SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                           FORM 10-K

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

          For the fiscal year ended December 31, 1998
              Commission File No.    33-95538

                 SALTON SEA FUNDING CORPORATION
     (Exact name of registrant as specified in its charter)

           Delaware                       47-0790493
          (State of                     (IRS Employer
        Incorporation)               Identification No.)

 Salton Sea Brine Processing L.P.        California         33-0601721
 Salton Sea Power Generation L.P.        California         33-0567411
 Fish Lake Power LLC                     Delaware           33-0453364
 Vulcan Power Company                    Nevada             95-3992087
 CalEnergy  Operating Corporation        Delaware           33-0268085
 Salton Sea Royalty LLC                  Delaware           47-0790492
 VPC Geothermal LLC                      Delaware           91-1244270
 San Felipe Energy Company               California         33-0315787
 Conejo Energy Company                   California         33-0268500
 Niguel Energy Company                   California         33-0268502
 Vulcan/BN Geothermal Power Company      Nevada             33-3992087
 Leathers, L.P.                          California         33-0305342
 Del Ranch, L.P.                         California         33-0278290
 Elmore, L.P.                            California         33-0278294

 302 S. 36th Street, Suite 400-A, Omaha, NE     68131
(Address of principal executive offices and Zip Code 
        of Salton Sea Funding Corporation)

Salton Sea Funding Corporation's telephone number, including area
code:  (402) 231-1644

Securities registered pursuant to Section 12(b) of the Act:  N/A

Securities registered pursuant to Section 12(g) of the Act:  N/A
                                
      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

      Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [  X  ]

       All common stock of Salton Sea Funding Corporation is held
by Magma Power Company.
       100  shares of Common Stock were outstanding on March  30,1999.

      Documents incorporated by reference:     N/A
<PAGE>
                        TABLE OF CONTENTS
                                
PART I                                                          2
     ITEM 1.  Business                                          2
     The Projects                                               3
          Salton Sea Projects                                   4
          Partnership Projects                                  5
          Zinc Recovery Project                                 6
          Royalty Projects                                      6
     Terms of the Securities                                    7
                  The Securities                                7
                  Structure of and Collateral for the
          Securities                                            8
          Priority of Payments                                 12
          Debt Service Reserve Fund                            13
          Optional Redemption                                  13
          Mandatory Redemption                                 13
          Distributions                                        13
          Ranking and Security for the Securities              14
          Recourse Only to the Funding Corporation and the
               Guarantors                                      14
          Incurrence of Additional Debt                        14
          Principal Indenture Covenants                        15
          Equity Commitment                                    15
          The Project Notes                                    15
          Principal Credit Agreement Covenants                 16
          Considerations Regarding Limitation on Remedies      16
          Reliance on Single Utility Customer                  17
          Power Price and Sales Uncertainty                    17
          Zinc Price and Sales Uncertainty                     17
          Construction Uncertainty                             18
          Uncertainties Relating to Exploration and
               Development of Geothermal Energy Resources      18
     Insurance                                                 19
     Regulatory and Environmental Matters                      19
     Employees                                                 19
     ITEM 2:  Properties                                       19
     ITEM 3:  Legal Proceedings                                19
     ITEM 4:  Submission of Matters to a Vote of Security
          Holders                                              20


PART II                                                        21
     ITEM 5:  Market for Registrant's Common Equity and
          Related Stockholder's Matters                        21
     ITEM 6:  Selected Financial Data                          21
     Salton Sea Funding Corporation                            21
     Salton Sea Guarantors                                     22
     Partnership Guarantors                                    23
     Royalty Guarantor                                         24
     ITEM 7:  Management's Discussion and Analysis of
          Financial Condition and Results of Operations        25
     Factors Affecting Results of Operations                   25
     Power Purchase Agreements                                 25
     Capacity Utilizations                                     26
     Results of Operations for the Years Ended December 31,
          1998, 1997 and 1996                                  27
          Revenues                                             27
          Operating Expenses                                   27
          Depreciation and Amortization                        27
          Interest Expense                                     28
          Income Tax Provision                                 28
          Net Income                                           28
          Capital Resources and Liquidity                      29
<PAGE>
     ITEM 7A: Qualitative and Quantitative Disclosures About
          Market Risk                                          31
     ITEM 8:  Financial Statements and Supplementary Data      32
     Index to Financial Statements - Salton Sea Funding
          Corporation                                          32
     Index to Financial Statements - Salton Sea Guarantors     32
     Index to Financial Statements - Partnership Guarantors    33
     Index to Financial Statements - Salton Sea Royalty
          Company                                              33
     Item 9.  Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure               76


PART III                                                       77
     ITEM 10.  Directors and Executive Officers of the
          Registrant                                           77
     ITEM 11.  Executive Compensation                          78
     ITEM 12.  Security Ownership of Certain Beneficial
          Owners and Management                                78
          Description of Capital Stock                         78
          Principal Holders                                    78
     ITEM 13.  Certain Relationships and Related Transactions  78
               Other Relationships and Related Transactions    78
               Relationship of the Funding Corporation and
               the Guarantors to Magma and MidAmerican         78
     

PART IV   80
     ITEM 14.  Exhibits, Financial Statements Schedule and
          Reports on Form 8-K                                  80
     Signatures                                                81
     Index to Exhibits                                         96
<PAGE>     
PART 1

ITEM 1.   Business

   Salton  Sea Funding Corporation ("Funding Corporation")  is  a
special  purpose  Delaware corporation, an indirect  wholly-owned
subsidiary of CE Generation, LLC ("CE Generation") and formed for
the sole purpose of issuing securities in its individual capacity
as  principal and as agent acting on behalf of the Guarantors (as
defined  below).  The principal executive office of  the  Funding
Corporation  is  located at 302 South 36th Street,  Suite  400-A,
Omaha, Nebraska 68131 and its telephone number is (402) 231-1644.

   CE  Generation  owns all of the capital stock of  Magma  Power
Company  ("Magma")  which in turn owns  all  of  the  outstanding
capital  stock of Funding Corporation.  Through its subsidiaries,
CE  Generation is primarily engaged in the development, ownership
and  operation  of environmentally responsible independent  power
production  facilities in the United States utilizing  geothermal
and  natural  gas resources.  CE Generation has an aggregate  net
ownership interest of 821 MW of electrical generating capacity in
power  plants  in operation or under construction in  the  United
States, which have an aggregate net capacity of 897 MW (including
its  interests  in  the Salton Sea Projects and  the  Partnership
Projects as defined below).

   All  of  the  outstanding stock of Magma  was  contributed  by
MidAmerican  Energy Holdings Company, the successor of  CalEnergy
Company, Inc. ("MidAmerican") to CE Generation in February  1999.
Magma  had  been  acquired by MidAmerican  in  1995  (the  "Magma
Acquisition").  In March 1999, MidAmerican sold a 50% interest in
CE  Generation to an affiliate of El Paso Energy Corporation ("El
Paso").   Prior  to  the formation of Funding Corporation,  Magma
owned or controlled substantially all of the assets of the Salton
Sea Guarantors, Partnership Guarantors and Salton Sea Royalty LLC
(as  defined below and collectively the "Guarantors"),  including
the   three  Salton  Sea  Projects  then  in  operation  and  50%
partnership  interests in each of the four  Partnership  Projects
then  operating.   At the time of the Magma Acquisition,  Magma's
interests  in  the  Guarantors  generated  substantially  all  of
Magma's earnings. Since the Magma Acquisition, the operations  of
the Salton Sea Projects and the Partnership Projects acquired  in
such  acquisition  have substantially improved,  and  significant
cost savings and efficiencies have been realized.

   On April 17, 1996, a subsidiary of MidAmerican acquired all of
the  stock  of VPC Geothermal LLC (formerly BN Geothermal,  Inc.)
("VPCG"),  Niguel  Energy Company ("Niguel"), San  Felipe  Energy
Company ("San Felipe") and Conejo Energy Company ("Conejo")  from
Edison Mission Energy ("Mission") for $70 million.  Such acquired
partnership companies owned 50% partnership interests in each  of
the  Partnership Projects then operating.  As a  result  of  such
acquisition   (the   "Partnership  Interest   Acquisition"),   CE
Generation  affiliates  obtained  full  operating  and  ownership
control of all of the Partnership Projects.

   Magma directly or indirectly owns all of the capital stock  of
or  partnership  interests  in the Funding  Corporation  and  the
Guarantors,   except  for  Minerals  LLC.   CalEnergy   Operating
Corporation  ("CEOC"), a subsidiary in which  Magma  owns  a  99%
interest   and  the  Funding  Corporation  owns  a  1%  interest,
currently  operates  each  of the Salton  Sea  Projects  and  the
Partnership  Projects.  Affiliates of Magma  control,  through  a
variety  of  fee,  leasehold, and royalty  interests,  rights  to
geothermal resources for power production in the Salton Sea Known
Geothermal  Resource  Area ("SSKGRA").  The  Funding  Corporation
believes  that such resources will be sufficient to  operate  the
Salton  Sea  Projects  and the Partnership Projects  at  contract
capacity under their respective power purchase agreements through
the final maturity date of the Securities.

   Each  of the Salton Sea Guarantors, the Partnership Guarantors
and  the Royalty Guarantor is an indirect wholly-owned subsidiary
of  CE  Generation, except for Minerals LLC.   Salton  Sea  Brine
Processing  L.P.  ("SSBP"),  Salton  Sea  Power  Generation  L.P.
("SSPG")  and  Fish  Lake  Power LLC (formerly  Fish  Lake  Power
Company)  ("Fish  Lake") (collectively, the "Initial  Salton  Sea
Guarantors")  own four operating geothermal power plants  located
in  Imperial Valley, California known as Salton Sea I, Salton Sea
II,  Salton  Sea III and Salton Sea IV.  Salton Sea Power  L.L.C.
("Power LLC" together with the Initial Salton Sea Guarantors, the
"Salton Sea Guarantors") is constructing a geothermal power plant
in  the  Imperial Valley, California known as Salton Sea V  (such
project  together with Salton Sea I, II, III and IV, the  "Salton
Sea Projects").
<PAGE>
   Each  of  the  Vulcan/BN Geothermal Power Company  ("Vulcan"),
Elmore,  L.P.  ("Elmore"), Leathers, L.P.  ("Leathers")  and  Del
Ranch,  L.P.  ("Del  Ranch") owns an operating  geothermal  power
plant  located in Imperial Valley, California known as the Vulcan
Project,  the Elmore Project, the Leathers Project  and  the  Del
Ranch  Project, respectively (together with the CE Turbo  Project
and  the Zinc Recovery Project, the "Partnership Projects").   CE
Turbo  LLC ("Turbo LLC") is constructing a geothermal power plant
in  the  Imperial  Valley, California.   CalEnergy  Minerals  LLC
("Minerals  LLC")  is  constructing  the  Zinc  Recovery  Project
described below (Minerals LLC together with CE Turbo, Vulcan, Del
Ranch,  Leathers, Elmore, CEOC, VPC, San Felipe,  Niguel,  Conejo
and  VPCG,  the  "Partnership Guarantors").   As  is  more  fully
described  below,  the other Partnership Guarantors  collectively
own  or  have  the right to receive cash flow from  100%  of  the
equity in such Partnership Project Companies.

  Vulcan Power Company ("VPC") and VPCG, collectively own 100% of
the partnership interests in Vulcan.  CEOC and Niguel, San Felipe
and Conejo, collectively own 90% partnership interests in each of
Elmore, Leathers and Del Ranch, respectively.  Magma owns all  of
the  remaining 10% interests in each of Elmore, Leathers and  Del
Ranch.   CEOC  is entitled to receive from Magma, as payment  for
certain  data  and  services  provided  by  CEOC,  all   of   the
partnership distributions Magma receives with respect to its  10%
ownership interests in each of the Elmore, Leathers and Del Ranch
Projects and Magma's special distributions equal to 4.5% of total
energy revenues from the Leathers Project.

   Salton  Sea  Royalty LLC, formerly Salton Sea Royalty  Company
("SSRC"  or  the "Royalty Guarantor") received an  assignment  of
certain   fees   and  royalties  ("Royalties")  paid   by   three
Partnership  Projects,  Elmore, Leathers  and  Del  Ranch.   Such
Royalties are subject to netting and reduction from time to  time
to reflect various operating costs, as reflected in the financial
statements herein.

   The  principal executive offices of the Salton Sea  Guarantors
are located at 302 South 36th Street, Suites 400-B, 400-D, 400-E,
400-K and 400-N, Omaha, Nebraska 68131.   The principal executive
offices  of the Partnership Guarantors is 302 South 36th  Street,
Suite 400-F, 400-G, 400-I, 400-J, 400-L, 400-M, 400-N, 400-O, 400-
P,  400-Q, 400-R, 400-S, 400-T, and 400-U, Omaha, Nebraska 68131.
The  principal executive office of the Royalty Guarantor  is  302
South  36th  Street,  Suite 400-H, Omaha,  Nebraska  68131.   The
Salton  Sea  Guarantors, Partnership Guarantors and  the  Royalty
Guarantor  are sometimes referred to collectively herein  as  the
"Guarantors".

The Projects

   Set  forth below is a table describing certain characteristics
of  the Salton Sea Projects and the Partnership Projects, and the
Guarantors' collective interests therein.  All the Initial Salton
Sea  Projects and Vulcan, Elmore, Leathers and Del Ranch Projects
are located in the Imperial Valley, California and sell power  to
Southern California Edison Company ("Edison").


<PAGE>

                                 DATE OF
PROJECT              FACILITY   COMMERICAL    CONTRACT   CONTRACT    POWER
                 CAPACITY (1)(2) OPERATION   EXPIRATION    TYPE   PURCHASERS(3)
Salton Sea Projects

Salton Sea I          10.0        7/1987        6/2017   Negotiated   Edison
Salton Sea II         20.0        4/1990        4/2020       SO4      Edison
Salton Sea III        49.8        2/1989       2/29/19       SO4      Edison
Salton Sea IV         39.6        6/1996        5/2026   Negotiated   Edison
Salton Sea V          49.0       Mid-2000         N/A        N/A     Px/Zinc 
                                                                     Recovery
                                                                     Project
Subtotal             168.4

Partnership Projects

Vulcan                34.0        2/1986       2/2016        SO4     Edison
Elmore                38.0        1/1989      12/2018        SO4     Edison
Leathers              38.0        1/1990      12/2019        SO4     Edison
Del Ranch             38.0        1/1989      12/2018        SO4     Edison
CE Turbo              10.0       Mid-2000       N/A          N/A       Px

Subtotal             158.0

Total Power
Projects             326.4

Zinc Recovery
Project             30,000       Mid-2000       N/A         N/A       N/A


(1)Power  capacity is a nominal number that varies with operating  and
reservoir conditions.
(2)    Power  Capacities  are measured in MW; zinc  recovery  capacity
  is measured in tons per year.
(3)    Edison  is  Southern California Edison Company and  Px  is  the
  California Power Exchange.

Salton Sea Projects

   The  Salton Sea Guarantors collectively own the four operating
Salton   Sea  Projects  and  the  Salton  Sea  V  project   under
construction  with  an  aggregate  net  generating  capacity   of
approximately  168.4 MW.  Each of the four operating  Salton  Sea
Projects  has  an  executed long term power  purchase  agreement,
providing for the sale of capacity and energy to Edison.

   Salton  Sea II and Salton Sea III have modified SO4 Agreements
with  Edison.  These contracts provide for fixed  price  capacity
payments  for  the life of the contract, and fixed  price  energy
payments  for the first 10 years. Thereafter, the energy payments
paid  by Edison will be based on Edison's then-current, published
short-run  avoided cost of energy (the "Avoided Cost of Energy").
The  fixed price energy period expired on February 13,  1999  for
Salton Sea III and expires on April 4, 2000 for Salton Sea II.

   Salton Sea I and Salton Sea IV have negotiated contracts  with
Edison. The Salton Sea I contract provides for a capacity payment
and  energy  payment for the life of the contract. Both  payments
are  based  upon  an initial value that is subject  to  quarterly
adjustment by reference to various inflation-related indices. The
Salton  Sea  IV  contract also provides for fixed price  capacity
payments for the life of the contract. Approximately 56%  of  the
<PAGE>
kWhs  are  sold  under the Salton Sea IV PPA at  a  fixed  energy
price,  which is subject to quarterly adjustment by reference  to
various inflation-related indices, through June 20, 2017 (and  at
Edison's  Avoided Cost of Energy thereafter), while the remaining
44%  of  the Salton Sea IV kWhs are sold according to  a  10-year
fixed  price  schedule followed by payments based on  a  modified
Avoided Cost of Energy for the succeeding 5 years and at Edison's
Avoided Cost of Energy thereafter.

   Salton Sea V is being constructed as a 49 MW geothermal  power
plant  which  will  extract  unutilized  geothermal  energy  from
geothermal  brine  that has previously passed through  the  other
Salton  Sea  projects.  Salton Sea V has a negotiated power  sale
contract  with the Zinc Recovery Project entity for a portion  of
its  output and will sell the remainder into the California Power
Exchange ("PX") or such other markets as may develop. Salton  Sea
V  is  being constructed pursuant to a date certain, fixed price,
turn-key engineering, procurement and construction contract  (the
"Salton  Sea  V  EPC  Contract") by Stone &  Webster  Engineering
Corporation  ("SWEC").   SWEC  is  one  of  the  world's  leading
engineering  and  construction  firms  for  the  construction  of
electric  power  plants  and,  in  particular,  geothermal  power
plants.   SWEC  provided the engineering for the construction  of
Salton  Sea  III  and  has  completed  engineering,  procurement,
construction   or  other  related  work  on  twenty-seven   other
geothermal  power  plants  over  the  past  few  years.    SWEC's
obligations  under  the  Salton Sea V  EPC  Contracts,  including
provisions  for liquidated damages of up to 20% of  the  contract
price   for  certain  delays  or  failures  to  meet  performance
guarantees,  are  guaranteed by SWEC's parent, Stone  &  Webster,
Incorporated.   Salton Sea V is scheduled to commence  Commercial
Operation in mid-2000.

   The  Salton  Sea I through IV operated at a combined  facility
capacity  factor  of 90.4% in 1996, 95.6% in 1997  and  94.2%  in
1998.

Partnership Projects

   The Partnership Projects have an aggregate facility generating
capacity  of 158 MW. The Partnership Guarantors own 100%  of  the
Vulcan  Project, the CE Turbo Project, the Zinc Recovery  Project
and  90%  partnership interests in the Elmore, Leathers  and  Del
Ranch Projects. Magma owns the remaining 10% interests in each of
the Elmore, Leathers and Del Ranch Projects and has agreed to pay
to  CEOC  the  partnership distributions it  receives  from  such
interests  in exchange for certain proprietary data and  services
provided  by  CEOC.  Magma  has collaterally  assigned  to  CEOC,
Magma's  right to such payments and such payments are  collateral
for the Securities.

  All of the Partnership Projects except the CE Turbo Project and
the  Zinc Recovery Project have executed SO4 Agreements  for  the
sale of capacity and energy to Edison which contracts provide for
fixed  price  capacity payments for the life of the contract  and
fixed  price  energy payments for the first 10 years. Thereafter,
the  energy  payments paid by Edison will be  based  on  Edison's
Avoided  Cost of Energy.  The fixed price energy period  for  the
Vulcan  Project expired on February 9, 1996, and for each of  the
Del  Ranch  and  Elmore Projects on December 31, 1998,  and  will
expire on December 31, 1999 for the Leathers Project.

   Turbo  LLC, one of the Partnership Guarantors, is constructing
the CE Turbo Project (the "CE Turbo Project"), which will have  a
capacity  of  10 net MW.  The net output of the CE Turbo  Project
will be sold to the Zinc Recovery Project (if Salton Sea V is not
delivering power) or sold through the PX.

   The  Partnership Guarantors are upgrading the geothermal brine
processing  facilities at the Vulcan and Del Ranch Projects  with
the  Region 2 Brine Facilities Construction (the "Region 2  Brine
Facilities Construction").  In addition to incorporating  the  pH
modification  process, which has reduced operating costs  at  the
Salton Sea Projects, the new facilities will achieve economies of
scale   through  improved  brine  processing  systems   and   the
utilization of more modern equipment.

   The  CE  Turbo  Project  and  the Region  2  Brine  Facilities
Construction  are being constructed by SWEC pursuant  to  a  date
certain,   fixed-price,  turnkey  engineering,  procurement   and
construction contract (the "Region 2 Upgrade EPC Contract").  The
obligations  of  SWEC  will be guaranteed  by  Stone  &  Webster,
Incorporated.   The  CE  Turbo Project is scheduled  to  commence
initial  operations in mid-2000 and the Region 2 Brine Facilities
Construction is scheduled to be completed in early-2000.
<PAGE>
   The  existing  Partnership Projects  operated  at  a  combined
facility  capacity factor of 104.8% in 1996, 102.2% in  1997  and
101.3% in 1998.

Zinc Recovery Project

    Minerals   LLC,   one  of  the  Partnership  Guarantors,   is
constructing  the Zinc Recovery Project which will  recover  zinc
from  the  geothermal brine (the "Zinc Recovery Project").   Four
facilities  will  be  installed near Existing  Project  sites  to
extract  a zinc chloride solution from the brine through  an  ion
exchange process.  This solution will be transported to a central
processing  plant  where  zinc ingots will  be  produced  through
solvent  extraction, electrowinning and casting  processes.   The
Zinc  Recovery  Project  is  designed  to  have  a  capacity   of
approximately 30,000 tons per year and is  scheduled to  commence
commercial operation in mid-2000.  The zinc produced by the  Zinc
Recovery  Project is expected to be sold primarily to  U.S.  West
Coast   customers   such   as  steel  companies,   alloyers   and
galvanizers.

  The Zinc Recovery Project is being constructed by Kvaerner U.S.
Inc.  ("Kvaerner")  pursuant  to  a  date  certain,  fixed-price,
turnkey  engineering, procurement and construction contract  (the
"Zinc  Recovery Project EPC Contract").  Kvaerner  is  a  wholly-
owned  indirect  subsidiary of Kvaener  ASA,  an  internationally
recognized engineering and construction firm experienced  in  the
metals,   mining   and   processing  industries.    The   payment
obligations of Kvaerner, including payment of liquidated  damages
of up to 20% of the contract price for certain delays or failures
to meet performance guarantees, are secured by a letter of credit
issued   by   Union  Europeenne  de  CIC  (or  another  financial
institution  rated  "A" or better by S&P or  "A2"  or  better  by
Moody's  and otherwise acceptable to Minerals LLC) in an  initial
aggregate  amount  equal  to $29.6 million.   The  Zinc  Recovery
Project is scheduled to commence initial operations in mid-2000.

Royalty Projects

   The Royalty Guarantor has received an assignment from Magma of
certain  payments ("Royalties") received from the  Leathers,  Del
Ranch  and Elmore Projects in exchange for the provision to those
projects  of  the  rights  to use certain  geothermal  resources.
Substantially  all  of  the assigned Royalties  are  based  on  a
percentage  of  energy and capacity revenues  of  the  respective
projects.  Pursuant to the assignment, the Royalty  Guarantor  is
entitled  to receive the aggregate percentages of such  project's
energy  and capacity revenues as illustrated in the chart  below.
The Partnership Guarantors are also entitled to receive Royalties
from  the Partnership Projects as illustrated in the chart below.
Royalties are subject to netting and reduction from time to  time
to reflect various operating costs, as reflected in the financial
statements  herein.  All such Royalties (other than  the  various
operating  costs, as reflected in the financial  statements)  are
payable   from   revenues   which  will  constitute   Partnership
Guarantors collateral.

          ROYALTIES TO BE PAID TO             ROYALTIES TO BE PAID TO
             ROYALTY GUARANTOR               PARTNERSHIP GUARANTORS(1)
PROJECT   FACILITY  % ENERGY   % CAPACITY       % ENERGY% CAPACITY
          CAPACITY  REVENUES  REVENUES          REVENUES  REVENUES
                                 (MW)
Del Ranch     38     23.33         1.00           5.67      3.00
Elmore        38     23.33         1.00           5.67      3.00
Leathers      38     21.50         0.00           7.50      3.00
Vulcan        34      0.00         0.00           4.17      0.00

  Total      148


(1)    CEOC  is  also entitled to receive Royalties as  described
  herein.    Such Royalties are payable from revenues  that  will
  constitute Partnership collateral.


<PAGE>
                    Terms of the Securities

The Securities

    In  1995,  Funding  Corporation  exchanged  (i)  $232,750,000
aggregate  principal  amount of Old Series A  Securities  for  an
equal   principal  amount  of  New  Series  A  Securities,   (ii)
$133,000,000   aggregate  principal  amount  of  Old   Series   B
Securities  for  an  equal  principal  amount  of  New  Series  B
Securities, and (iii) $109,250,000 aggregate principal amount  of
Old  Series  C  Securities for an equal principal amount  of  New
Series   C  Securities.   In  1996,  Funding  Corporation  issued
$70,000,000  aggregate  principal amount  of  the  Old  Series  D
Securities and $65,000,000 aggregate principal amount of the  Old
Series  E  Securities.   Subsequently,  the  Funding  Corporation
exchanged  (i)  $70,000,000 aggregate  principal  amount  of  Old
Series D Securities for an equal principal amount of New Series D
Securities,  and $65,000,000 aggregate principal  amount  of  Old
Series  E  Securities  for  an  equal  amount  of  New  Series  E
Securities.   In  1998, Funding Corporation  issued  $285,000,000
aggregate principal amount of its Senior Secured Series  F  Bonds
("Series F Securities").  Funding Corporation is required to  use
reasonable best efforts to register the Series F Securities in  a
comparable manner and expects to do so pursuant to the  terms  of
the Indenture.


The Old Series A Securities, the Old Series B Securities, the Old
Series  C  Securities, the Old Series D Securities  and  the  Old
Series E Securities are sometimes referred to herein as the  "Old
Securities",  and  the  New  Series A Securities,  New  Series  B
Securities, the New Series C Securities, New Series D  Securities
and  New Series E Securities are sometimes referred to herein  as
the  "New Securities".  The exchange offers of New Securities for
the  Old  Securities  are sometimes referred  to  herein  as  the
"Exchange  Offers".   The New Securities are obligations  of  the
Funding  Corporation evidencing the same indebtedness as the  Old
Securities and will be entitled to the benefits of the Indenture,
which  governs all the Securities.  The form and terms (including
principal amount, interest rate, maturity and ranking) of the New
Securities  are  the  same  as the form  and  terms  of  the  Old
Securities,  except  that  (i)  the  New  Securities  have   been
registered  under the Securities Act and therefore  will  not  be
subject to certain restrictions on transfer applicable to the Old
Securities  and will not be entitled to registration rights,  and
(ii) the New Securities will not provide for any increase in  the
interest   rate   thereon  for  failure  to  be  so   registered.
Capitalized  terms not otherwise defined herein  shall  have  the
meaning  set  forth in the Indenture, as amended,  between  Chase
Manhattan  Bank  and  Trust  Company,  National  Association  and
Funding Corporation.

   The Funding Corporation received no proceeds from the exchange
pursuant  to  the  Exchange Offers and will not receive  proceeds
from  the  expected exchange offer in respect  to  the  Series  F
Securities.  The net proceeds received by the Funding Corporation
from  the  issuance of the Old Securities and Series F Securities
to  the Initial Purchasers in the three separate offerings (after
deduction  of certain transaction costs) were approximately  $889
million  and  were  loaned to the Guarantors in  return  for  the
issuance  of certain notes (the "Project Notes"), and  were  used
for  the  following purposes: (a) approximately $253  million  to
repay  certain non-recourse indebtedness of MidAmerican  incurred
in  connection with the Magma Acquisition; (b) approximately $102
million  to  refinance existing indebtedness of  the  Salton  Sea
Projects;  (c) approximately $115 million to finance  the  Salton
Sea  IV Expansion, (d) approximately $96 million to refinance all
of   the   existing  project-level  indebtedness   under   credit
agreements   of   the   Partnership   Project   Companies;    (e)
approximately $15 million to fund the Capital Expenditure Fund to
be  used  for  certain capital improvements  to  the  Partnership
Projects  and  the  Salton Sea Projects,  (f)  approximately  $23
million  to fund a portion of the purchase price payable  by  the
Initial  Partnership  Guarantors  for  the  Acquired  Partnership
Companies,  and (g) $285 million to fund in part construction  of
the  Zinc  Recovery Project, CE Turbo Project and  Salton  Sea  V
Project,  as well as associated capital improvements and  finance
costs .

   There is no existing trading market for the New Securities and
the  Series F Securities and there can be no assurance  regarding
the  future  development of such a market for the New  Securities
and  the Series F Securities or the ability of holders of the New
Securities  and the Series F Securities to sell their  Securities
or  the price at which such holders may be able to sell their New
Securities and the Series F Securities.  If such a market were to
<PAGE>
develop,  future  trading  prices will depend  on  many  factors,
including,  among  other things, prevailing interest  rates,  the
operating  results of the Funding Corporation and the Guarantors,
and  the  market for similar securities. The Funding  Corporation
does  not  intend  to  apply  for listing  or  quotation  of  the
Securities on any securities exchange or stock market.

Structure of and Collateral for the Securities

   The  New  Securities  and  the Series  F  Securities  and  any
additional  securities  issued pursuant  to  the  Indenture  (the
"Securities") will be payable from the proceeds of payments  made
in  respect of principal and interest on the Project Notes by the
Guarantors  to  the Funding Corporation and are  secured  by  the
capital  stock of the Funding Corporation and guaranteed  by  the
Guarantors.  The Guarantees (which are unlimited in the  case  of
the Salton Sea Guarantors and which are limited to Available Cash
Flow,  in the case of the Partnership Guarantors and the  Royalty
Guarantor) are secured:

(i) in  the  case of the Salton Sea Guarantee, by a senior  first
    priority  lien  on  substantially all of the  assets  of  the
    Salton  Sea  Guarantors and a pledge of the equity  interests
    in the Salton Sea Guarantors;

(ii)in  the case of the Partnership Guarantee, by a senior  first
    priority  Lien  on  substantially all of the  assets  of  the
    Partnership  Project Companies, a senior first priority  Lien
    on  the  Equity  Cash  Flows  and Royalties  of  the  Initial
    Partnership  Guarantors and a pledge  of  the  stock  and  of
    other equity interests in the Partnership Guarantors; and

(iii)     in the case of the Royalty Guarantee, by a senior first
    priority  lien on all Royalties paid to the Royalty Guarantor
    and a pledge of the capital stock of the Royalty Guarantor.

   The  structure  has been designed to cross-collateralize  cash
flows  from each Guarantor without cross- collateralizing all  of
the Guarantor's assets. Therefore, if a Guarantor defaults on its
Credit Agreement, Project Notes or its Guarantee, without causing
a  payment default on the Securities, then the Trustee may direct
the  Collateral Agent to exercise remedies only with  respect  to
the  Collateral securing such Credit Agreement, Project Notes and
Guarantee. If, however, such default causes a payment default  on
the  Securities, then the Trustee may accelerate  the  Securities
and  direct the Collateral Agent to exercise remedies against all
such Collateral and, if different, the Collateral from the Salton
Sea Guarantors.

   The  Funding  Corporation  and the  Guarantors  are  initially
obligated to maintain a Debt Service Reserve Fund and/or  a  Debt
Service  Reserve  Fund Letter of Credit in an  aggregate  initial
amount  equal to the maximum remaining semiannual scheduled  debt
service  on  the  Securities. After January  1,  2000,  the  Debt
Service  Reserve  Fund  Required Balance  will  increase  to  the
maximum remaining annual scheduled debt service on the Securities
until  payment in full of the New Securities, whereupon the  Debt
Service  Fund Requirement Balance may be reduced to  the  maximum
remaining semiannual principal and interest on the Securities for
the  remaining term if the Rating Agencies confirm that a  rating
downgrade will not occur as a result thereof.

  The Funding Corporation is a special purpose finance subsidiary
of  Magma. Its ability to make payments on the Securities will be
entirely  dependent  on  the  Guarantors'  performance  of  their
obligations  under  the Project Notes and the Guarantees.  As  is
common  in  non-recourse, project finance structures, the  assets
and cash flows of the Guarantors are the sole source of repayment
of   the  Project  Notes  and  the  Guarantees.  The  Salton  Sea
Guarantors conduct no other business and own no other significant
assets except those related to the ownership or operation of  the
Salton  Sea  Projects.  The  Partnership  Guarantors  conduct  no
business  other than owning their respective ownership  interests
in the Partnership Projects and providing operation, maintenance,
administrative and technical services for Magma, the  Salton  Sea
Projects and the Partnership Projects. The Royalty Guarantor  has
been  organized solely to receive Royalty payments  owed  by  the
Partnership Projects and conducts no other business and  owns  no
other assets. In the event of a default by any Guarantor under  a
Project  Note,  Credit  Agreement  or  Guarantee,  there  is   no
assurance that the exercise of remedies under such Project  Note,
Credit  Agreement  or  Guarantee, including  foreclosure  on  the
assets  of such Guarantor, would provide sufficient funds to  pay
such  Guarantor's  obligation under the  Project  Notes  and  the
Guarantees.  Moreover,  unless  such  default  causes  a  payment
<PAGE>
default  under  the  Indenture (in which  case  remedies  may  be
exercised  against the defaulting Guarantor's and the Salton  Sea
Guarantors'  assets), remedies may be exercised only against  the
assets of the defaulting Guarantors. No shareholders, partners or
affiliates of the Funding Corporation (other than the Guarantors)
and   no   directors,  officers  or  employees  of  the   Funding
Corporation  or the Guarantors will guarantee or be  in  any  way
liable  for the payment of the Securities, the Project  Notes  or
the Guarantees except the guarantee by MidAmerican for the direct
and  indirect owners of the Zinc Recovery Project of a  specified
portion  of the scheduled debt service on the Series F Securities
including  the  current principal amount of $140.52  million  and
associated  interest.  In  addition,  the  obligations   of   the
Partnership  Guarantors  and  the  Royalty  Guarantor  under  the
Guarantees  are  limited  to the Available  Cash  Flows  of  such
Guarantors. As a result, payment of amounts owed pursuant to  the
Project  Notes,  the Guarantees and the Securities  is  dependent
upon the availability of sufficient revenues and royalty payments
from the Guarantors' businesses or holdings, after the payment of
operating   expenses  and  the  satisfaction  of  certain   other
obligations.

   The Securities are issued by Funding Corporation.  Payment  of
the  Securities  is guaranteed by the Partnership Guarantors  and
the Royalty Guarantor to the extent of their Available Cash Flow,
and  the  Salton Sea Guarantors.  The Interest Payment Dates  for
the Securities are May 30 and November 30.

  The New Securities and the Series F Securities are rated "Baa2"
by  Moody's  Investors  Service, Inc. ("Moody's")  and  "BBB"  by
Standard  &  Poor's Ratings Group ("S&P").  The  initial  average
life  of  the  Series  A Securities was 2.42 years.  The  initial
average  life  of  the Series B Securities was 6.89  years.   The
initial average life of the Series C Securities was 12.36  years.
The  initial  average  life of the Series D Securities  was  2.01
years.   The initial average life of the Series E Securities  was
10.01 years.  The initial average life of the Series F Securities
was 15.50 years.

The  $232,750,000 initial principal amount of the 6.69% Series  A
Securities   due   May   30,  2000  is  payable   in   semiannual
installments, which commenced November 30, 1995, as follows:

  PAYMENT DATE            PERCENTAGE OF
                        PRINCIPAL AMOUNT
                            PAYABLE

  November 30, 1995       9.8440386681%
  May 30, 1996           10.3342642320%
  November 30, 1996      10.3342642320%
  May 30, 1997           13.8298603652%
  November 30, 1997      13.8298603652%
  May 30, 1998           10.5087003222%
  November 30, 1998      10.5087003222%
  May 30, 1999            6.4240601504%
  November 30, 1999       6.4240601504%
  May 30, 2000            7.9621911923%
<PAGE>
The  $133,000,000 initial principal amount of the 7.37% Series  B
Securities   due   May   30,  2005  is  payable   in   semiannual
installments, commencing May 30, 1998, as follows:

  PAYMENT DATE           PERCENTAGE OF
                        PRINCIPAL AMOUNT
                          PAYABLE

  May 30, 1998            9.7819548872%
  November 30, 1998       9.7819548872%
  May 30, 1999            1.9563909774%
  November 30, 1999       1.9563909774%
  May 30, 2000            0.3909774436%
  November 30, 2000       0.3909774436%
  May 30, 2001            8.0360902256%
  November 30, 2001       8.0360902256%
  May 30, 2002            8.5330827068%
  November 30, 2002       8.5330827068%
  May 30, 2003            5.6390977444%
  November 30, 2003       5.6390977444%
  May 30, 2004            7.5781954887%
  November 30, 2004       7.5781954887%
  May 30, 2005           16.1684210526%

The  $109,250,000 initial principal amount of the 7.84% Series  C
Securities   due   May   30,  2010  is  payable   in   semiannual
installments, commencing May 30, 2003, as follows:

  PAYMENT DATE           PERCENTAGE OF
                        PRINCIPAL AMOUNT
                          PAYABLE

  May 30, 2003            3.3116704805%
  November 30, 2003       3.3116704805%
  May 30, 2004            1.6558352403%
  November 30, 2004       1.6558352403%
  May 30, 2005            0.8283752860%
  November 30, 2005       0.8283752860%
  May 30, 2006            9.8572082380%
  November 30, 2006       9.8572082380%
  May 30, 2007            9.8425629291%
  November 30, 2007       9.8425629291%
  May 30, 2008           10.0851258581%
  November 30, 2008      10.0851258581%
  May 30, 2009           10.0118993135%
  November 30, 2009      10.0118993135%
  May 30, 2010            8.8146453090%
<PAGE>
The  $70,000,000 initial principal amount of the 7.02%  Series  D
Securities   due   May   30,  2000  is  payable   in   semiannual
installments, commencing May 30, 1997, as follows:

  PAYMENT DATE           PERCENTAGE OF
                        PRINCIPAL AMOUNT
                          PAYABLE

  May 30, 1997           18.4642857143%
  November 30, 1997      18.4642857143%
  May 30, 1998           22.8571428571%
  November 30, 1998      22.8571428571%
  May 30, 1999            7.6071428571%
  November 30, 1999       7.6071428571%
  May 30, 2000            2.1428571430%

The  $65,000,000 initial principal amount of the 8.30%  Series  E
Securities   due   May   30,  2011  is  payable   in   semiannual
installments, commencing May 30, 1999, as follows:

  PAYMENT DATE           PERCENTAGE OF
                        PRINCIPAL AMOUNT
                          PAYABLE

  May 30, 1999            9.2907692308%
  November 30, 1999       9.2907692308%
  May 30, 2000            3.0769230769%
  November 30, 2000       3.0769230769%
  May 30, 2001            0.7692307692%
  November 30, 2001       0.7692307692%
  May 30, 2002            1.2307692308%
  November 30, 2002       1.2307692308%
  May 30, 2003            2.3076923077%
  November 30, 2003       2.3076923077%
  May 30, 2004            2.5000000000%
  November 30, 2004       2.5000000000%
  May 30, 2005            2.6923076923%
  November 30, 2005       2.6923076923%
  May 30, 2006            1.9230769231%
  November 30, 2006       1.9230769231%
  May 30, 2007            1.9230769231%
  November 30, 2007       1.9230769231%
  May 30, 2008            2.6923076923%
  November 30, 2008       2.6923076923%
  May 30, 2009            2.5000000000%
  November 30, 2009       2.5000000000%
  May 30, 2010           10.3846153846%
  November 30, 2010      10.3846153846%
  May 30, 2011           17.4184615384%
<PAGE>
The $285,000,000 initial principal amount of the 7.475% Series  F
Securities  due  November  30,  2018  is  payable  in  semiannual
installments, commencing May 30, 2001 as follows:

  PAYMENT DATE           PERCENTAGE OF
                        PRINCIPAL AMOUNT
                          PAYABLE

May 30, 2001                     0.225%
November 30, 2001                0.225%
May 30, 2002                     0.750%
November 30, 2002                0.750%
May 30, 2003                     0.500%
November 30, 2003                0.500%
May 30, 2004                     0.625%
November 30, 2004                0.625%
May 30, 2005                     0.625%
November 30, 2005                0.625%
May 30, 2006                     0.650%
November 30, 2006                0.650%
May 30, 2007                     0.375%
November 30, 2007                0.375%
May 30, 2008                     0.875%
November 30, 2008                0.875%
May 30, 2009                     0.375%
November 30, 2009                0.375%
May 30, 2010                     1.250%
November 30, 2010                1.250%
May 30, 2011                     3.000%
November 30, 2011                3.000%
May 30, 2012                     5.750%
November 30, 2012                5.750%
May 30, 2013                     5.075%
November 30, 2013                5.075%
May 30, 2014                     6.000%
November 30, 2014                6.000%
May 30, 2015                     6.550%
November 30, 2015                6.550%
May 30, 2016                     7.050%
November 30, 2016                7.050%
May 30, 2017                     6.875%
November 30, 2017                6.875%
May 30, 2018                     3.450%
November 30, 2018                3.450%

Priority of Payments

   All  revenues received by the Salton Sea Guarantors  from  the
Salton  Sea  Projects, all revenues received by  the  Partnership
Guarantors  and  all Royalties received by the Royalty  Guarantor
shall  be  paid  into a Revenue Fund maintained by a  Depository.
Amounts  paid into the Revenue Fund shall be distributed  in  the
following order of priority: (a) to pay Operating and Maintenance
Costs  of the Guarantors; (b) to pay certain administrative costs
of  the  agents  for  the  secured parties  under  the  Financing
Documents; (c) to pay principal of, premium (if any) and interest
on the Securities and the Debt Service Reserve Bonds, if any, and
interest and certain fees payable to the Debt Service Reserve LOC
Provider; (d) to pay principal of Debt Service Reserve LOC  Loans
and  certain  related  fees and charges;  (e)  to  replenish  any
shortfall  in the Debt Service Reserve Fund; (f) to  pay  certain
breakage costs in respect of Debt Service Reserve LOC Loans,  and
<PAGE>
indemnification  and other expenses to the Secured  Parties,  and
(g)  to  the Distribution Fund or Distribution Suspense Fund,  as
applicable.

Debt Service Reserve Fund

   A  Debt  Service Reserve Fund for the benefit of the  Security
Holders  and  the Debt Service Reserve Letter of Credit  Provider
has been established under the Depositary Agreement.  The amounts
available  to be drawn under the Debt Service Reserve  Letter  of
Credit  and  all  other amounts held in the Debt Service  Reserve
Fund  shall  from time to time equal (a) on or prior to  December
31, 1999, the maximum semiannual scheduled principal and interest
payments  on the Securities, (b) after December 31, 1999  through
payment  in  full  of  the  New Securities,  the  maximum  annual
principal  and  interest  payments  on  the  Securities  for  the
remaining  term,  and  (c)  after payment  in  full  of  the  New
Securities,  (i)  the  maximum  annual  principal  and   interest
payments  on  the Series F Securities for the remaining  term  or
(ii) if the rating agencies confirm that no Rating Downgrade will
occur  as a result thereof, the maximum semiannual principal  and
interest  payments on the Series F Securities for  the  remaining
term.   The Debt Service Reserve Letter of Credit must be  issued
by  a financial institution rated at least "A" by S&P and "A2" by
Moody's.   Drawings on the Debt Service Reserve Letter of  Credit
will  be  available  to  pay principal of  and  interest  on  the
Securities and interest on loans resulting from drawings on  such
Debt Service Reserve Letter of Credit.

Optional Redemption

   The  Series  B  Securities,  Series  C  Securities,  Series  E
Securities  and  Series  F  Securities are  subject  to  optional
redemption,  in  whole or in part, pro rata at par  plus  accrued
interest  to  the  Redemption Date plus a premium  calculated  to
"make whole" to comparable U.S. Treasury securities plus 50 basis
points.  The Series A Securities and Series D Securities are  not
subject to optional redemption.


Mandatory Redemption

   The  Securities are subject to mandatory redemption, pro  rata
within  each  maturity,  at  par plus  accrued  interest  to  the
Redemption Date, (a) if a Permitted Power Contract Buy-Out occurs
unless the Rating Agencies confirm the then current Rating of the
Securities;  (b) upon the acceleration of a Project  Note  in  an
amount  equal  to the principal amount of such note plus  accrued
interest;  (c)  upon the occurrence of certain  events  of  loss,
condemnation,  title  defects or similar events  related  to  the
Salton  Sea  Projects  or the Partnership  Projects;  or  (d)  in
certain  circumstances  if  any  New  Project  fails  to  achieve
Substantial  Completion by the applicable Guaranteed  Substantial
Completion  Date  or receives certain net performance  liquidated
damages under the construction contract for such Project  or  (e)
upon  the  foreclosure  by  the Collateral  Agent  of  Collateral
securing  the  Guarantor's  obligations  under  the  Salton   Sea
Guarantee, the Partnership Guarantee or Royalty Guarantee.


Distributions

  Distributions may be made only from and to the extent of monies
on  deposit  in  the  Distribution Fund.  Such distributions  are
subject to the prior satisfaction of the following conditions:

  (a)    the  amounts  contained in the Principal  Fund  and  the
    Interest Fund shall be equal to or greater than the aggregate
    scheduled  principal and interest payments next  due  on  the
    Securities;
  (b)    no Default or Event of Default under the Indenture shall
    have occurred and be continuing;
  (c)    the  Debt Service Coverage Ratio for the preceding  four
    fiscal quarters, measured as one annual period (or, with respect
    to any proposed distribution date prior to the first anniversary
    of  the  Closing Date, using a combination of historical  and
    projected results, as provided in the Indenture), is equal to or
    greater than 1.4 to 1, if such distribution date occurs prior to
    the year 2000, and, if in or subsequent to the year 2000,  is
    equal to or greater than 1.5 to 1, as certified by an officer of
    the Funding Corporation;
<PAGE>
  (d)   the projected Debt Service Coverage Ratio of the Securities
    for the succeeding four fiscal quarters measured as one annual
    period is equal to or greater than 1.4 to 1, if such distribution
    date occurs prior to the year 2000, and, if such distribution
    date occurs in or subsequent to the year 2000, is equal to or
    greater than 1.5 to 1, as certified by an officer of the Funding
    Corporation;
  (e)   the Debt Service Reserve Fund shall have a balance equal to
    or greater than the Debt Service Reserve Letter (or Letters) of
    Credit shall be equal to or greater than (collectively with the
    balance,  if any, in the Debt Service Reserve Fund) the  Debt
    Service Reserve Fund Required Balance;
  (f)     an  officer  of  the  Funding  Corporation  provides  a
    certificate (based on customary assumptions) that  there  are
    sufficient  geothermal resources to operate  the  Salton  Sea
    Projects  and  the Partnership Projects at contract  capacity
    through the Final Maturity Date; and
  (g)    Substantial  Completion of each New Project  shall  have
    occurred on or prior to such New Project's Guaranteed Substantial
    Completion Date unless the required amount of Securities shall
    have  been  redeemed  as  described  above  under  "Mandatory
    Redemption" or (ii) the Rating Agencies shall have confirmed that
    no Rating Downgrade would result from such delay; provided that
    such condition will apply to a New Project only (x) after such
    New Project's Guaranteed Substantial Completion Date or (y) if
    such New Project has been abandoned.

Ranking and Security for the Securities

   The  Securities  are  senior debt of the Funding  Corporation.
Payment of the Securities is provided for by payments to be  made
by  the  Guarantors under their Project Notes, and the Securities
are  secured by a pledge to the Collateral Agent of  all  of  the
outstanding  capital  stock of the Funding  Corporation  and  the
Guarantees.

Recourse Only to the Funding Corporation and the Guarantors

  The obligations to pay principal, premium, if any, and interest
on   the   Securities  are  obligations  solely  of  the  Funding
Corporation,  secured  by a pledge of the capital  stock  of  the
Funding  Corporation  and  entitled  to  the  benefits   of   the
Guarantees.   None of MidAmerican or Magma (nor any  stockholder,
officer,   director  or  employee  thereof  or  of  the   Funding
Corporation, or of the Guarantors nor any affiliate thereof other
than  the Guarantors pursuant to their Guarantees) will guarantee
the  payment of the Securities or has any obligation with respect
to  the  payment  of  the  Securities  except  the  guarantee  by
MidAmerican  for  the  direct and indirect  owners  of  the  Zinc
Recovery  Project  of a specified portion of the  scheduled  debt
service   on  the  Series  F  Securities  including  the  current
principal amount of $140.52 million and associated interest.

Incurrence of Additional Debt

   The  Funding Corporation shall not incur any Debt  other  than
"Permitted Debt".  "Permitted Debt" means:

  (a)   The Securities;
  (b)   Debt incurred to acquire the East Mesa Project in whole or
    in part; provided that no such Debt may be incurred unless at the
    time of such incurrence (i) no Default or Event of Default has
    occurred and is continuing and (ii) the Rating Agencies confirm
    that  the incurrence of such Debt will not result in a Rating
    Downgrade;
(c)   Debt incurred to develop, construct, own, operate or
acquire additional Permitted Facilities in the Imperial Valley
("Additional Projects"); provided that no such debt may be
incurred unless at the time of such incurrence (i) no Default or
Event of Default has occurred and is continuing and (ii) the
Rating Agencies confirm that the Securities will maintain an
Investment Grade Rating after giving effect to such Debt;
(d)   Debt incurred to finance the making of capital improvements
to the Salton Sea Projects, the Partnership Projects or
Additional Projects required to maintain compliance with
applicable law or anticipated changes therein; provided that no
such Debt may be incurred unless at the time of such incurrence
the Independent Engineer confirms as reasonable (i) a
certification by the Funding Corporation (containing customary
qualifications) that the proposed capital improvements are
reasonably expected to enable such Project to comply with
applicable or anticipated legal requirements and (ii) the
<PAGE>
calculations of the Funding Corporation that demonstrate, after
giving effect to the incurrence of such Debt, the minimum
projected Debt Service Coverage Ratio (x) for the next four
consecutive fiscal quarters, commencing with the quarter in which
such Debt is incurred, taken as one annual period, and (y) for
each subsequent fiscal year through the Final Maturity Date, will
not be less than 1.2 to 1;
(e)   Debt incurred to finance the making of capital improvements
to the Salton Sea Projects, the Partnership Projects or
Additional Projects not required by applicable law so long as
after giving effect to the incurrence of such Debt (i) no Default
or Event of Default has occurred and is continuing, and (ii) (A)
the Independent Engineer confirms as reasonable (x) the
calculations of the Funding Corporation that demonstrate that the
minimum projected Debt Service Coverage Ratio for the next four
consecutive quarters, taken as one annual period, and each
subsequent fiscal year, will not be less than 1.4 to 1, and (y)
the calculations of the Funding Corporation that demonstrate the
average projected Debt Service Coverage Ratio for all succeeding
fiscal years until the Final Maturity Date will not be less than
1.7 to 1 or (B) the Rating Agencies confirm that the incurrence
of such Debt will not result in a Rating Downgrade;
(f)   Working Capital Debt in an aggregate amount not to exceed
$15,000,000;
(g)   Debt incurred under the Debt Service Reserve LOC
Reimbursement Agreement;
(h)   Debt incurred in connection with certain permitted interest
rate swap arrangements;
(i)   Debt incurred by the Funding Corporation in an aggregate
amount not to exceed $30,000,000, in connection with the
development, construction, ownership, operation, maintenance or
acquisition of Permitted Facilities; and
(j)   Subordinated Debt from Affiliates in an aggregate amount
not to exceed $200,000,000 which shall be used to finance
capital, operating or other costs with respect to the Projects or
Additional Projects.
  
    All  Permitted Debt incurred by the Funding Corporation shall
be loaned to the Guarantors and guaranteed by the Guarantors.

Principal Indenture Covenants

   Principal  covenants under the Indenture require  the  Funding
Corporation   to   agree,  subject  to  certain  exceptions   and
qualifications,  (a) not to exercise any remedies  or  waive  any
defaults  under  the  Credit Agreements and  the  Project  Notes,
except  as  otherwise permitted under the Indenture; (b)  not  to
incur  (i)  any Debt except Permitted Debt or (ii) any Lien  upon
any of its properties except Permitted Liens and (c) not to enter
into  any  transaction of merger or consolidation or  change  its
form of organization or its business.

Equity Commitment

   Pursuant  to  the  Equity  Commitment  Agreement  executed  by
MidAmerican in favor of the Guarantors and the Collateral  Agent,
MidAmerican agreed to contribute cash equity to the Guarantors in
an amount of up to $122,513,000 to fund a portion of the budgeted
costs for construction of the New Projects and Additional Capital
Improvements.

The Project Notes

   The  Salton  Sea  Guarantors jointly and  severally  issued  a
Project  Note in an initial principal amount of $325,000,000  and
an  additional  project note in the amount  of  $83,272,000;  the
Partnership  Guarantors jointly and severally  issued  a  Project
Note   in  an  initial  principal  amount  of  $75,000,000,   and
additional   project  notes  in  amounts  of   $135,000,000   and
$201,728,000,  respectively, and the Royalty Guarantor  issued  a
Project Note in an initial principal amount of $75,000,000.

   The  Guarantee  and Project Notes issued  by  the  Salton  Sea
Guarantors  are senior secured Debt of the Salton Sea Guarantors.
Security for payment of the Guarantee and Project Notes issued by
the  Salton  Sea  Guarantors includes: (a) an assignment  of  all
revenues  received by the Salton Sea Guarantors from  the  Salton
Sea  Projects  which  will  be applied  in  accordance  with  the
priorities of payment established under the Depositary Agreement;
<PAGE>
(b)  a  Lien on the geothermal property interests of each of  the
Salton  Sea  Guarantors  and  the  Salton  Sea  Projects;  (c)  a
collateral assignment of certain material contracts; (d) a pledge
of  the equity interests in the Salton Sea Guarantors; and (e)  a
Lien  on the funds of the Salton Sea Guarantors on deposit  under
the  Depositary  Agreement. The assets described in  clauses  (a)
through  (e)  and  any other assets securing  the  Guarantee  and
Project Notes issued by the Salton Sea Guarantors at any time are
collectively referred to herein as the "Salton Sea Collateral."

   The  Guarantee  and  Project Notes issued by  the  Partnership
Guarantors are senior secured Debt of the Partnership Guarantors.
Security for payment of the Guarantee and Project Notes issued by
the  Partnership  Guarantors includes: (a) an assignment  of  all
revenues  received by the Partnership Project Companies from  the
Partnership Projects and of all available Equity Cash  Flows  and
Royalties  of  the Initial Partnership Guarantors which  will  be
applied  in accordance with the priorities of payment established
under  the Depositary Agreement; (b) a Lien on substantially  all
of  the  assets of each of the Partnership Project Companies  and
the  Partnership Projects; (c) a collateral assignment of certain
material  contracts  and payment rights;  (d)  a  pledge  of  the
capital  stock of (or other equity interests in) the  Partnership
Guarantors;  and (e) a Lien on the Capital Expenditure  Fund  and
any  other  funds of the Partnership Guarantors on deposit  under
the  Depositary Agreement.  The assets described in  clauses  (a)
through  (e) and any other assets securing the Guarantee and  the
Project  Notes issued by the Partnership Guarantors at  any  time
are   collectively   referred  to  herein  as  the   "Partnership
Collateral."

   The Guarantee and Project Note issued by the Royalty Guarantor
are  senior  secured Debt of the Royalty Guarantor. Security  for
the payment of the Guarantee and Project Note or Notes issued  by
the   Royalty  Guarantor  includes:  (a)  an  assignment  of  all
Royalties paid to the Royalty Guarantor which will be applied  in
accordance with the priorities of payment established  under  the
Depositary  Agreement;  (b) a collateral  assignment  of  certain
material  contracts;  (c) a pledge of the capital  stock  of  the
Royalty  Guarantor; and (d) a Lien on any funds  of  the  Royalty
Guarantor  on deposit under the Depositary Agreement. The  assets
described  in  clauses  (a)  through (d)  and  any  other  assets
securing  the  Guarantee and Project Note issued by  the  Royalty
Guarantor at any time are collectively referred to herein as  the
"Royalty Collateral."

Principal Credit Agreement Covenants

   Principal  covenants under the Credit Agreements require  each
Guarantor   to   agree,   subject  to  certain   exceptions   and
qualifications, (a) not to enter into any transaction  of  merger
or  consolidation,  change  its form of organization,  liquidate,
wind-up  or  dissolve  itself; (b) not to  enter  into  non-arm's
length  transactions or agreements with Affiliates;  (c)  not  to
incur  (i) any Debt except Permitted Guarantor Debt and (ii)  any
Liens  except  for  Permitted Liens; (d) not  to  engage  in  any
business  other  than  as contemplated by the  respective  Credit
Agreement;  and  (e) not to amend, terminate or otherwise  modify
certain of the Project Documents to which they are a party except
as  permitted under the respective Credit Agreements. In addition
to  these principal covenants, in the Salton Sea Credit Agreement
and  the  Partnership Credit Agreement, the Salton Sea Guarantors
and the Partnership Guarantors have agreed (a) not to sell, lease
or  transfer  any property or assets material to the  Salton  Sea
Projects  or the Partnership Projects, as applicable,  except  in
the ordinary course of business; and (b) to maintain insurance as
is  generally carried by companies engaged in similar  businesses
and owning similar properties.

Considerations Regarding Limitation on Remedies

   A  significant portion of the proceeds of the Initial Offering
were  distributed  to  MidAmerican to repay certain  non-recourse
indebtedness  incurred  by MidAmerican  in  connection  with  the
acquisition  of  Magma  (including the Guarantors).  The  Royalty
Guarantor has purchased an assignment of the Royalties from Magma
pursuant to the Magma Assignment Agreement. Magma has also agreed
to  make  certain payments to CEOC pursuant to the Magma Services
Agreement and to secure such payment obligation with a collateral
assignment  of  certain cash flows. The Guarantors have  executed
Guarantees with respect to the entire amount of Securities. Under
certain circumstances (including a proceeding under Title  11  of
the United States Code or any similar proceeding), it is possible
that a creditor of a Guarantor or Magma could make a claim, under
federal  or  state fraudulent conveyance laws, that  the  Funding
Corporation's  claims under the Credit Agreements,  the  Security
Holders'  claims  under the Guarantees, the  Royalty  Guarantor's
interest  pursuant  to the Magma Assignment Agreement  or  CEOC's
<PAGE>
rights  under the Magma Services Agreement should be subordinated
or  not  enforced in accordance with such instruments'  terms  or
that  payments thereunder (including payments to the  Holders  of
the  Securities) should be recovered. In order to prevail on such
a   claim,  a  claimant  would  have  to  demonstrate  that   the
obligations  incurred under any Guarantor's Credit  Agreement  or
Guarantee  or  the  transfers  made under  the  Magma  Assignment
Agreement  or the Magma Services Agreement were not  incurred  in
good  faith  or that any Guarantor or Magma did not receive  fair
consideration in connection with such obligations and  transfers,
and  that any Guarantor or Magma is and was insolvent at the time
of  entering  into  the  Credit Agreement, Guarantee,  the  Magma
Assignment Agreement and/or the Magma Services Agreement or  that
it did not have and will not have sufficient capital for carrying
on  its business or was not and will not be able to pay its debts
as they mature.

Reliance on Single Utility Customer

   Each of the operating Existing Projects relies on an agreement
with  Edison  to  generate  100% of its operating  revenues.  The
payments  under  these agreements have constituted  100%  of  the
operating  revenues of each operating Existing Project since  its
inception,  and  may  do so for the life of the  Securities.  Any
material failure of Edison to fulfill its contractual obligations
under the Power Purchase Agreements could have a material adverse
effect on the ability of the Funding Corporation to pay principal
of and interest on the Securities.

Power Price and Sales Uncertainty

   The  Power  Purchase Agreements pursuant to which all  of  the
Existing  Projects (other than Salton Sea I and Salton  Sea   IV)
sell  electricity to SCE are SO4 Agreements.  The SO4  Agreements
provide for both capacity payments and energy payments for a term
of  30  years.  While the basis for the capacity payment of  each
SO4 Agreement is fixed for the entire 30-year term, the price  of
energy payments is fixed only for the first ten years of the term
(the  "Fixed  Price  Period").  Thereafter, the  required  energy
payment  converts to SCE's Avoided Cost of Energy, as  determined
by  a  methodology  approved by, and subject to  change  by,  the
California  Public Utility Commission ("CPUC"). The  Fixed  Price
Period expired in February 1996 for Vulcan, in December 1998  for
Del Ranch and Elmore; and in February 1999 for Salton Sea III and
will  expire in December 1999 for Leathers and in April 2000  for
Salton Sea II.

   For  the  year ended December 1998 and 1997, Edison's  average
Avoided  Cost  of  Energy was 3.0 cents and 3.3  cents  per  kWh,
respectively,  which is substantially below the  contract  energy
prices earned for the year ended December 31, 1998.  Estimates of
Edison's  future  Avoided Cost of Energy vary substantially  from
year  to year. The Funding Corporation and the Guarantors  cannot
predict  the likely level of Avoided Cost of Energy prices  under
the  SO4  Agreements  and  the modified  SO4  Agreements  at  the
expiration of the Fixed Price Periods.  The revenues generated by
each  of the Projects operating under SO4 Agreements will  likely
decline significantly after the expiration of the relevant  Fixed
Price Periods.

   Although approximately one-third of the net electrical  output
of  Salton  Sea  V  is expected to be sold for use  by  the  Zinc
Recovery  Project, neither Salton Sea V nor the CE Turbo  Project
currently  has  any power sales agreements for the  rest  of  the
capacity of such Projects.  The strategy for Salton Sea V and the
CE  Turbo  Project  is  to sell output not  needed  by  the  Zinc
Recovery Project in short term transactions through the PX or  in
such  other transactions from time to time as may be found to  be
more  advantageous than those conducted through the PX.   The  PX
was  recently created to establish markets for the sale of  power
on  a daily and an hourly basis.  Thus, PX prices are expected to
have  the  characteristics  of short  term  spot  prices  and  to
fluctuate  from time to time in a manner that cannot be predicted
with  accuracy  and  is  not within the control  of  the  Funding
Corporation, the Guarantors or any other person.

Zinc Price and Sales Uncertainty

   Because most of the Zinc Recovery Project's revenues  will  be
derived  from the sale of zinc, earnings will be directly related
to the price of zinc in the domestic and world markets.  However,
zinc  prices  fluctuate  and are affected  by  numerous  factors,
including  expectations  of  inflation,  speculative  activities,
currency  exchange  rates, interest rates,  global  and  regional
<PAGE>
demand   and   production,  political  and  economic  conditions,
discovery  of  new  deposits,  and  production  costs  in   major
producing regions.  The aggregate effect of these factors, all of
which  are beyond the control of the Funding Corporation  or  the
Guarantors, is impossible for the Funding Corporation to predict.

Construction Uncertainty

   Although the eight Existing Projects have been operating for a
number   of   years,  the  three  New  Projects  have   commenced
construction  pursuant  to  fixed  price,  date  certain  turnkey
engineering,  procurement  and  construction  contracts  and  are
subject  to  customary risks associated with the construction  of
power  and metals processing plants including risks of delays  in
completion,  cost overruns and failures to perform in  accordance
with  contract terms.  In addition, while each of the  individual
process  steps  to  be  utilized in  the  Zinc  Recovery  Project
(including  ion  exchange, solvent extraction and electrowinning)
has  been  in  operation  for  more than  twenty  years  and  the
demonstration plant at the SSKGRA has successfully recovered zinc
through  this integrated process, the integrated process for  the
production  of zinc from geothermal brine has not been  attempted
in  a  large  scale commercial facility.  Any material unremedied
delay  in or unsatisfactory completion of the New Projects  could
have  an adverse effect on the applicable Guarantors' results  of
operations.

Uncertainties   Relating  to  Exploration  and   Development   of
Geothermal Energy Resources

   Geothermal exploration, development and operations are subject
to uncertainties which vary among different geothermal reservoirs
and  are  similar to those typically associated with oil and  gas
exploration and development, including dry holes and uncontrolled
releases.  Because of the geological complexities  of  geothermal
reservoirs,  the  geographic  area  and  sustainable  output   of
geothermal  reservoirs  can  only  be  estimated  and  cannot  be
definitively  established. There is, accordingly, a  risk  of  an
unexpected decline in the capacity of geothermal wells and a risk
of  geothermal  reservoirs  not being  sufficient  for  sustained
generation of the electrical power capacity desired.

   In  addition,  both the cost of operations and  the  operating
performance of geothermal power plants may be adversely  affected
by a variety of operating factors. Production and injection wells
can require frequent maintenance or replacement. Corrosion caused
by  high-temperature  and  high-salinity  geothermal  fluids  may
require  the replacement or repair of certain equipment,  vessels
or  pipelines. New production and injection wells may be required
for   the   maintenance  of  current  operating  levels,  thereby
requiring substantial capital expenditures.

                               Insurance

   The Salton Sea Projects and the Partnership Projects currently
possess property, business interruption, catastrophic and general
liability insurance. Proceeds of insurance received in connection
with  the  Salton Sea Projects will be payable to the  Depositary
for  the account of the Salton Sea Guarantors and will be applied
as  required under the Financing Documents. However, proceeds  of
insurance  received  in connection with the Partnership  Projects
will  be payable to or for the account of the Partnership Project
Companies  and will not be payable to the Partnership  Guarantors
except  in  the  event  that  such  proceeds  are  paid  to   the
Partnership Guarantors as an equity distribution.  There  can  be
no  assurance that such comprehensive insurance coverage will  be
available in the future at commercially reasonable costs or terms
or  that the amounts for which the Salton Sea Guarantors and  the
Partnership  Guarantors  are or will be insured  will  cover  all
potential losses.

  Because geothermally active areas such as the area in which the
Projects  are  located are subject to frequent low-level  seismic
disturbances, and serious seismic disturbances are possible,  the
power generating plants and other facilities at the Projects  are
designed and built to withstand relatively significant levels  of
seismic  disturbance. However, there is no assurance that seismic
disturbances  of a nature and magnitude so as to  cause  material
damage  to the Projects or gathering systems or a material change
in  the  nature of the geothermal resource will not  occur,  that
<PAGE>
insurance with respect to seismic disturbances will be maintained
by  or  on behalf of all of the Projects, that insurance proceeds
will be adequate to cover all potential losses sustained, or that
insurance will continue to be available in the future in  amounts
adequate to insure against such seismic disturbances.

              Regulatory and Environmental Matters

   The  Guarantors are subject to a number of environmental  laws
and  regulations  affecting many aspects  of  their  present  and
future  operations, including the disposal of  various  forms  of
materials resulting from geothermal reservoir production and  the
drilling  and  operation of new wells. Such laws and  regulations
generally require the Guarantors to obtain and comply with a wide
variety  of  licenses, permits and other approvals. In  addition,
regulatory compliance for the construction of new facilities is a
costly  and  time-consuming process, and  intricate  and  rapidly
changing environmental regulations may require major expenditures
for  permitting  and  create  the risk  of  expensive  delays  or
material  impairment of project value if projects cannot function
as  planned  due  to  changing regulatory requirements  or  local
opposition.  The Guarantors and the Projects also remain  subject
to  a  varied  and  complex  body  of  environmental  and  energy
regulations  that  both public officials and private  individuals
may  seek  to  enforce. There can be no assurance  that  existing
regulations will not be revised or that new regulations will  not
be  adopted  or  become  applicable to  the  Guarantors  and  the
Projects  which could have an adverse impact on their operations.
In  particular, the independent power market in the United States
is   dependent  on  the  existing  energy  regulatory  structure,
including  the  Public Utility Regulatory Policies Act  ("PURPA")
and  its  implementation by utility commissions  in  the  various
states.   The   structure  of  such  federal  and  state   energy
regulations  has  in  the past, and may in  the  future,  be  the
subject  of  various  challenges and restructuring  proposals  by
utilities and other industry participants. The implementation  of
regulatory   changes   in   response  to   such   challenges   or
restructuring proposals, or otherwise imposing more comprehensive
or  stringent requirements on the Guarantors and Projects,  which
would  result in increased compliance costs could have a material
adverse  effect on the Guarantors' and the Projects'  results  of
operations.

                           Employees

   Employees  necessary  for  the operation  of  the  Salton  Sea
Projects and the Partnership Projects are provided by CEOC, under
the operation and maintenance agreements described below.  As  of
December  31,  1998, CEOC employed 166 people at the  Salton  Sea
Projects  and  the  Partnership  Projects,  collectively.    CEOC
employees are not covered by any collective bargaining agreement.
The  Funding Corporation believes that CEOC's employee  relations
are good.

   CEOC  maintains a qualified technical staff covering  a  broad
range of disciplines including geology, geophysics, geochemistry,
hydrology,    volcanology,   drilling    technology,    reservoir
engineering,   plant   engineering,   construction    management,
maintenance  services, production management and  electric  power
operation.

    Administrative  services  for  the  Guarantors  are  provided
pursuant  to  the  administrative services  agreements  described
below.  MidAmerican employees provide corporate level managerial,
financial,   accounting,  technical  and   other   administrative
services   and   CEOC   employees  provide  certain   accounting,
purchasing and payroll services.

Item 2.  Properties

  The Funding Corporation does not separately own or lease office
space  but  has  arranged for a separate suite  at  MidAmerican's
offices  in Omaha, Nebraska.  (See page 4 for a schedule  of  the
Guarantors facilities.)

Item 3.  Legal Proceedings

   The  Funding Corporation is not a party to any material  legal
proceedings.
<PAGE>

Item 4.Submission of Matters to a Vote of Security Holders.

  Not applicable.
<PAGE>
                            Part II


  Item  5.  Market  for Registrant's Common  Equity  and  Related
Stockholder's Matters

  Not applicable.

Item 6.  Selected Financial Data (Dollars in thousands)

Salton Sea Funding Corporation

   The  following tables set forth selected historical  financial
and  operating data of the Funding Corporation.  The data  should
be  read in conjunction with the financial statements and related
notes and other financial information appearing elsewhere in this
Form 10-K.


                      Year Ended   Year Ended   Year Ended  From June 20, 1995
                     December 31,  December 31, December 31,  (Inception Date)
                       1998(1)         1997         1996(2)        through
                                                            December 31, 1995(3)

Total revenues          $39,329      $40,674      $40,567            $17,577
Net income                1,783        1,461        1,821              1,507


                      December 31,  December 31,  December 31,   December 31,
                        1998(1)        1997         1996(2)         1995(3)

Total assets           $659,337     $474,289     $575,989           $522,521
Senior secured notes 
  and bonds             626,816      448,754      538,982            452,088
Total liabilities       647,399      464,134      567,295            515,571
Total stockholder's 
  equity                 11,938       10,155        8,694              6,950

(1)On  October  13,  1998 Funding Corporation  issued  additional
securities of $285,000 of Salton Sea Notes
  and Bonds Series F.

(2)  On  June  20,  1996  Funding Corporation  issued  additional
securities  of  $135,000 of Salton  Sea  Notes  and         Bonds
Series D and E.

(3)Funding  Corporation was formed on June 20, 1995 for the  sole
  purpose  of  acting  as issuer of senior notes  and  bonds  and
  issued $475,000 of senior secured notes and bonds.
<PAGE>
Salton Sea Guarantors

  The  following  tables set forth selected  historical  combined
financial  and operating data of the Salton Sea Guarantors.   The
information   contained  therein  was  extracted   from   certain
historical information of Magma Power Company and certain of  its
affiliates.   The  data  should be read in conjunction  with  the
financial  statements  and  related  notes  and  other  financial
information appearing elsewhere in this Form 10-K.

                                   Year Ended December 31,

                            1998       1997      1996(1)    1995(2)    1994
Sales  of electricity    $106,274   $106,252    $90,982    $71,605   $74,576
Total revenues            107,091    106,425     91,123     71,605    74,998
Net income                 45,939     42,816     35,031     17,955    31,943

Total assets              628,515    556,353    565,934    500,400   232,914
Loans payable                  --         --         --         --   114,308
Senior secured 
  project note            310,030    266,208    299,840    321,500        --
Total liabilities         348,388    322,165    374,562    330,801   114,936

(1)    In June 1996, Salton Sea IV commenced operations.

(2)    Information as of December 31, 1995 and for the year  then
  ended  reflects  adjustments which have been made  to  the  net
  assets  of  the Salton Sea Guarantors to reflect the effect  of
  the  acquisition of Magma accounted for as a purchase  business
  combination pushed down to the Salton Sea Guarantors.
<PAGE>
Partnership Guarantors

  The  following  tables set forth selected  historical  combined
financial and operating data of the Partnership Guarantors.   The
information   contained  therein  was  extracted   from   certain
historical information of Magma Power Company and certain of  its
affiliates.   The  data  should be read in conjunction  with  the
financial  statements  and  related notes,  and  other  financial
information appearing elsewhere in this Form 10-K.

                                       Year Ended December 31,
                              1998       1997       1996(1)     1995(2)    1994
Sales of electricity       $165,779   $158,125     $132,212    $76,909   $70,692
Total revenues              172,565    162,315      140,226     87,483    76,050
Net income                   37,134     33,637       25,759     14,637    17,138

Total assets                945,576    736,783      742,183    602,172   180,443
Loans payable                     -          -            -     43,766    52,340
Senior secured 
  project note              293,576    143,610      182,204     62,706         -
Total liabilities           446,743    275,084      314,121    228,440    74,048

(1)    On  April  17,  1996  the remaining 50%  interest  of  the
  Partnership Projects was acquired from Edison
  Mission Energy.

(2)Information  as  of December 31, 1995 and for  the  year  then
  ended  reflects  adjustments which have been made  to  the  net
  assets  of the Partnership Guarantors to reflect the effect  of
  the  acquisition of Magma accounted for as a purchase  business
  combination pushed down to the Partnership Guarantors.
<PAGE>
Royalty Guarantor

     The following tables set forth selected historical financial
and  operating  data of the Royalty Guarantor.   The  information
contained   therein   was  extracted  from   certain   historical
information  of  Magma and certain of its affiliates.   The  data
should  be read in conjunction with the financial statements  and
related notes and other financial information appearing elsewhere
in this Form 10-K.

                                   Year Ended December 31,
                              1998(2)      1997      1996     1995(3)    1994(4)
Total revenues(1)             $51,703    $32,231   $30,143   $28,383    $29,410
Net income(1)                  19,497      8,661     4,769     3,510      8,657

Total assets                  107,561     86,009    91,073   117,341
Senior secured project note    23,210     38,934    56,936    67,882
Total liabilities              69,563     67,508    81,233    89,290

(1)The historical summaries of revenues and related expenses  for
  periods  prior  to  1995,  which were  prepared  on  the  basis
  described  in  the  financial  statements  appearing  elsewhere
  herein,  are  not intended to be complete presentation  of  the
  predecessor's revenues and expenses.

(2)In   1998,  the  Royalty  Guarantor  received  $25,000  in   a
  settlement related to the GEO East Mesa royalties.

(3)Information  as  of December 31, 1995 and for  the  year  then
  ended  reflects  adjustments which have been made  to  the  net
  assets  of the Royalty Guarantor to reflect the effect  of  the
  acquisition  of  Magma  accounted for as  a  purchase  business
  combination pushed down to the Royalty Guarantor.

(4)During  1994,  the  Royalty Guarantor charged  off  is  entire
  outstanding  accrued  Junior SO4 royalty  receivable  from  GEO
  East  Mesa.  The charge amounted to $14,502 and is included  in
  operating  expenses.  Excluding the one time charge,  operating
  expenses would have been $6,251 and net income would have  been
  $23,159.
<PAGE>

Item  7.    Management's  Discussion and  Analysis  of  Financial
Condition and Results of Operations
(Dollars in thousands)

Factors Affecting Results of Operations

   Funding  Corporation was organized for  the  sole  purpose  of
acting  as issuer of senior secured notes and bonds.  On  October
13,   1998,  June  20,  1996  and  July  21,  1995,  the  Funding
Corporation issued $285,000, $135,000 and $475,000, respectively,
of  senior  secured  notes  and bonds  (the  "Securities").   The
Securities  are  payable  from payments  made  of  principal  and
interest  on the Project Notes by the Guarantors, to the  Funding
Corporation.   The  Securities are  guaranteed  on  a  joint  and
several  basis  by  the  Guarantors.   The  guarantees   of   the
Partnership  Guarantors  and Royalty  Guarantor  are  limited  to
available  cash flow.  The Funding Corporation does  not  conduct
any operations apart from issuing the Securities.

   The  periodic  results of operations for  the  Guarantors  are
influenced to varying degrees by a number of factors, principally
the   level  of  revenues  received  under  the  power   purchase
agreements, project capacity utilization, the level of  operating
expenses and capital expenditures.

Power Purchase Agreements

  The Imperial Valley Project consists of the Partnership Project
and  the  Salton  Sea Project located in the Imperial  Valley  in
California.   The operating Partnership Project consists  of  the
Vulcan, Hoch (Del Ranch), Elmore, and Leathers Partnerships.  The
operating Salton Sea Project consist of Salton Sea I, Salton  Sea
II, Salton Sea III and Salton Sea IV.

   Each of the Projects sells electricity to Edison pursuant to a
separate  SO4 Agreement or a negotiated power purchase agreement.
Each  power purchase agreement is independent of the others,  and
performance  requirements  specified within  one  such  agreement
apply  only  to  the Project which is subject to that  agreement.
The  power  purchase  agreements  provide  for  energy  payments,
capacity  payments  and  capacity bonus payments.   Edison  makes
fixed annual capacity payments and capacity bonus payments to the
projects  to  the  extent  that capacity factors  exceed  certain
benchmarks.  The price for capacity is fixed for the life of  the
SO4 Agreements and are significantly higher in the months of June
through September.  Energy payments are at increasing fixed rates
for  the  first ten years after firm operation and thereafter  at
Edison's Avoided Cost of Energy.

  The scheduled energy price periods of the Partnership Projects'
SO4  Agreements  extended  until February  1996  for  the  Vulcan
Partnership,  December  1998  for  the  Del  Ranch   and   Elmore
Partnerships  and  extend until December 1999  for  the  Leathers
Partnerships. The SO4 Agreements for Leathers provides for energy
rates of 15.6 cents per kWh in 1999.

   Salton Sea I sells electricity to Edison pursuant to a 30-year
negotiated power purchase agreement, as amended (the "Salton  Sea
I  PPA"),  which provides for capacity and energy payments.   The
energy  payment is calculated using a Base Price which is subject
to  quarterly adjustments based on a basket of indices.  The time
period  weighted average energy payment for Salton Sea I was  5.4
cents per kWh during 1998.  As the Salton Sea I PPA is not an SO4
Agreement, the energy payments do not revert to Edison's  Avoided
Cost of Energy.  The capacity payment is approximately $1,100 per
annum.

   Salton  Sea II and Salton Sea III sell electricity  to  Edison
pursuant  to  30-year modified SO4 Agreements  that  provide  for
capacity  payments, capacity bonus payments and energy  payments.
The  price  for  contract  capacity and contract  capacity  bonus
payments  is  fixed for the life of the modified SO4  Agreements.
The  energy payments for the first ten year period, which  period
expires in April 2000 and February 1999 are levelized at  a  time
period  weighted average of 10.6 cents per kWh and 9.8 cents  per
kWh   for  Salton  Sea  II  and  Salton  Sea  III,  respectively.
Thereafter,  the  monthly energy payments  will  be  at  Edison's
Avoided  Cost  of  Energy.  For Salton Sea  II  only,  Edison  is
entitled  to  receive, at no cost, 5% of all energy delivered  in
excess  of  80% of contract capacity through September 30,  2004.
The  annual  capacity and bonus payments for Salton  Sea  II  and
Salton Sea III are approximately $3,300 and $9,700, respectively.
<PAGE>
   Salton  Sea  IV  sells  electricity to Edison  pursuant  to  a
modified  SO4  agreement  which provides  for  contract  capacity
payments on 34 MW of capacity at two different rates based on the
respective  contract  capacities  deemed  attributable   to   the
original  Salton Sea PPA option (20 MW) and to the original  Fish
Lake  PPA  (14  MW).  The capacity payment price for  the  20  MW
portion  adjusts quarterly based upon specified indices  and  the
capacity payment price for the 14 MW portion is a fixed levelized
rate.   The energy payment (for deliveries up to a rate  of  39.6
MW)  is  at a fixed price for 55.6% of the total energy delivered
by  Salton Sea IV and is based on an energy payment schedule  for
44.4%  of  the  total  energy delivered by Salton  Sea  IV.   The
contract  has  a  30  year term but Edision is  not  required  to
purchase the 20 MW of capacity and energy originally attributable
to  the  Salton  Sea I PPA option after September 30,  2017,  the
original termination date of the Salton Sea I PPA.

  For the year ended December 31, 1998 and 1997, Edison's average
Avoided  Cost  of  Energy was 3.0 cents and 3.3  cents  per  kWh,
respectively,  which is substantially below the  contract  energy
prices earned for the year ended December 31, 1998. Estimates  of
Edison's  future  Avoided Cost of Energy vary substantially  from
year  to  year.  The Company cannot predict the likely  level  of
Avoided  Cost of Energy prices under the SO4 Agreements  and  the
modified  SO4  Agreements  at  the expiration  of  the  scheduled
payment  periods.  The revenues generated by each of the projects
operating  under SO4 Agreements will likely decline significantly
after the expiration of the respective scheduled payment periods.

Capacity Utilizations

   For  purposes of consistency in financial presentation,  plant
capacity  factors  for  Vulcan,  Hoch  (Del  Ranch),  Elmore  and
Leathers plants are based on nominal capacity amounts of 34,  38,
38,  and 38 net MW respectively, and for Salton Sea I, Salton Sea
II, Salton Sea III and Salton Sea IV plants, are based on nominal
capacity  amounts of 10, 20, 49.8 and 39.6 net MW,  respectively.
Each  plant  possesses  an  operating  margin  which  allows  for
production in excess of the amount listed above.  Utilization  of
this operating margin is based upon a variety of factors and  can
be  expected  to vary throughout the year under normal  operating
conditions.

   The following operating data represents the aggregate capacity
and electricity production of Salton Sea I and II, Salton Sea III
and Salton Sea IV:

                                Years Ended December 31,
                                 1998         1997       1996
Overall capacity factor          94.2%        95.6%      90.4%
Capacity NMW (average)           119.4        119.4     103.0*
Kwh produced (in thousands)    985,500      999,400    817,400
  * Weighted average for the commencement of operations at Salton
Sea IV in 1996.

The  following  operating data represents the aggregate  capacity
and  electricity  production of Vulcan,  Del  Ranch,  Elmore  and
Leathers:

                              Years Ended December 31,
                                  1998        1997         1996
Operating capacity factor       101.3%      102.2%       104.8%
Capacity NMW (average)           148.0       148.0        148.0
Kwh produced (in thousands)  1,313,900   1,324,400    1,361,800

<PAGE>
Results of Operations for the Years Ended December 31, 1998, 1997
and 1996

Revenues

      The  Salton Sea Guarantors' sales of electricity  increased
marginally to $106,274 for the year ended December 31, 1998  from
$106,252  for the same period in 1997. The Salton Sea Guarantors'
sales  of  electricity increased to $106,252 for the  year  ended
December  31, 1997 from $90,982 for the same period  in  1996,  a
16.8%  increase.  This increase was due primarily to the addition
of  Salton  Sea  IV which commenced operations in June  1996  and
increased electricity production at the other plants.

      The  Partnership Guarantors' sales of electricity increased
to  $165,779  for the year ended December 31, 1998 from  $158,125
for  the  same  period in 1997, a 4.8% increase. The  Partnership
Guarantors'  sales of electricity increased to $158,125  for  the
year ended December 31, 1997 from $132,212 for the same period in
1996,  a 19.6% increase.  This increase was due primarily to  the
acquisition  of  the remaining 50% interest of  the  Partnerships
owned   by  Edison  Mission  Energy  (the  "Partnership  Interest
Acquisition") in April 1996.

    Interest  and  other  income for the  Partnership  Guarantors
increased  to  $6,786 for the year ended December 31,  1998  from
$4,190 for the same period in 1997.  The increase in 1998 was due
to  interest income on the restricted cash.  Interest  and  other
income for the Partnership Guarantors decreased to $4,190 for the
year  ended December 31, 1997 from $8,014 for the same period  in
1996.   The decrease was attributable to lower cash balances  and
the  fact that the Partnership Guarantor is no longer recognizing
management  fee  income  because  of  the  Partnership   Interest
Acquisition in April 1996.

     The  Royalty Guarantor revenue increased to $51,703 for  the
year ended December 31, 1998 from $32,231 for the same period  in
1997  and $30,143 for the same period in 1996.  The increases  in
royalty  revenue were primarily due to an increase in  East  Mesa
royalty income related to a royalty settlement agreement and  the
result  of  the  higher energy sales at the Partnership  Projects
resulting in higher royalties.

Operating Expenses

     The Salton Sea Guarantors' operating expenses, which include
royalty,  operating,  and  general and  administrative  expenses,
decreased  to $30,306, or 3.08 cents per kWh, for the year  ended
December  31, 1998, from $30,865 or 3.09 cents per  kWh  for  the
same  period  in 1997 and $27,175 or 3.32 cents per kWh  for  the
same  period in 1996.  The increase in expenses from 1996 to 1997
was  due  primarily to the addition of Salton Sea IV which  began
operations in June 1996.

       The  Partnership  Guarantors'  operating  expenses,  which
include   royalty,  operating,  and  general  and  administrative
expenses,  decreased to $63,717, or 5.26 cents per kWh,  for  the
year ended December 31, 1998, from $64,103 or 5.25 cents per  kWh
for the same period in 1997 and $58,945 or 5.36 cents per kWh for
the same period in 1996.  The increase in costs from 1996 to 1997
was due primarily to the Partnership Interest Acquisition and the
increase in royalty expense due to higher revenue.

      The  Royalty  Guarantor's operating expenses  increased  to
$8,120  for the year ended December 31, 1998 from $7,769 for  the
same  period  of  1997 and $7,288 for the same  period  of  1996.
These  increases were due to scheduled increases in  third  party
lessor  royalties  related to the increases  in  the  Partnership
Projects' sales of electricity.

Depreciation and Amortization

      The  Salton  Sea Guarantors' depreciation and  amortization
increased  to $14,857 for the year ended December 31,  1998  from
$14,689 for the year ended December 31, 1997 and $14,272 for  the
year ended December 31, 1996.  The increase in 1997 was primarily
due  to  the  commencement of operations at Salton Sea  IV  which
commenced operations in June 1996.
<PAGE>


      The  Partnership Guarantors' depreciation and  amortization
increased  to $48,615 for the year ended December 31,  1998  from
$38,771  for  the same period in 1997 and $33,974  for  the  same
period in 1996.  The 1998 increase was due to an acceleration  in
the step up depreciation related to the acquisition of Magma. The
1997  increase was due to a full year of depreciation related  to
the Partnership interest acquisition in April 1996.

   The  Royalty Guarantor's amortization was $9,794 for the years
ended  December 31, 1998 and 1997 compared with $10,280  for  the
year ended December 31, 1996.  The decrease in 1997 is consistent
with  the Company's scheduled amortization of the royalty  stream
and  the  excess  of cost over fair value related  to  the  Magma
acquisition.

Interest Expense

       The  Salton  Sea  Guarantors'  interest  expense,  net  of
capitalized  amounts, decreased to $15,989  for  the  year  ended
December 31, 1998 from $18,055 for the same period in 1997.   The
decrease was due primarily to the repayment of debt.  The  Salton
Sea  Guarantors'  interest expense, net of  capitalized  amounts,
increased  to $18,055 for the year ended December 31,  1997  from
$14,645  for  the  same  period in 1996.  The  increase  was  due
primarily to the capitalization of interest related to the Salton
Sea  IV  expansion during the construction period and the mineral
extraction project and the repayment of debt.

      The  Partnership  Guarantors'  interest  expense,  net   of
capitalized  amounts,  decreased to $3,570  for  the  year  ended
December  31, 1998 from $4,430 for the same period  in  1997  and
$4,848  for the same period in 1996.  The decreases are a  result
of  repayment  of  debt and capitalization  of  interest  on  the
mineral  extraction project, partially offset by the issuance  of
$135,000  and  $201,768 of senior secured project notes  in  June
1996 and October 1998.

     The Royalty Guarantors' interest expense decreased to $2,784
for  the  year ended December 31, 1998 from $4,179 for  the  same
period  in  1997  and $5,246 for the same period in  1996.  These
decreases are due to the repayment of debt.

Income Tax Provision

      The  Salton  Sea Guarantors are substantially comprised  of
partnerships.   Income  taxes  are  the  responsibility  of   the
partners and Salton Sea Guarantors have no obligation to  provide
funds  to  the  partners  for payment  of  any  tax  liabilities.
Accordingly, the Salton Sea Guarantors have no tax obligations.

      The  Partnership Guarantors' income tax provision decreased
to  $19,529 for the year ended December 31, 1998 from $21,374 for
the  same period in 1997 and $16,700 for the same period in 1996.
Income  taxes  will be paid by the parent of the Guarantors  from
distributions to the parent company by the Guarantors which occur
after payment of operating expenses and debt service.

   The  Royalty  Guarantor's income tax  provision  increased  to
$11,508 for the year ended December 31, 1998 from $1,828 for  the
same  period  in  1997.   The increase in the  provision  can  be
attributed  to  higher revenues.  The Royalty Guarantor's  income
tax provision decreased to $1,828 for the year ended December 31,
1997  from  $2,560 for the same period in 1996.  The decrease  in
the  provision can be attributed to lower royalty stream  income.
Tax  obligations of the Royalty Guarantor will be remitted to the
parent  company only to the extent of cash flows available  after
operating expenses and debt service.

Net Income

     The Funding Corporation's net income was $1,783 for the year
ended  December  31, 1998 compared to $1,461 for the  year  ended
December  31,  1997 and $1,821 for the period ended December  31,
1996,  which  represented interest income  and  expense,  net  of
applicable  tax,  and  the  Funding Corporation's  1%  equity  in
earnings of the Guarantors.
<PAGE>
      The  Salton Sea Guarantors' net income increased to $45,939
for the year ended December 31, 1998, compared to $42,816 for the
year  ended  December 31, 1997 and $35,031  for  the  year  ended
December 31, 1996.

  The Partnership Guarantors' net income increased to $37,134 for
the  year  ended December 31, 1998, compared to $33,637  for  the
year  ended  December 31, 1997 and $25,759  for  the  year  ended
December 31, 1996.

      The Royalty Guarantor's net income increased to $19,497 for
the year ended December 31, 1998, compared to $8,661 for the year
ended  December  31, 1997 and $4,769 for the year ended  December
31, 1996.

Capital Resources and Liquidity

    Minerals  LLC,  a  Partnership  Guarantor  ("Minerals   LLC")
developed  and owns the rights to proprietary processes  for  the
extraction  of  zinc from elements in solution in the  geothermal
brine  and  fluids  utilized at its Imperial Valley  plants  (the
"Zinc Recovery Project") as well as the production of power to be
used  in  the extraction process.  A pilot plant has successfully
produced commercial quality zinc at the Company's Imperial Valley
Project.

   Minerals  LLC is constructing the Zinc Recovery Project  which
will  recover zinc from the geothermal brine (the "Zinc  Recovery
Project").   Four  facilities  will be  installed  near  Imperial
Valley Project sites to extract a zinc chloride solution from the
brine  through  an ion exchange process.  This solution  will  be
transported to a central processing plant where zinc ingots  will
be   produced  through  solvent  extraction,  electrowinning  and
casting processes.  The Zinc Recovery Project is designed to have
a  capacity of approximately 30,000 metric tonnes per year and is
scheduled to commence commercial operation in mid-2000.  The zinc
produced  by  the Zinc Recovery Project is expected  to  be  sold
primarily  to U.S. West Coast customers such as steel  companies,
alloyers and galvanizers.

  The Zinc Recovery Project is being constructed by Kvaerner U.S.
Inc.  ("Kvaerner")  pursuant  to  a  date  certain,  fixed-price,
turnkey  engineering, procurement and construction contract  (the
"Zinc  Recovery Project EPC Contract").  Kvaerner  is  a  wholly-
owned  indirect  subsidiary of Kvaerner ASA,  an  internationally
recognized engineering and construction firm experienced  in  the
metals, mining and processing industries. Total project costs  of
the  Zinc  Recovery  Project  are expected  to  be  approximately
$200,900 million.  The Company has incurred $24,200 of such costs
through December 31, 1998.

   Power LLC, a Salton Sea Guarantor, is constructing Salton  Sea
V.  Salton Sea V will be a 49 net MW geothermal power plant which
will  sell approximately one-third of its net output to the  Zinc
Recovery  Project.   The  remainder  will  be  sold  through  the
California Power Exchange ("PX").

   Salton  Sea V is being constructed pursuant to a date certain,
fixed  price,  turn-key engineering, procurement and construction
contract  (the  "Salton Sea V EPC Contract") by Stone  &  Webster
Engineering  Corporation ("SWEC").  SWEC is one  of  the  world's
leading  engineering and construction firms for the  construction
of  electric  power plants and, in particular,  geothermal  power
plants.   Salton  Sea  V  is  scheduled  to  commence  commercial
operation in mid-2000.  Total project costs of Salton Sea  V  are
expected to be approximately $119,100.

   Turbo  LLC,  a Partnership Guarantor, is constructing  the  CE
Turbo  Project.  The CE Turbo Project will have a capacity of  10
net  MW.  The net output of the CE Turbo Project will be sold  to
the Zinc Recovery Project or sold through the PX.

   The  Partnership  Projects are upgrading the geothermal  brine
processing  facilities at the Vulcan and Del Ranch Projects  with
the  Region  2  Brine Facilities Construction.   In  addition  to
incorporating  the  pH modification process,  which  has  reduced
<PAGE>
operating  costs  at  the  Salton Sea  Projects,  the  new,  more
efficient  facilities  will  achieve economies  through  improved
brine  processing  systems  and the utilization  of  more  modern
equipment.  The Partnership Projects expect these improvements to
reduce  brine-handling operating costs at the Vulcan Project  and
the Del Ranch Project.

   The  CE  Turbo  Project  and  the Region  2  Brine  Facilities
Construction  are being constructed by SWEC pursuant  to  a  date
certain,  fixed  price,  turnkey  engineering,  procurement   and
construction contract (the "Region 2 Upgrade EPC Contract").  The
obligations  of  SWEC  will be guaranteed  by  Stone  &  Webster,
Incorporated.   The  CE  Turbo Project is scheduled  to  commence
initial  operations in mid-2000 and the Region 2 Brine Facilities
Construction  is scheduled to be completed in early-2000.   Total
project  costs  for both the CE Turbo Project and  the  Region  2
Brine  Facilities  Construction are expected to be  approximately
$63,700.

  On October 13,1998, the Funding Corporation completed a sale to
institutional  investors of $285,000 aggregate amount  of  7.475%
Senior  Secured  Series  F  Bonds due  November  30,  2018.   The
proceeds  from the offering will be used to fund construction  of
the  Zinc  Recovery Project, Salton Sea  V, the CE Turbo Project,
the  Region  2 Brine Facilities Construction, additional  capital
improvements and financing costs. Total equity funding for  these
projects is expected to be approximately $122,500.

  The operating Salton Sea Guarantors' only source of revenue  is
payments  received pursuant to long term power  sales  agreements
with Edison, other than interest earned on funds on deposit.  The
operating  Partnership Guarantors' primary source of  revenue  is
payments  received pursuant to long term power  sales  agreements
with  Edison. The Royalty Guarantor's only source of  revenue  is
Royalties received pursuant to resource lease agreements with the
Partnership Projects and the East Mesa Project.  These  payments,
for each of the Guarantors, are expected to be sufficient to fund
operating  and  maintenance expenses, payments  of  interest  and
principal  on the Securities, projected capital expenditures  and
debt service reserve fund requirements.

  What  is  generally  known as the year  2000  ("Y2K")  computer
issue  arose because many existing computer programs and embedded
systems  use  only  the  last two digits  to  refer  to  a  year.
Therefore,  those  computer programs do not properly  distinguish
between  a  year that begins with "20" instead of "19".   If  not
corrected,  many  computer  applications  could  fail  or  create
erroneous  results.  The failure to correct a material  Y2K  item
could  result  in  an interruption in, or a failure  of,  certain
normal   business   activities  or   operations   including   the
generation,  distribution,  and  supply  of  electricity.    Such
failures  could  materially and adversely  affect  the  Company's
results of operations, liquidity and financial condition.

  The   Y2K  issue  creates  uncertainty  for  the  Company  from
potential  issues with its own computer systems  and  from  third
parties  with  whom the Company deals on transactions  worldwide.
The  Company's operations utilize systems and equipment  provided
by other organizations.  As a result, Y2K readiness of suppliers,
vendors,   service  providers  or  customers  could  impact   the
Company's operations.  The Company is assessing the readiness  of
such  constituent entities and the impacts on those entities that
rely  upon  the  Company's services.  The Company  is  unable  to
determine  at this time whether the consequences of Y2K  failures
of  third  parties will have a material impact on  the  Company's
results of operations, liquidity or financial condition.
  
  The  Company has commenced, for all of its information systems,
a  Y2K  date  conversion project to address  all  necessary  code
changes, testing and implementation in order to resolve  the  Y2K
issue.   The  Company  created a Y2K project  team  to  identify,
assess and correct all of its information technology (IT) and non-
IT  systems, as well as, identify and assess third party systems.
The  Company has identified and assessed substantially all of its
IT  and  non-IT  systems  and  is currently  in  the  process  of
repairing  or replacing those systems which it believes  are  not
year  2000 compliant.  Through December 31, 1998, the Company  is
approximately  93%  complete  in  repairing  or  replacing  those
systems.   The Company expects to be 100% complete of correcting,
testing, and compliance of those systems by June, 1999.
<PAGE>  
  Total  Y2K  expenditures, for both repairing or replacing  non-
compliant systems, are expected to total approximately $100.  The
Company  is not aware of any additional material costs needed  to
be incurred to bring all of its systems into compliance; however,
there is no assurance that additional costs will not be incurred.
  
  Although  management  believes that the  Y2K  project  will  be
substantially  complete before January 1,  2000,  any  unforeseen
failures of the Company's and/or third parties' computer  systems
could  have a material impact on the Company's ability to conduct
its  business.  Accordingly, the Company is developing  a  formal
contingency  plan that is expected to be completed  by  mid  year
1999 to mitigate any potential business interruption.

    Inflation has not had a significant impact on the Guarantors'
operating  revenue and costs; energy payments for the  Guarantors
(excluding  Vulcan) will continue to be based on scheduled  rates
and  are  not adjusted for inflation through the initial ten-year
period of each power purchase agreement.
  
Item  7A.  Qualitative and Quantitative Disclosures About  Market
Risk
  
  The  following discussion of the Company's exposure to  various
market  risks contains "forward-looking statements" that  involve
risks  and  uncertainties.   These projected  results  have  been
prepared  utilizing certain assumptions considered reasonable  in
the circumstances and in light of information currently available
to  the  Company.   Actual results could differ  materially  from
those projected in the forward-looking information.

Interest Rate Risk

  At  December  31, 1998, the Funding Corporation had  fixed-rate
long-term debt of $626,816 in principal amount and having a  fair
value   of  $646,397.   These  instruments  are  fixed-rate   and
therefore do not expose the Company to the risk of earnings  loss
due to changes in market interest rates.  However, the fair value
of  these instruments would decrease by approximately $34,800  if
interest  rates  were  to increase by 10% from  their  levels  at
December  31,  1998.  In general, such a decrease in  fair  value
would impact earnings and cash flows only if the Company were  to
reacquire  all or a portion of these instruments prior  to  their
maturity.
  
  Certain  information included in this report contains  forward-
looking  statements  made  pursuant  to  the  Private  Securities
Litigation  Reform Act of 1995 ("Reform Act").   Such  statements
are  based on current expectations and involve a number of  known
and  unknown risks and uncertainties that could cause the  actual
results and performance of the Company to differ materially  from
any expected future results or performance, expressed or implied,
by  the forward-looking statements.  In connection with the  safe
harbor  provisions of the Reform Act, the Company has  identified
important  factors  that  could cause actual  results  to  differ
materially   from   such   expectations,  including   development
uncertainty,   operating  uncertainty,  acquisition  uncertainty,
uncertainties  relating to doing business outside of  the  United
States,   uncertainties   relating   to   geothermal   resources,
uncertainties relating to domestic and international economic and
political  conditions and uncertainties regarding the  impact  of
regulations,  changes in government policy, industry deregulation
and  competition.  Reference is made to all of the Company's  SEC
filings incorporated herein by reference. The Company assumes  no
responsibility  to  update forward-looking information  contained
herein.
<PAGE>
Item 8.     Financial Statements and Supplementary Data.


                 SALTON SEA FUNDING CORPORATION
                 INDEX TO FINANCIAL STATEMENTS



SALTON SEA FUNDING CORPORATION

Independent auditors' report--Deloitte & Touche LLP         34

Balance sheets as of December 31, 1998 and 1997             35

Statements  of operations for the three years ended 
December  31,1998                                           36

Statements  of  stockholder's equity for the 
three years ended December 31, 1998                         37

Statements of cash flows for the three years 
ended December  31,1998                                     38

Notes to financial statements                               39


SALTON SEA GUARANTORS

Independent auditors' report--Deloitte & Touche LLP         41

Combined balance sheets as of December 31, 1998  and 1997   42

Combined statements of operations for the 
three years ended December 31, 1998                         43

Combined  statements of Guarantors' equity for the 
three years ended December 31, 1998                         44

Combined statements of cash flows for the 
three years ended December 31, 1998                         45

Notes to combined financial statements                      46
<PAGE>
PARTNERSHIP GUARANTORS

Independent auditors' report--Deloitte & Touche LLP         51

Combined balance sheets as of December 31, 1998 and 1997    52

Combined statements of operations for the 
three years ended December 31, 1998                         53

Combined statements of Guarantors' equity for the 
three years ended December 31, 1998                         54

Combined statements of cash flows for the 
three years ended December 31, 1998                         55

Notes to combined financial statements                      56


SALTON SEA ROYALTY COMPANY

Independent auditors' report--Deloitte & Touche LLP         67

Balance sheets as of December 31, 1998 and 1997             68

Statements of operations for the three years 
ended December 31, 1998                                     69

Statements of equity for the three years ended 
December 31, 1998                                           70

Statements of cash flows for the three years 
ended December 31, 1998                                     71

Notes to financial statements                               72
<PAGE>
                 INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholder
Salton Sea Funding Corporation
Omaha, Nebraska

   We  have audited the accompanying balance sheets of Salton Sea
Funding  Corporation as of December 31, 1998  and  1997  and  the
related  statements of operations, stockholder's equity and  cash
flows  for  each of the three years in the period ended  December
31,  1998.  These financial statements are the responsibility  of
the  Company's management.  Our responsibility is to  express  an
opinion on these financial statements based on our audits.

   We  conducted our audits in accordance with generally accepted
auditing  standards. Those standards require  that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

   In  our opinion, such financial statements present fairly,  in
all  material  respects,  the financial position  of  Salton  Sea
Funding  Corporation as of December 31, 1998  and  1997  and  the
results  of  its operations and its cash flows for  each  of  the
three  years in the period ended December 31, 1998 in  conformity
with generally accepted accounting principles.




DELOITTE & TOUCHE LLP
Omaha, Nebraska
January 28, 1999 (March 3, 1999 as to Note 4)
<PAGE>
                SALTON SEA FUNDING CORPORATION
                        BALANCE SHEETS
       (Dollars in Thousands, Except Per Share Amounts)

                                                            December 31,
                                                          1998        1997
ASSETS
Cash                                                 $   17,629   $  15,568
Prepaid expenses and other assets                         6,768       2,823
Secured project notes from Guarantors                   626,816     448,754
Investment  in  1% of net assets of Guarantors            8,124       7,144
                                                    ----------- -----------  
                                                    $   659,337    $474,289
                                                        =======     =======

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Accrued liabilities                                  $    3,971   $   2,782
Due to affiliates                                        16,612      12,598
Senior  secured  notes and bonds                        626,816     448,754
                                                    ----------- -----------
  Total liabilities                                     647,399     464,134

Stockholder's equity:
Common stock--authorized 1,000
  shares, par value $.01 per share;
  issued  and outstanding 100 shares                         -           -
Additional paid-in capital                               5,366       5,366
Retained earnings                                        6,572       4,789
                                                   ----------- -----------
  Total stockholder's equity                            11,938      10,155
                                                   ----------- -----------
                                                      $659,337    $474,289
                                                       =======     =======


The  accompanying notes are an integral part of the financial statements.
<PAGE>
                SALTON SEA FUNDING CORPORATION
                   STATEMENTS OF OPERATIONS
                    (Dollars in Thousands)


                                            For the Year Ended December 31,
                                           1998          1997          1996

Revenues:

Interest income                          $38,349       $39,823       $39,911
Equity in earnings of Guarantors             980           851           656
                                     -----------    ----------     --------- 
                                          39,329        40,674        40,567
Expenses:

General and administrative expenses          804           748           712
Interest expense                          35,495        37,443        36,761
                                      ----------    ----------      --------
Total expenses                            36,299        38,191        37,473
                                      ----------    ----------     ---------
Income before income taxes                 3,030         2,483         3,094
Provision for income taxes                 1,247         1,022         1,273
                                      ----------    ----------     ---------
Net income                               $ 1,783       $ 1,461       $ 1,821
                                          ======        ======        ======


The  accompanying notes are an integral part of the financial statements.
<PAGE>

                SALTON SEA FUNDING CORPORATION
              STATEMENTS OF STOCKHOLDER'S EQUITY
      FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                    (Dollars in Thousands)


                                                 Additional
                             Common Stock          Paid-in     Retained    Total
                          Shares     Amount        Capital     Earnings   Equity
                       ---------  -----------  -----------  -----------  -------
Balance, December 31, 1995  100   $      -        $ 5,443     $  1,507   $ 6,950

Adjustments resulting from capital
  transactions of Guarantors  -          -            (77)           -      (77)
Net income                    -          -              -        1,821     1,821
                       --------   --------       --------      ------- ---------
Balance, December 31, 1996  100   $      -        $ 5,366      $ 3,328  $  8,694

Net income                    -          -              -        1,461     1,461
                       --------   --------       --------     --------  --------
Balance, December 31, 1997  100          -          5,366        4,789    10,155

Net income                    -          -              -        1,783     1,783
                       --------   --------       --------     --------  --------
Balance, December 31, 1998  100   $      -        $ 5,366      $ 6,572   $11,938
                          =====      =====          =====        =====    =====


The  accompanying notes are an integral part of the financial statements.
<PAGE>
                SALTON SEA FUNDING CORPORATION
                   STATEMENTS OF CASH FLOWS
                    (Dollars in Thousands)


                                            For the  Years Ended December 31,

                                                   1998         1997       1996
Cash flows from operating activities:
  Net income                                  $   1,783    $   1,461   $  1,821
  Adjustments to reconcile net income to net
   cash flows from operating activities:
  Equity in earnings of guarantors                 (980)        (851)      (656)
  Changes in assets and liabilities:
   Prepaid expenses and other assets             (3,945)         629       (382)
   Accrued liabilities                            1,189         (509)      (598)
                                               --------    ----------   --------
  Net cash flows from operating activities       (1,953)         730        185
                                               --------    ----------   --------
Cash flows from investing activities:
  Decrease (increase) in restricted cash            ---       14,044     43,212
  Secured project notes from Guarantors        (285,000)         ---   (135,000)
  Principal repayments of secured project
     notes from Guarantors                      106,938       90,228     48,106
                                               ---------   ----------  ---------
  Net cash flows from investing activities     (178,062)     104,272    (43,682)
                                               ---------   ----------  ---------
Cash flows from financing activities:
  Proceeds from offering of senior secured
   notes and bonds                              285,000         ---     135,000
  Repayment of senior secured
   notes and bonds                             (106,938)    (90,228)    (48,106)
  Due to affiliates                               4,014     (12,424)    (34,572)
                                              ----------   ---------   ---------
  Net cash flows from financing activities      182,076    (102,652)     52,322
                                              ----------   ---------   ---------
Net change in cash                                2,061       2,350       8,825
Cash at the beginning of period                  15,568      13,218       4,393
                                              ----------   ---------   ---------
Cash at the end of period                     $  17,629    $ 15,568    $ 13,218
                                               ========     =======     =======
Non-cash investing and financing activities:
  Adjustments resulting from capital
          transactions  of  Guarantors        $    ---    $    ---     $    (77)
                                               ========     =======     =======

The  accompanying notes are an integral part of the financial statements.
<PAGE>
                SALTON SEA FUNDING CORPORATION
                 NOTES TO FINANCIAL STATEMENTS
                     (Dollars in Thousands)


1. THE PURPOSE AND BUSINESS OF SALTON SEA FUNDING CORPORATION

   Salton  Sea  Funding Corporation (the "Funding  Corporation"),
which  was formed on June 20, 1995, is a special purpose Delaware
corporation and a wholly-owned subsidiary of Magma Power Company,
which  in  turn  was wholly-owned by MidAmerican Energy  Holdings
Company,  the  successor  to  CalEnergy  Company,  Inc.  ("MidAme
rican").  See Note 4.  The Funding Corporation was organized  for
the  sole purpose of acting as issuer of senior secured notes and
bonds.  On October 31, 1998, July 21, 1995 and June 20, 1996, the
Funding  Corporation  issued  $285,000,  $475,000  and  $135,000,
respectively,  of  Senior Secured Notes and Bonds  (collectively,
the "Securities").

   The  Securities are payable from the proceeds of payments made
of  principal and interest on the Secured Project Notes from  the
Guarantors to the Funding Corporation.  The Securities  are  also
guaranteed  on  a  joint  and several basis  by  the  Salton  Sea
Guarantors,  the  Partnership Guarantors and Salton  Sea  Royalty
Company (collectively the "Guarantors").  The guarantees  of  the
Partnership Guarantors and Salton Sea Royalty Company are limited
to available cash flow.  The Funding Corporation does not conduct
any operations apart from issuing the Securities.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investment in Guarantors

   Since  the  Funding  Corporation has  the  ability  to  assert
significant  influence over the operations of the Guarantors,  it
accounts  for its one percent investment in the Guarantors  using
the equity method of accounting.

Income Taxes

   The Funding Corporation is included in the consolidated income
tax  returns  with its parent and affiliates.  Income  taxes  are
provided on a separate return basis; however, tax obligations  of
the  Funding Corporation will be remitted to the parent  only  to
the  extent of cash flows available after operating expenses  and
debt service.

Fair Values of Financial Instruments

   Fair  values have been estimated based on quoted market prices
for  debt  issues listed on exchanges.  Fair values of  financial
instruments  that  are not actively traded are  based  on  market
prices  of similar instruments and/or valuation techniques  using
market  assumptions.  Unless otherwise noted, the estimated  fair
value amounts do not differ significantly from recorded values.

Use of Estimates

  The  preparation  of  financial statements in  conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and
liabilities  at  the  date of the financial  statements  and  the
reported  amounts of revenues and expenses during  the  reporting
period.  Actual results could differ from those estimates.
<PAGE>

3. SENIOR SECURED NOTES AND BONDS

The Funding Corporation's debt securities (the "Notes and Bonds")
are as follows:

                   Senior   Final Maturity           December 31,   December 31,
               Secured Series     Date        Rate       1998            1997
July 21, 1995     A Notes    May 30, 2000     6.69%    $48,436         $97,354
July 21, 1995     B Bonds    May 30, 2005     7.37%    106,980         133,000
July 21, 1995     C Bonds    May 30, 2010     7.84%    109,250         109,250
June 20, 1996     D Notes    May 30, 2000     7.02%     12,150          44,150
June 20, 1996     E Bonds    May 30, 2011     8.30%     65,000          65,000
October 13, 1998  F Bonds  November 30, 2018  7.475%   285,000               -
                                                      $626,816        $448,754

   Principal  and  interest  payments  are  made  in  semi-annual
installments.   Principal maturities of the Senior Secured  Notes
and Bonds are as follows:

         1999             $ 57,836
         2000               25,072
         2001               23,658
         2002               28,572
         2003               28,086
         Thereafter        463,592
                       -----------
                          $626,816
                           =======

  On  October 13, 1998 the Funding Corporation completed  a  sale
to institutional investors of $285,000 aggregate amount of 7.475%
Senior  Secured  Series  F  Bonds due  November  30,  2018.   The
proceeds  from the offering will be used to fund construction  of
two  new  geothermal  power projects,  a  related  zinc  recovery
project,  certain  upgrades for brine processing  facilities  and
other capital improvements and financing costs.
  
  Pursuant   to   a  depository  agreement,  Funding  Corporation
established a debt service reserve fund in the form of  a  letter
of  credit in the amount of $42,457 from which scheduled interest
and principal payments can be made.

  The  estimated  fair  values of the Senior  Secured  Notes  and
Bonds  at  December 31, 1998 and 1997 were $646,397 and $463,720,
respectively.

4. SUBSEQUENT EVENTS

  On  February 8, 1999, MidAmerican created a new subsidiary,  CE
Generation LLC ("CE Generation") and subsequently transferred its
interest in the Company's power generation assets in the Imperial
Valley  to  CE Generation.  On March 3, 1999, MidAmerican  closed
the sale of 50% of its ownership interests in CE Generation to an
affiliate of El Paso Energy Corporation.
<PAGE>
                  INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholder
Magma Power Company
Omaha, Nebraska

      We have audited the accompanying combined balance sheets of
the  Salton Sea Guarantors as of December 31, 1998 and 1997,  and
the related combined statements of operations, Guarantors' equity
and  cash  flows for each of the three years in the period  ended
December   31,   1998.   These  financial  statements   are   the
responsibility  of  the Salton Sea Guarantors'  management.   Our
responsibility  is  to  express an  opinion  on  these  financial
statements based on our audits.

      We  conducted  our  audits  in  accordance  with  generally
accepted  auditing standards.  Those standards  require  that  we
plan  and perform the audit to obtain reasonable assurance  about
whether   the   financial  statements  are   free   of   material
misstatement.   An  audit includes examining, on  a  test  basis,
evidence  supporting the amounts and disclosures in the financial
statements.   An  audit  also includes assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
We  believe  that our audits provide a reasonable basis  for  our
opinion.

      In  our opinion, such combined financial statements present
fairly, in all material respects, the financial position  of  the
Salton  Sea Guarantors as of December 31, 1998 and 1997  and  the
results  of  its operations and its cash flows for  each  of  the
three  years in the period ended December 31, 1998 in  conformity
with generally accepted accounting principles.



DELOITTE & TOUCHE LLP
Omaha, Nebraska
January 28, 1999 (March 3, 1999 as to Note 6)
<PAGE>

                     SALTON SEA GUARANTORS
                    COMBINED BALANCE SHEETS
                     (Dollars in Thousands)

                                                          December 31,
                                                     1998              1997

Restricted cash                                  $  71,673         $     ---
Accounts receivable                                 15,957            15,823
Prepaid expenses and other assets                   12,410            13,043
Property, plant, contracts and equipment, net      480,293           478,001
Excess of cost over fair value of net assets  
acquired, net                                       48,182            49,486
                                                 ----------         ---------
                                                  $628,515          $556,353
                                                   =======           =======

LIABILITIES AND GUARANTORS' EQUITY
Liabilities:
Accounts payable                               $      504         $     390
Accrued liabilities                                 7,166             7,826
Due to affiliates                                  30,688            47,741
Senior secured project note                       310,030           266,208
                                               -----------        ----------
Total liabilities                                 348,388           322,165

Commitments and contingencies (Notes 4 and 5)

Total Guarantors' equity                          280,127           234,188
                                               -----------       -----------
                                                 $628,515          $556,353
                                                  =======           =======



The  accompanying notes are an integral part of the combined 
financial statements.
<PAGE>
                     SALTON SEA GUARANTORS
               COMBINED STATEMENTS OF OPERATIONS
                    (Dollars in Thousands)


                                        Year Ended December 31,
                                       1998      1997      1996
Revenues:
Sales of electricity                 $106,274 $106,252  $90,982
Interest and other income                 817      173      141
                                       ------ --------  --------
Total Revenues                        107,091  106,425   91,123
                                      ------- --------  --------
Expenses:
Operating, general and
  administrative expenses              30,306   30,865   27,175
Depreciation and amortization          14,857   14,689   14,272
Interest expense                       21,730   23,004   24,866
Less capitalized interest              (5,741)  (4,949) (10,221)
                                      -------- -------- --------
Total expenses                         61,152   63,609   56,092
                                     --------- -------- --------
Net income                            $45,939  $42,816  $35,031
                                       ======   ======   ======


The accompanying notes are an integral part of the combined 
financial statements.
<PAGE>

                     SALTON SEA GUARANTORS
           COMBINED STATEMENTS OF GUARANTORS' EQUITY
           FOR THE THREE YEARS ENDED DECEMBER 31, 1998
                    (Dollars in Thousands)


Balance, December 31, 1995                      $ 169,599

Distributions                                     (13,258)
Net income                                         35,031
                                               ------------
Balance, December 31, 1996                        191,372

Net income                                         42,816
                                               ------------
Balance, December 31, 1997                        234,188

Net income                                         45,939
                                               ------------
Balance, December 31, 1998                      $ 280,127
                                                 ========

The accompanying notes are an integral part of the combined 
financial statements.

<PAGE>
                     SALTON SEA GUARANTORS
               COMBINED STATEMENTS OF CASH FLOWS
                    (Dollars in Thousands)


                                                 Years Ended December 31,
                                              1998         1997        1996

Cash flows from operating activities:
Net income                                $  45,939   $  42,816    $  35,031
Adjustments to reconcile net income to net
 cash provided by operating activities:
  Depreciation and amortization              14,857      14,689       14,272
  Changes in assets and liabilities:
   Accounts receivable                         (134)       (869)      (4,518)
    Prepaid expenses and other assets           633       2,965        4,121
    Accounts payable and accrued liabilities   (546)     (2,415)       5,649
                                         ------------ ----------- ------------
Net cash flows from operating activities     60,749      57,186       54,555
                                         ------------ ----------- ------------
Cash flows from investing activities:
Capital expenditures                        (15,845)     (7,204)     (79,863)
Increase in restricted cash                 (71,673)          -            -
                                         ------------ ----------- ------------
Net cash flows from investing activities    (87,518)     (7,204)     (79,863)
                                         ------------ ----------- ------------
Cash flows from financing activities:
 Repayments of senior secured project note  (39,450)    (33,632)     (21,660)
 Proceeds from offering of senior secured
 project note                                83,272           -            -
 Distributions to parent                          -           -      (13,258)
 Due to (from) affiliates                   (17,053)    (16,350)      59,772
                                         ------------ ---------- ------------
Net cash flows from financing activities     26,769     (49,982)      24,854
                                         ------------ ---------- ------------
Net change in cash                                -           -         (454)
Cash at beginning of period                       -           -          454
                                         ------------ ---------- ------------
Cash at end of period                    $        -   $       -  $         -
                                         ============ ========== ============

The accompanying notes are an integral part of the combined 
financial statements.
<PAGE>    
                 SALTON SEA GUARANTORS
            NOTES TO COMBINED FINANCIAL STATEMENTS
                     (Dollars in Thousands)

1. ORGANIZATION AND OPERATIONS

  Salton  Sea Guarantors (the "Guarantors") (not a legal  entity)
is  comprised  of  100%  interests in four  operating  geothermal
electric power generating plants (Salton Sea I, II, III  and  IV)
and  a  fifth  plant (Salton Sea V or the Salton  Sea  Expansion)
which  is currently under construction (collectively, the "Salton
Sea  Projects").   All five plants are located  in  the  Imperial
Valley  of  California.  The Salton Sea Projects guarantee  loans
from  Salton Sea Funding Corporation ("Funding Corporation"),  an
indirect wholly-owned subsidiary of Magma Power Company ("Magma")
which  in  turn  was wholly-owned by MidAmerican Energy  Holdings
Company,    the    successor   of   CalEnergy    Company,    Inc.
("MidAmerican").  See Note 6.

  The  financial  statements consist of the  combination  of  (1)
Salton   Sea   Brine  Processing,  L.P.,  a  California   limited
partnership between Magma as a 99% limited partner and Salton Sea
Power Company ("SSPC"), a wholly-owned subsidiary of Magma, as  a
1%  general  partner,  (2) Salton Sea Power Generation,  L.P.,  a
California   limited  partnership  between   Salton   Sea   Brine
Processing, L.P., as a 99% limited partner, and Salton Sea  Power
Company,  as  a  1% general partner, (3) assets  and  liabilities
attributable  to Salton Sea IV which are held 59% by  Salton  Sea
Power  Generation,  L.P.  and  41% by  Fish  Lake  Power  Company
("FLPC")  and  (4)  Salton Sea Power L.L.C., a  Delaware  limited
liability  company.  Effective in June of 1995, 1%  interests  in
SSPC and FLPC were transferred to Funding Corporation. All of the
entities  in the combination are affiliates of Magma and indirect
subsidiaries of MidAmerican.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

  The  accompanying  financial statements  present  the  combined
accounts  of  the  Salton  Sea  Projects  described  above.   All
significant  intercompany transactions  and  accounts  have  been
eliminated.

  The  financial statements reflect the acquisition of Magma  and
the resulting push down to the Guarantors of the accounting as  a
purchase business combination.

Revenue Recognition

   The   Guarantors  recognize  revenues  and  related   accounts
receivable  with respect to their four operating facilities  from
sales  of  electricity  to  Southern  California  Edison  Company
("Edison")  on an accrual basis. Edison is the sole  customer  of
the  Guarantors.  The Guarantors earn energy  payments  based  on
kilowatt hours ("kWhs") of energy provided to Edison. During  the
first  10  years,  the  Guarantors earn payments  for  energy  as
scheduled  in  their SO4 Agreements. After the 10-year  scheduled
payment  period has expired (in 1999 for Salton Sea III and  2000
for  Salton  Sea  II), the energy payment per kWh throughout  the
remainder of the contract period will be at Edison's Avoided Cost
of Energy.

  Salton  Sea I sells electricity to Edison pursuant to a 30-year
negotiated power purchase agreement, as amended (the "Salton  Sea
I  PPA"),  which provides for capacity and energy payments.   The
energy  payment is calculated using a Base Price which is subject
to  quarterly adjustments based on a basket of indices.  The time
period  weighted average energy payment for Salton Sea I was  5.4
cents per kWh during 1998.  As the Salton Sea I PPA is not an SO4
Agreement, the energy payments do not revert to Edison's  Avoided
Cost of Energy.  The capacity payment is approximately $1,100 per
annum.

  Salton  Sea  II and Salton Sea III sell electricity  to  Edison
pursuant  to  30-year modified SO4 Agreements  that  provide  for
capacity  payments, capacity bonus payments and energy  payments.
The  price  for  contract  capacity and contract  capacity  bonus
payments  is  fixed for the life of the modified SO4  Agreements.
The  energy payments for the first ten year period, which  period
expires in April 2000 and February 1999 are levelized at  a  time
<PAGE>
period  weighted average of 10.6 cents per kWh and 9.8 cents  per
kWh   for  Salton  Sea  II  and  Salton  Sea  III,  respectively.
Thereafter, the monthly energy payments will be Edison's  Avoided
Cost  of  Energy.  For Salton Sea II only, Edison is entitled  to
receive, at no cost, 5% of all energy delivered in excess of  80%
of  contract  capacity through September 30,  2004.   The  annual
capacity and bonus payments for Salton Sea II and Salton Sea  III
are approximately $3,300 and $9,700, respectively.

 Salton Sea IV sells electricity to Edison pursuant to a modified
SO4 agreement which provides for contract capacity payments on 34
MW  of  capacity  at two different rates based on the  respective
contract  capacities deemed attributable to the  original  Salton
Sea PPA option (20 MW) and to the original Fish Lake PPA (14 MW).
The  capacity  payment  price  for  the  20  MW  portion  adjusts
quarterly  based upon specified indices and the capacity  payment
price  for  the  14  MW portion is a fixed levelized  rate.   The
energy payment (for deliveries up to a rate of 39.6 MW) is  at  a
fixed price for 55.6% of the total energy delivered by Salton Sea
IV  and  is based on an energy payment schedule for 44.4% of  the
total energy delivered by Salton Sea IV.  The contract has a  30-
year  term but Edison is not required to purchase the  20  MW  of
capacity and energy originally attributable to the Salton  Sea  I
PPA  option  after  September 30, 2017, the original  termination
date of the Salton Sea I PPA.

  For the year ended December 31, 1998 and 1997, Edison's average
Avoided  Cost  of  Energy was 3.0 cents and 3.3  cents  per  kWh,
respectively,  which is substantially below the  contract  energy
prices earned in 1998.  Estimates of Edison's future Avoided Cost
of  Energy  vary substantially from year to year.  The Guarantors
cannot  predict the likely level of Avoided Cost of Energy prices
under  the  SO4  Agreements at the expiration  of  the  scheduled
payment  periods.  The revenues generated by each  of  the  units
operating  under SO4 Agreements will likely decline significantly
after the expiration of the relevant scheduled payment periods.

Restricted Cash

The  restricted cash balance primarily included commercial paper,
money  market securities and mortgage backed securities  and  was
composed  of amounts deposited in restricted accounts  which  the
Guarantors will use to fund capital expenditures.

Property, Plant, Contracts and Equipment

  Property,  plant, contracts and equipment are carried  at  cost
less  accumulated depreciation.  The Guarantors follow  the  full
cost  method of accounting for costs incurred in connection  with
the  exploration  and development of geothermal  resources.   The
Guarantors  provide  depreciation and amortization  of  property,
plants,  contracts and equipment upon the commencement of revenue
production over the estimated useful life of the assets.

  Depreciation of the operating power plant costs, net of salvage
value, is computed on the straight line method over the estimated
useful   lives,  between  10  and  30  years.   Depreciation   of
furniture,  fixtures and equipment is computed  on  the  straight
line  method  over  the  estimated useful lives  of  the  related
assets, which range from three to ten years.

   Power sale agreements have been assigned values separately for
each  of (1) the remaining portion of the fixed price periods  of
the  power  sales  agreements and (2) the 20  year  avoided  cost
periods  of  the  power sales agreements and are being  amortized
separately over such periods using the straight line method.

   The  Salton  Sea reservoir contains commercial  quantities  of
extractable minerals.  The carrying value of the mineral reserves
will be amortized upon commencement of commercial production.

Excess of Cost over Fair Value

   Total  acquisition costs in excess of the fair values assigned
to  the  net assets acquired are amortized over a 40 year  period
using  the straight line method.  At December 31, 1998 and  1997,
accumulated  amortization of the excess of cost over  fair  value
was $5,089 and $3,785, respectively.
<PAGE>
Income Taxes

   The  Guarantors  are  comprised substantially  of  partnership
interests.  The income or loss of each partnership for income tax
purposes,  along  with  any  associated  tax  credits,   is   the
responsibility  of  the  individual  partners.   Accordingly,  no
recognition  has been given to federal or state income  taxes  in
the accompanying combined financial statements.

Statements of Cash Flows

     For purposes of the statements of cash flows, the Guarantors
consider only demand deposits at banks to be cash.  Cash paid for
interest during the years ended December 31, 1998, 1997 and  1996
was $21,434, $21,591 and $23,301, respectively.

Fair Values of Financial Instruments

   Fair  values  of financial instruments that are  not  actively
traded  are based on market prices of similar instruments  and/or
valuation  techniques using market assumptions.  Unless otherwise
noted,   the   estimated  fair  value  amounts  do   not   differ
significantly from recorded values.

Impairment of Long-Lived Assets

    The   Guarantors   review  long-lived  assets   and   certain
identifiable  intangibles  for  impairments  whenever  events  or
changes in circumstances indicate that the carrying amount of  an
asset  may  not  be  recoverable.  An impairment  loss  would  be
recognized  wherever evidence exists that the carrying  value  is
not recoverable.

Use of Estimates

   The  preparation  of financial statements in  conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and
liabilities  at  the  date of the financial  statements  and  the
reported  amounts of revenues and expenses during  the  reporting
period.  Actual results could differ from those estimates.
<PAGE>
3.  PROPERTY, PLANT, CONTRACTS AND EQUIPMENT

Property, plant, contracts and equipment consisted of the following:

                                                  December 31,
                                               1998          1997
                                           -----------    ----------
Plant and equipment                         $331,230      $330,306
Power sale agreements                         64,609        64,609
Mineral reserves                              77,521        71,780
Wells and resource development                43,549        43,627
                                           -----------   ----------
                                             516,909       510,322
Less accumulated depreciation
  and amortization                           (45,874)      (32,321)
                                           -----------   ----------
                                             471,035       478,001
Construction in progress:
Salton Sea V                                   9,258             -
                                           -----------   ----------
                                            $480,293      $478,001
                                             =======       =======

4. SENIOR SECURED PROJECT NOTE

   The  Guarantors  have  a project note payable  to  Salton  Sea
Funding  Corporation with interest rates ranging  from  6.69%  to
7.84%.   They  have also guaranteed, along with other guarantors,
the  debt  of  Salton Sea Funding Corporation, which amounted  to
$626,816   at  December  31,  1998.   The  guarantee  issued   is
collateralized by a lien on substantially all the assets of and a
pledge  of  the equity interests in the Guarantors. The structure
has  been  designed to cross collateralize cash flows  from  each
guarantor  without cross collateralizing all of  the  guarantors'
assets.

   On October 13, 1998, the Salton Sea Funding Corporation issued
an   additional  investment  grade  offering  for  $285,000.   In
connection with this offering the Guarantors issued an additional
project  note in the amount of $83,272 with an interest  rate  of
7.475% with a final maturity of November 30, 2018.

   Principal maturities of the senior secured project note are as
follows:

               1999             $ 16,076
               2000                9,737
               2001               17,319
               2002               20,487
               2003               22,765
               Thereafter        223,646
                            ------------
                                $310,030
                                 =======
   The estimated fair values of the senior secured projects notes
at  December  31,  1998  and  1997 were  $323,122  and  $275,079,
respectively.


5.  RELATED PARTY TRANSACTIONS

  The Guarantors have entered into the following agreements:

*     Easement  Grant  Deed and Agreement Regarding  Rights  for
<PAGE>
  Geothermal  Development  dated  April  1,  1993,  whereby   the
  Guarantors acquired from Magma Land I, a wholly-owned subsidiary
  of Magma, rights to extract geothermal brine from the geothermal
  lease  rights property which is necessary to operate the Salton
  Sea  Power Generation, L.P. facilities in return for 5% of  all
  electricity  revenues received by the Guarantors.   The  amount
  expensed for the years ended December 31, 1998, 1997 and 1996 was
  $4,938, $4,944 and $4,215, respectively.
 
*      Administrative Services Agreement dated April 1, 1993 with
 Magma,  whereby Magma will provide to the Guarantors,  excluding
 Salton  Sea  IV,  administrative and management services.   Fees
 payable to Magma amount to 3% of total electricity revenues. The
 amount expensed for the years ended December 31, 1998, 1997  and
 1996 was $2,287, $2,307 and $2,202, respectively.

*      Operating  and Maintenance Agreement dated April  1,  1993
  with  CalEnergy  Operating Corporation  ("CEOC"),  whereby  the
  Guarantors retain CEOC to operate the Salton Sea facilities for a
  period  of  32 years.  Payment is made to CEOC in the  form  of
  reimbursements of expenses incurred.  During 1998, 1997 and 1996,
  the Guarantors reimbursed CEOC for expenses of $6,348, $7,467 and
  $9,854, respectively.

6.    SUBSEQUENT EVENTS

  On  February 8, 1999, MidAmerican created a new subsidiary,  CE
  Generation  LLC ("CE Generation") and subsequently  transferred
  its  interest in the Company's power generation assets  in  the
  Imperial   Valley  to  CE  Generation.   On  March   3,   1999,
  MidAmerican  closed the sale of 50% of its ownership  interests
  in   CE   Generation  to  an  affiliate  of  El   Paso   Energy
  Corporation.
<PAGE>
                 INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholder
Magma Power Company
Omaha, Nebraska

  We have audited the accompanying combined balance sheets of the
Partnership Guarantors as of December 31, 1998 and 1997, and  the
related combined statements of operations, Guarantors' equity and
cash  flows  for  each  of the three years in  the  period  ended
December   31,   1998.   These  financial  statements   are   the
responsibility  of the Partnership Guarantors'  management.   Our
responsibility  is  to  express an  opinion  on  these  financial
statements based on our audits.

   We  conducted our audits in accordance with generally accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

   In  our  opinion,  such combined financial statements  present
fairly, in all material respects, the financial position  of  the
Partnership Guarantors as of December 31, 1998 and 1997  and  the
results  of  its operations and its cash flows for  each  of  the
three  years in the period ended December 31, 1998 in  conformity
with generally accepted accounting principles.




DELOITTE & TOUCHE LLP
Omaha, Nebraska
January 28, 1999 (March 3, 1999 as to Note 10)
<PAGE>

                    PARTNERSHIP GUARANTORS
                    COMBINED BALANCE SHEETS
                     (Dollars in Thousands)

                                            December 31,
                                          1998         1997
ASSETS
Restricted cash                           $164,983  $      -
Accounts receivable                         33,404    23,481
Prepaid expenses and other assets           23,088    13,121
Due from affiliates                        121,130   124,311
Property, plant, contracts and 
  equipment, net                           399,817   370,666
Management fee                              71,596    70,082
Excess of fair value over net assets 
  acquired, net                            131,558   135,122
                                       ------------ ----------
                                          $945,576  $736,783
                                           =======   =======
LIABILITIES AND GUARANTORS' EQUITY
Liabilities:
Accounts payable                        $    1,879  $  1,338
Accrued liabilities                         53,647    23,285
Senior secured project note                293,576   143,610
Deferred income taxes                       97,641   106,851
                                        ----------- ---------
Total liabilities                          446,743   275,084

Commitments and contingencies (Notes 5, 6 and 7)

Guarantors' equity:
Common stock                                     3         3
Additional paid-in capital                 387,663   387,663
Retained earnings                          111,167    74,033
                                        ----------- ---------
Total Guarantors' equity                   498,833   461,699
                                       ----------------------
                                          $945,576  $736,783
                                           =======   =======


The accompanying notes are an integral part of the combined 
financial statements.
<PAGE>
                    PARTNERSHIP GUARANTORS
               COMBINED STATEMENTS OF OPERATIONS
                    (Dollars in Thousands)

                                                Years Ended December 31,
                                          1998            1997          1996
Revenues:
Sales of electricity                   $165,779        $158,125       $132,212
Interest and other income                 6,786           4,190          8,014
                                      ----------      ---------       ---------
Total revenues                          172,565         162,315        140,226

Costs and expenses:
Operating, general and administrative 
  costs                                  63,717          64,103         58,945
Depreciation and amortization            48,615          38,771         33,974
Interest expense                         13,836          13,753         13,697
Less capitalized interest               (10,266)         (9,323)        (8,849)
                                      ----------      ----------       --------
Total expenses                          115,902         107,304         97,767
                                      ----------      ----------       --------
Income before income taxes               56,663          55,011         42,459
Provision for income taxes               19,529          21,374         16,700
                                      ----------      ----------       --------
Net income                             $ 37,134        $ 33,637       $ 25,759
                                        =======          ======         ======



The accompanying notes are an integral part of the combined 
financial statements.
<PAGE>
                    PARTNERSHIP GUARANTORS
           COMBINED STATEMENTS OF GUARANTORS' EQUITY
           FOR THE THREE YEARS ENDED DECEMBER 31, 1998
                    (Dollars in Thousands)




                                               Additional
                              Common Stock      Paid-in    Retained    Total
                            Shares    Amount    Capital    Earnings    Equity
                  ------------------------------------------------------------
Balance, December 31, 1995     3     $   3      $359,092   $ 14,637   $373,732

Distributions                  -         -       (42,429)         -    (42,429)
Contribution of partnership 
  interest                     -         -        71,000          -     71,000
Net income                     -         -             -     25,759     25,759
                  --------------- --------- ------------- ---------- ----------
Balance, December 31, 1996     3         3       387,663     40,396    428,062

Net income                     -         -             -     33,637     33,637
                  --------------- --------- ------------- ---------- ----------
Balance, December 31, 1997     3         3       387,663     74,033    461,699

Net income                     -         -             -     37,134     37,134
                  --------------- --------- ------------- ---------- ----------
Balance, December 31, 1998     3      $  3      $387,663   $111,167   $498,833
                            =====    ======      =======    =======    =======


The accompanying notes are an integral part of the combined 
financial statements.
<PAGE>
                    PARTNERSHIP GUARANTORS
               COMBINED STATEMENTS OF CASH FLOWS
                    (Dollars in Thousands)



                                                    Years Ended December 31,
                                                 1998         1997        1996

Cash flows from operating activities:
 Net income                                    $37,134     $ 33,637   $ 25,759
 Adjustments to reconcile net income to net
 cash provided by operating activities:
 Depreciation and amortization                  48,615       38,771     33,974
 Deferred income taxes                          (9,210)      (1,426)       321
 Changes in assets and liabilities:
  Accounts receivable                           (9,923)        (715)     3,552
  Prepaid expenses and other assets             (9,967)       5,962       (615)
  Accounts payable and accrued liabilities      30,903          983      3,278
                                               --------    ---------   --------
Net cash flows from operating activities        87,552       77,212     66,269
                                               --------    ---------   --------
Cash flows from investing activities:
Capital expenditures                           (74,202)     (39,556)   (18,483)
Decrease (increase) in restricted cash        (164,983)           -     23,085
Management fee                                  (1,514)      (4,029)    (4,736)
                                               --------   ----------   --------
Net cash flows from investing activities      (240,699)     (43,585)      (134)
                                               --------   ----------   --------
Cash flows from financing activities:
Repayments of senior secured project notes     (51,762)     (38,594)  (107,560)
Proceeds of offering from senior 
  secured project notes                        201,728            -    135,000
Distributions to parent                              -            -    (42,429)
Decrease (increase) in amounts due 
  from affiliates                                3,181        4,967    (62,292)
                                              ---------   ----------   --------
Net cash flows from financing activities       153,147      (33,627)   (77,281)
                                              ---------   ----------   --------
Net change in cash                                   -            -    (11,146)
Cash at beginning of period                          -            -     11,146
                                              ---------   ----------   --------
Cash at the end of period                     $      -    $       -    $     -
                                              ========     ========    =======

During 1996, CalEnergy Company, Inc. contributed $71,000 of net
assets acquired from Edison Mission Energy, of which $12,956 was
cash, to the Partnership Guarantors (see Note 3).



The accompanying notes are an integral part of these combined 
financial statements.
<PAGE>
                    PARTNERSHIP GUARANTORS
            NOTES TO COMBINED FINANCIAL STATEMENTS
                     (Dollars in Thousands)


1. ORGANIZATION AND OPERATIONS

      Partnership  Guarantors  (the "Guarantors")  (not  a  legal
entity)  consists  of  the combination of  Vulcan  Power  Company
("VPC"), CalEnergy Operating Corporation ("CEOC"), both 99% owned
by  Magma  Power  Company ("Magma") and 1% owned  by  Salton  Sea
Funding  Corporation (the "Funding Corporation"), CE  Turbo  LLC,
indirectly wholly-owned by Magma, and CalEnergy Minerals  LLC,  a
Delaware  limited  liability company ("Minerals  LLC"),  formerly
indirectly  owned  by  Magma and currently  owned  indirectly  by
MidAmerican  Energy Holdings Company, the successor of  CalEnergy
Company, Inc. ("MidAmerican").  VPC's and CEOC's principal assets
are  interests in certain partnerships which are engaged  in  the
operation  of geothermal power plants in the Imperial  Valley  of
California.   The Guarantors have guaranteed the  loans  to  such
partnerships  from Funding Corporation, an indirect  wholly-owned
subsidiary   of   Magma,  which  in  turn  was  wholly-owned   by
MidAmerican.  See Note 9.

   VPC  and  its  subsidiary hold a 100%  interest  in  Vulcan/BN
Geothermal Power Company, a Nevada general partnership, and  CEOC
and  its  subsidiaries  hold a 90% general  partner  interest  in
Leathers,  L.P.,  a  California limited partnership,  Del  Ranch,
L.P.,  a  California  limited  partnership  and  Elmore,  L.P.  a
California     limited     partnership     (collectively,     the
"Partnerships").   Magma owns a 10% limited partnership  interest
in  each of Leathers L.P., Elmore L.P. and Del Ranch L.P. and has
entered   into  an  agreement  to  pay  to  the  Guarantors   the
distributions  it  receives related to  such  10%  interests,  in
addition to a special distribution equal to 4.5% of total  energy
sales from the Leathers Project.

   Turbo LLC is constructing the CE Turbo Project.  The CE  Turbo
Project will have a capacity of 10 net MW.  The net output of the
CE  Turbo  Project will be sold to the Zinc Recovery  Project  or
sold through the California Power Exchange.

   Minerals  LLC is constructing the Zinc Recovery Project  which
will  recover zinc from the geothermal brine (the "Zinc  Recovery
Project").   Four  facilities  will be  installed  near  Imperial
Valley Project sites to extract a zinc chloride solution from the
brine  through  an ion exchange process.  This solution  will  be
transported to a central processing plant where zinc ingots  will
be   produced  through  solvent  extraction,  electrowinning  and
casting processes.  The Zinc Recovery Project is designed to have
a  capacity of approximately 30,000 metric tonnes per year and is
scheduled to commence commercial operation in mid-2000.  The zinc
produced  by  the Zinc Recovery Project is expected  to  be  sold
primarily  to U.S. West Coast customers such as steel  companies,
alloyers and galvanizers.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

      The  accompanying  financial statements of  the  Guarantors
present the accounts of CEOC, VPC, CE Turbo LLC and Minerals  LLC
and  their proportionate share of the Partnerships in which  they
have  an undivided interest in the assets and are proportionately
liable  for  their  share  of the liabilities.   All  significant
intercompany balances and transactions have been eliminated.

      The  financial statements reflect the acquisition of  Magma
and  the  resulting push down to the Guarantors of the accounting
as a purchase business combination.

Revenue Recognition

      The  Guarantors  recognize revenues  and  related  accounts
receivable  from sales of electricity on an accrual  basis  using
<PAGE>
stated   contract  prices.  All  of  the  Guarantors   sales   of
electricity are to Southern California Edison Company  ("Edison")
and are under long-term power purchase contracts.

  The Partnership Projects sell all electricity generated by  the
respective  plants  pursuant  to four  long-term  power  purchase
agreements  ("SO4 Agreements") between the projects  and  Edison.
These  SO4  Agreements  provide for capacity  payments,  capacity
bonus  payments and energy payments.  Edison makes  fixed  annual
capacity  payments  to  the projects,  and  to  the  extent  that
capacity  factors exceed certain benchmarks is required  to  make
capacity  bonus  payments.  The price for capacity  and  capacity
bonus  payments  is  fixed for the life of  the  SO4  Agreements.
Energy is sold at increasing fixed rates for the first ten  years
of  each  contract  and thereafter at Edison's  Avoided  Cost  of
Energy.

 The fixed energy price periods of the Partnership
Project  SO4 Agreements extended until February 1996 for  Vulcan,
December  1998 for Hoch (Del Ranch) and Elmore and  extend  until
December  1999  for the Leathers Partnership.  For 1999,  Vulcan,
Hoch  and  Elmore are receiving Edison's Avoided Cost  of  Energy
pursuant  to their respective SO4 Agreements.  The SO4  Agreement
for  Leathers provides for energy rates of 15.6 cents per kWh  in
1999.   The  weighted  average energy rate  for  the  Partnership
Project was 11.7 cents per kWh in 1998.

  For the year ended December 31, 1998 and 1997, Edison's average
Avoided  Cost  of  Energy was 3.0 cents and 3.3  cents  per  kWh,
respectively,  which is substantially below the  contract  energy
prices earned in 1997.  Estimates of Edison's future Avoided Cost
of  Energy  vary substantially from year to year.  The Guarantors
cannot  predict the likely level of Avoided Cost of Energy prices
under  the  SO4  Agreements at the expiration  of  the  scheduled
payment  periods.  The revenues generated by each of the projects
operating  under SO4 Agreements will likely decline significantly
after the expiration of the relevant scheduled payment periods.

Restricted Cash

The  restricted cash balance primarily included commercial paper,
money  market securities and mortgage backed securities  and  was
composed  of amounts deposited in restricted accounts  which  the
Guarantors will use to fund capital expenditures.

Property, Plant, Contracts and Equipment

     Property, plant, contracts and equipment are carried at cost
less  accumulated depreciation.  The Guarantors follow  the  full
cost  method of accounting for costs incurred in connection  with
the  exploration  and development of geothermal  resources.   The
Guarantors  provide  depreciation and amortization  of  property,
plants,  contracts and equipment upon the commencement of revenue
production over the estimated useful life of the assets.

  Depreciation of the operating power plant costs, net of salvage
value, is computed on the straight line method over the estimated
useful   lives,  between  10  and  30  years.   Depreciation   of
furniture,  fixtures and equipment is computed  on  the  straight
line  method  over  the  estimated useful lives  of  the  related
assets, which range from three to ten years.

   Power sale agreements have been assigned values separately for
each  of (1) the remaining portion of the fixed price periods  of
the  power  sales  agreements and (2) the 20  year  avoided  cost
periods   of  the  power  sales  agreements  and  are   amortized
separately over such periods using the straight line method.

   The  Salton  Sea reservoir contains commercial  quantities  of
extractable minerals.  The carrying value of the mineral reserves
will be amortized upon commencement of commercial production.

   The  process license represents the economic benefits expected
to  be  realized from the installation of the license and related
technology  at the Imperial Valley.  The carrying  value  of  the
process license is amortized using the straight line method  over
the remaining estimated useful life of the license.
<PAGE>
Excess of Cost over Fair Value

   Total  acquisition costs in excess of the fair values assigned
to  the  net assets acquired are amortized over a 40 year  period
using  the straight line method.   At December 31, 1998 and  1997
accumulated amortization of the excess of cost over fair value of
net assets acquired was $13,929 and $10,365, respectively.

Income Taxes

    The  entities  comprising  the  Guarantors  are  included  in
consolidated income tax returns with their parent and affiliates;
however,  income taxes are provided on a separate  return  basis.
Tax  obligations of the Guarantors will be remitted to the parent
only  to  the  extent  of  cash flows available  after  operating
expenses and debt service.

Management Fee

   Pursuant to the Magma Services Agreement, Magma has agreed  to
pay  CEOC all equity cash flows and certain royalties payable  by
the  Guarantors  in exchange for providing data and  services  to
Magma.  As security for the obligations of Magma under the  Magma
Services  Agreement, Magma has collaterally assigned to CEOC  its
rights to such equity cash flows and certain royalties.

Statements of Cash Flows

   For  purposes  of the statement of cash flows, the  Guarantors
consider only demand deposits at banks to be cash.  Cash paid for
interest  during  1998, 1997 and 1996 was  $13,361,  $13,165  and
$10,314, respectively.

Fair Values of Financial Instruments

   Fair  values  of financial instruments that are  not  actively
traded  are based on market prices of similar instruments  and/or
valuation  techniques using market assumptions.  Unless otherwise
noted,   the   estimated  fair  value  amounts  do   not   differ
significantly from recorded values.

Impairment of Long-Lived Assets

     The   Guarantors  review  long-lived  assets   and   certain
identifiable  intangibles  for  impairment  whenever  events   or
changes in circumstances indicate that the carrying amount of  an
asset  may  not  be  recoverable. An  impairment  loss  would  be
recognized  whenever evidence exists that the carrying  value  is
not recoverable.

Use of Estimates

   The  preparation  of financial statements in  conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and
liabilities  at  the  date of the financial  statements  and  the
reported  amounts of revenues and expenses during  the  reporting
period.  Actual results could differ from those estimates.

3.    ACQUISITION

 Edison Mission Energy's Partnership Interest

    On   April  17,  1996,  MidAmerican  completed  the  indirect
acquisition  of  the remaining 50% interest of  the  Partnerships
owned   by  Edison  Mission  Energy  (the  "Partnership  Interest
Acquisition")  for  a  cash purchase price of  $71,000  including
acquisition  costs  and transferred these interests  to  VPC  and
CEOC.
<PAGE>
   The Partnership Interest Acquisition has been accounted for as
a   purchase  business  combination.   All  identifiable   assets
acquired and liabilities assumed were assigned a portion  of  the
cost  of acquiring the Partnership Interest, equal to their  fair
values at the date of the acquisition.

   Unaudited  pro forma combined revenue and net  income  of  the
Guarantors on a purchase, push down basis of accounting, for  the
year  ended December 31, 1996, as if the acquisition had occurred
on  January  1,  1996 after giving effect to  certain  pro  forma
adjustments  related  to  the  acquisition,  were  $158,912   and
$26,852, respectively.

4. PROPERTY, PLANT, CONTRACTS AND EQUIPMENT

  Property, plant, contracts and equipment consisted of the
following:

                                           December 31,
                                        1998        1997

Plant and equipment                   $ 92,920    $ 73,830
Power sale agreements                  123,588     123,588
Process license                         46,290      46,290
Mineral reserves                       140,790     130,522
Wells and resource development          91,990      75,978
                                   ----------- -----------
                                       495,578     450,208
Less accumulated depreciation
  and amortization                    (121,980)    (79,542)
                                   ----------- -----------
                                       373,598     370,666
Construction in progress:
Zinc recovery project                   23,507           -
Region 2 brine plant upgrade             2,712           -
                                      $399,817    $370,666
                                       =======     =======

5. SENIOR SECURED PROJECT NOTE

      The  Guarantors have a project note payable to  Salton  Sea
Funding  Corporation with interest rates ranging  from  6.69%  to
8.30%.   They  have also guaranteed, along with other guarantors,
the  debt  of  Salton Sea Funding Corporation, which amounted  to
$626,816  at  December 31, 1998.  The guarantee is collateralized
by  a lien on the available cash flow of and a pledge of stock in
the  Guarantors.   The  structure  has  been  designed  to  cross
collateralize  cash  flows  from  each  guarantor  without  cross
collateralizing all of the guarantors' assets.

   On  October 13, 1998 the Salton Sea Funding Corporation issued
an   additional  investment  grade  offering  for  $285,000.   In
connection   with  this  offering,  the  Guarantors   issued   an
additional  project  note  in  the amount  of  $201,728  with  an
interest  rate  of 7.475% with a final maturity on  November  30,
2018.
<PAGE>
Principal  maturities of the senior secured project note  are  as
follows:


               1999            $ 32,364
               2000              10,562
               2001               1,907
               2002               4,625
               2003               5,017
               Thereafter       239,101
                            -----------
                               $293,576
                                =======

     The estimated fair values of the senior secured project note
at  December  31,  1998  and  1997 were  $299,737  and  $148,390,
respectively.

6. RELATED PARTY TRANSACTIONS

     The Guarantors are party to a 30-year brine supply agreement
through the Vulcan/BN Geothermal Power Company partnership and  a
technology license agreement for the rights to use the technology
necessary for the construction and operation of the Vulcan Plant.
Under  the  brine supply agreement, the Guarantors will  pay  VPC
4.167%  of  the  contract  energy  component  of  the  price   of
electricity provided by the Vulcan Plant.  In addition,  VPC  has
been  designated  as  operator of the Vulcan Plant  and  receives
agreed-upon compensation for such services.

      Charges  to  the  Guarantors related to  the  brine  supply
agreement  and  operator's fees on a pro rata basis  amounted  to
$363  and  $416,  respectively, for the year ended  December  31,
1998,   $403 and $456, respectively, for the year ended  December
31,  1997,  and $370 and $425, respectively, for the  year  ended
December 31, 1996.

      In  addition,  the  Guarantors entered into  the  following
agreements:

*      Easement  Grant  Deed and Agreement Regarding  Rights  for
  Geothermal  Development, whereby the Guarantors  acquired  from
  Magma  rights  to extract geothermal brine from the  geothermal
  lease rights property which is necessary to operate the Leathers,
  Del Ranch and Elmore Plants in return for 17.333%, on a pro rata
  basis,  of  all  energy revenues received by each  plant.   The
  Guarantors' share of amounts expensed under this agreement  for
  1998,   1997  and  1996  were  $22,594,  $21,108  and  $16,980,
  respectively.

*     Ground Leases dated March 15 and August 15, 1988 with Magma
  whereby the Guarantors lease from Magma for 32 years the surface
  of  the  land  as  described in the Imperial County  Assessor's
  official records.  Amounts expensed under the ground leases for
  1998, 1997 and 1996 were $70, $70 and $60, respectively.

*       Administrative  Services  Agreements  whereby  CEOC  will
  provide  to  the  Partnerships  administrative  and  management
  services for a period of 32 years through 2020.  Fees payable to
  CEOC amount to the greater of 3% of total electricity revenues or
  $60 per month.  The minimum monthly payments for years subsequent
  to  1989 are increased based on the consumer price index of the
  Bureau  of  Labor and Statistics.  Amounts expensed related  to
  these  agreements for 1998, 1997 and 1996 amounted  to  $4,543,
  $4,290 and $3,545,  respectively.

*     Operating and Maintenance Agreements whereby the Guarantors
  retain  CEOC  to operate the plants for a period  of  32  years
  through  2020.   Payment  is  made  to  CEOC  in  the  form  of
  reimbursements  of expenses incurred and a guaranteed  capacity
  payment ranging from 10% to 25% of energy revenues over  stated
  amounts.  The Guarantors in 1998, 1997 and 1996 reimbursed CEOC
<PAGE>
  for  expenses  of $8,945, $8,956 and $8,547, respectively,  and
  accrued  a  guaranteed capacity payment of $4,695,  $4,492  and
  $3,888 at December 31, 1998, 1997 and 1996, respectively.

7. CONTINGENCIES

  On  February 26, 1998, Del Ranch and Elmore initiated an action
against Edison in Imperial County Superior Court for payment  for
energy  delivered  to  Edison pursuant to long  term  power  sale
agreements at the escalated rate of 14.6 cents for 1998.  For the
Elmore  and  Del  Ranch partnerships, Edison  has  asserted  that
prices  should not be escalated for 1998 and is currently  making
payments  for  energy  deliveries at 13.6 cents  per  kWh.   That
action  is  in the early discovery stages and the Del  Ranch  and
Elmore  partnerships intend to vigorously prosecute all available
claims.
<PAGE>  

8. CONDENSED FINANCIAL INFORMATION

Condensed balance sheet information of the Guarantors' pro rata interest
in the respective entities
as of December 31, 1998 and 1997 is as follows:

                                      Vulcan
                                      Power       CEOC     Elmore   Del Ranch
                                 -----------  ---------  ---------  -----------
December 31, 1998
Assets:
Restricted cash                   $       -  $       -   $      -    $       -
Accounts receivable
  and other assets                        -     15,695     12,648       12,655
Due from affiliates                     849     23,634     17,042       22,294
Property, plant, contracts
  and equipment, net                    179     17,326     64,680       59,194
Management fee and
    goodwill, net                         -          -          -            -
Investments in
  partnerships                       86,524    268,449          -            -
                                 ----------  ---------  ---------  -----------
                                 $   87,552  $ 325,104  $  94,370   $   94,143
                                     ======     ======     ======       ======
Liabilities and Equity:
Accounts payable, accrued
 liabilities and deferred taxes  $       51  $   7,869  $   1,229   $    2,109
Senior secured project note               -          -          -            -
                                 ----------  ---------  ---------   -----------
Total liabilities                        51      7,869      1,229        2,109
Guarantors' equity                   87,501    317,235     93,141       92,034
                                 ----------  ---------  ---------   -----------
                                 $   87,552  $ 325,104  $  94,370   $   94,143
                                    =======    =======    =======       ======
<PAGE>
8. CONDENSED FINANCIAL INFORMATION (Continued)

Condensed balance sheet information of the Guarantors' pro rata interest
in the respective entities as of December 31, 1998 and 1997 is as follows:


                                              Vulcan  Adjustments/   Combined
                                  Leathers      BNG   Eliminations     Total
                               ------------  -------  ------------  ----------
December 31, 1998
Assets:
Restricted cash                 $       -   $      -    $ 164,983    $ 164,983
Accounts receivable
  and other assets                 12,571      3,356         (433)      56,492
Due from affiliates                 3,116     22,934       31,261      121,130
Property, plant, contracts
  and equipment, net               69,084     57,320      132,034      399,817
Management fee and
    goodwill, net                       -          -      203,154      203,154
Investments in
  partnerships                          -          -     (354,973)           -
                                ---------  ---------  ------------  -----------
                                $  84,771  $  83,610    $ 176,026    $ 945,576
                                   ======     ======      =======      =======
Liabilities and Equity:
Accounts payable, accrued
 liabilities and deferred taxes $   1,497  $   1,582    $ 138,830    $ 153,167
Senior secured project note             -          -      293,576      293,576
                                ---------  ---------  -----------  ------------
Total liabilities                   1,497      1,582      432,406      446,743
Guarantors' equity                 83,274     82,028     (256,380)     498,833
                                ---------  ---------  ------------  ----------
                                $  84,771  $  83,610    $ 176,026    $ 945,576
                                   ======     ======      =======      =======


<PAGE>
8. CONDENSED FINANCIAL INFORMATION (Continued)


                                      Vulcan
                                       Power      CEOC      Elmore    Del Ranch
                                     ---------  --------  ---------  -----------
December 31, 1997
Assets:
Accounts receivable and other assets $      -   $  8,802   $  8,381   $  9,972
Due from affiliates                       424     22,631     14,286     14,002
Property, plant, contracts
  and equipment, net                      204     15,027     60,828     55,481
Management fee and
    goodwill, net                           -          -          -          -
Investments in partnerships            76,877    231,311          -          -
                                      -------  ---------  ---------  ---------
                                      $77,505  $ 277,771  $  83,495   $ 79,455
                                       ======     ======     ======     ======
Liabilities and Equity:
Accounts payable, accrued
  liabilities and deferred taxes      $    40  $   7,541  $     982   $  1,663
Due to affiliates                           -          -          -          -
Senior secured project note                 -          -          -          -
                                      -------  ---------  ---------   --------
Total liabilities                          40      7,541        982      1,663
Guarantors' equity                     77,465    270,230     82,513     77,792
                                      -------  ---------  ---------   --------
                                      $77,505   $277,771    $83,495    $79,455
                                      =======    =======    =======     ======
<PAGE>
8. CONDENSED FINANCIAL INFORMATION (Continued)


                                                  Vulcan  Adjustments/ Combined
                                        Leathers    BNG   Eliminations   Total
                                      ----------- ------- ------------ --------
December 31, 1997
Assets:
Accounts receivable
  and other assets                    $  8,204  $  4,391  $   (3,148) $  36,602
Due from affiliates                          -    21,262      51,706    124,311
Property, plant, contracts
  and equipment, net                    70,500    51,749     116,877    370,666
Management fee and
    goodwill, net                            -         -     205,204    205,204
Investments in
  partnerships                               -         -    (308,188)        -
                                      --------- --------- ----------- ---------
                                       $78,704   $77,402     $62,451   $736,783
                                        ======    ======     =======   =======
Liabilities and Equity:
Accounts payable, accrued
  liabilities and deferred taxes      $  1,522  $    525  $  119,201  $ 131,474
Due to affiliates                        6,176         -      (6,176)         -
Senior secured project note                  -         -     143,610    143,610
                                      --------- -------- ------------ ---------
Total liabilities                        7,698       525     256,635    275,084
Guarantors' equity                      71,006    76,877    (194,184)   461,699
                                      --------- -------- ------------ ---------
                                      $ 78,704  $ 77,402  $   62,451  $ 736,783
                                        ======    ======     =======   =======


<PAGE>
8. CONDENSED FINANCIAL INFORMATION  (Continued)

Condensed combining statements of operations including information of the
Guarantors' pro rata interest in the respective entities for the years ended 
December 31, 1998, 1997 and 1996 is as follows:

                                         Vulcan
                                          Power      CEOC    Elmore    Del Ranch
                                     -----------  --------  --------  ----------
December 31, 1998
Revenues                              $     772   $ 47,009  $ 49,212  $ 52,241
Expenses                                    383          -    38,583    37,998
                                     -----------  --------  --------  ----------
Net income                            $     389   $ 47,009  $ 10,629  $ 14,243
                                         ======     ======    ======    ======
December 31, 1997
Revenues                              $     859   $ 45,533  $ 48,114  $ 47,068
Expenses                                    436          -    35,484    33,139
                                     ----------  ---------  --------  ---------
Net income                            $     423   $ 45,533  $ 12,630  $ 13,929
                                         ======     ======    ======    ======
December 31, 1996
Revenues                              $   3,157   $ 49,399  $ 39,627  $ 40,235
Expenses                                    431          -    25,762    25,382
                                     ----------  ---------  --------  --------
Net income                            $   2,726   $ 49,399  $ 13,865  $ 14,853
                                         ======     ======    ======    ======
<PAGE>
8. CONDENSED FINANCIAL INFORMATION  (Continued)

Condensed combining statements of operations including information of the
Guarantors' pro rata interest in the respective entities for the years ended 
December 31, 1998, 1997 and 1996 is as follows:

                                        Vulcan   Adjustments/  Combined
                              Leathers    BNG    Eliminations    Total
                          -----------------------------------------------
December 31, 1998
Revenues                      $50,436   $14,608    $(41,713)    $172,565
Expenses                       38,166     9,458      10,843      135,431
                             --------  --------  ------------  ----------
Net income                    $12,270   $ 5,150    $(52,556)     $37,134
                               ======    ======      =======       =====
December 31, 1997
Revenues                      $47,899   $15,208    $(42,366)    $162,315
Expenses                       38,209     8,903      12,507      128,678
                             --------  --------  ------------  ----------
Net income                    $ 9,690  $  6,305    $(54,873)    $ 33,637
                               ======    ======      =======      ======
December 31, 1996
Revenues                      $39,126  $ 14,271    $(45,589)    $140,226
Expenses                       27,055    12,102      23,735      114,467
                             ---------  -------  -----------  -----------
Net income                    $12,071  $  2,169    $(69,324)    $ 25,759
                               ======    ======      =======      ======

9. INCOME TAXES

The provision for income taxes for the years ended December 31,
1998, 1997 and 1996 consisted of the following:

                               Current  Deferred   Total
                              --------- --------- --------
1998
--------------------
Federal                        $22,021  $(7,212)  $14,809
State                            6,718   (1,998)    4,720
                             --------- -------------------
Total                          $28,739  $(9,210)  $19,529
                                 =====     =====    ======
1997
--------------------
Federal                        $17,563  $(1,222)  $16,341
State                            5,237     (204)    5,033
                             --------- -------------------
Total                          $22,800  $(1,426)  $21,374
                                 =====     =====   ======
1996
--------------------
Federal                        $10,945   $ 1,976  $12,921
State                            5,434    (1,655)   3,779
                             --------- -------------------
Total                          $16,379   $   321  $16,700
                                ======    ======    ======

  Deferred tax liabilities at December 31, 1998 and 1997
consisted of differences between book and tax methods relating to
depreciation and amortization.

  The effective tax rate differs from the federal statutory tax
rate due primarily to percentage depletion in excess of cost
depletion and goodwill amortization.

10.  SUBSEQUENT EVENTS

   On February 8, 1999, MidAmerican created a new subsidiary,  CE
Generation,  LLC  ("CE Generation") and subsequently  transferred
its  interest  in the Company's power generation  assets  in  the
Imperial  Valley to CE Generation.  On March 3, 1999, MidAmerican
closed  the  sale  of  50%  of  its  ownership  interests  in  CE
Generation to an affiliate of El Paso Energy Corporation.
<PAGE>
                 INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholder
Magma Power Company
Omaha, Nebraska

      We  have  audited the accompanying balance  sheets  of  the
Salton  Sea Royalty Company as of December 31, 1998 and 1997  and
the  related statements of operations, equity and cash flows  for
each  of  the three years in the period ended December 31,  1998.
These   financial  statements  are  the  responsibility  of   the
Company's  management.   Our  responsibility  is  to  express  an
opinion on those financial statements based on our audits.

      We  conducted  our  audits  in  accordance  with  generally
accepted  auditing standards.  Those standards  require  that  we
plan  and perform the audit to obtain reasonable assurance  about
whether   the   financial  statements  are   free   of   material
misstatement.   An  audit includes examining, on  a  test  basis,
evidence  supporting the amounts and disclosures in the financial
statements.   An  audit  also includes assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
We  believe  that our audits provide a reasonable basis  for  our
opinion.

     In our opinion, such financial statements present fairly, in
all  material respects, the financial position of the Salton  Sea
Royalty  Company as of December 31, 1998 and 1997 and the results
of  its operations and its cash flows for each of the three years
in  the  period  ended  December  31,  1998  in  conformity  with
generally accepted accounting principles.



DELOITTE & TOUCHE LLP
Omaha, Nebraska
January 28, 1999 (March 3, 1999 as to Note 5)

<PAGE>
                  SALTON SEA ROYALTY COMPANY
                        BALANCE SHEETS
        (Dollars in Thousands, Except Per Share Amounts)

                                                        December 31,
                                                      1998        1997

ASSETS
Due from affiliates                                 $ 50,928   $ 19,114
Royalty stream, net                                   22,932     31,818
Excess of cost over fair value of net assets 
  acquired, net                                       33,188     34,096
Prepaid expenses and other assets                        513        981
                                                  -----------  -----------
                                                    $107,561   $ 86,009
                                                     =======    =======

LIABILITIES AND EQUITY
Liabilities:
Accrued liabilities                                 $ 39,584   $ 21,306
Senior secured project note                           23,210     38,934
Deferred income taxes                                  6,769      7,268
                                                  -----------  ----------
  Total liabilities                                   69,563     67,508

Commitments and contingencies (Note 3)

Equity:
Common stock, par value $.01 per share; 100 shares
  authorized, issued and outstanding                       -          -
Additional paid-in capital                             1,561      1,561
Retained earnings                                     36,437     16,940
                                                  -----------  ---------
  Total equity                                        37,998     18,501
                                                  -----------  ---------
                                                    $107,561   $ 86,009
                                                     =======    =======


The accompanying notes are an integral part of the financial statements.
<PAGE>

                  SALTON SEA ROYALTY COMPANY
                   STATEMENTS OF OPERATIONS
                    (Dollars in Thousands)

                                                 Year ended December 31,
                                             1998         1997        1996

Revenues:
Royalty income                             $51,703      $32,231      $30,143

Expenses:
Operating, general and administrative 
  expenses                                   8,120        7,769        7,288
Amortization of royalty stream and goodwill  9,794        9,794       10,280
Interest expense                             2,784        4,179        5,246
                                           --------    ---------    ---------
Total expenses                              20,698       21,742       22,814
                                           --------    ---------    ---------
Income before income taxes                  31,005       10,489        7,329
Provision for income taxes                  11,508        1,828        2,560
                                           --------    ---------    ---------
Net income                                 $19,497      $ 8,661      $ 4,769
                                           =======      =======      =======


The accompanying notes are an integral part of the financial statements.
<PAGE>

                  SALTON SEA ROYALTY COMPANY
                     STATEMENTS OF EQUITY
          FOR THE THREE YEARS ENDED DECEMBER 31, 1998
                    (Dollars in Thousands)

                                          Additional
                          Common Stock      Paid-in    Retained
                         Shares  Amount     Capital    Earnings       Total
                      -------------------------------------------------------
Balance, December 31, 1995  100  $     -    $24,541    $ 3,510       $ 28,051

Distributions                 -        -    (22,980)         -        (22,980)
Net income                    -        -          -      4,769          4,769
                         ------- --------  ---------  ---------    -----------
Balance, December 31, 1996  100        -      1,561      8,279          9,840

Net income                    -        -          -      8,661          8,661
                         ------- --------  ---------  ---------    -----------
Balance, December 31, 1997  100        -      1,561     16,940         18,501

Net income                    -        -          -     19,497         19,497
                         ------- --------  ---------  ---------    -----------
Balance, December 31, 1998  100  $     -    $ 1,561    $36,437        $37,998
                           ===== =======    =======     ======         ======


The accompanying notes are an integral part of the financial statements.
<PAGE>

                  SALTON SEA ROYALTY COMPANY
                   STATEMENTS OF CASH FLOWS
                    (Dollars in Thousands)

                                                  Year End December 31,
                                              1998        1997        1996
Cash flow from operating activities:
Net income                                 $ 19,497     $ 8,661     $ 4,769
Adjustments to reconcile net income to 
 net cash provided by operating activities:
  Amortization of royalty stream 
   and goodwill                               9,794       9,794      10,280
  Deferred income taxes                        (499)     (4,959)     (3,233)
  Changes in assets and liabilities:
  Prepaid expenses and other assets             468       4,376         886
  Accrued liabilities                        18,280       9,236       6,122
                                          ----------  ----------  ----------
Net cash flows from operating activities     47,540      27,108      18,824
                                          ----------  ----------  ----------
Net cash flows from financing activities:
Decrease (increase) in due from affiliates  (31,814)     (9,106)     15,102
Distribution to parent                            -           -     (22,980)
Repayment of senior secured project note    (15,726)    (18,002)    (10,946)
                                          ----------  ----------  ----------
Net cash flows from financing activities    (47,540)    (27,108)    (18,824)
                                          ----------  ----------  ----------
Net change in cash                                -           -           -
Cash at beginning of period                       -           -           -
                                          ----------  ----------  ----------
Cash at end of period                     $       -   $       -   $       -
                                             ======      ======      ======

The accompanying notes are an integral part of the financial statements.
<PAGE>
                  SALTON SEA ROYALTY COMPANY
                 NOTES TO FINANCIAL STATEMENTS
                     (Dollars in Thousands)

1. ORGANIZATION

  Salton  Sea  Royalty  Company  (the  "Royalty  Company")  is  a
single-purpose entity, 99% owned by Magma Power Company ("Magma")
and  1%  owned  by Salton Sea Funding Corporation  (the  "Funding
Corporation").    Magma   was   a  wholly-owned   subsidiary   of
MidAmerican  Energy Holdings Company, the successor of  CalEnergy
Company, Inc. ("MidAmerican").  See Note 5.

  In  June  1995, the Royalty Company received an  assignment  of
royalties  and  certain fees paid by three partnership  projects,
Del  Ranch,  Elmore and Leathers (collectively, the  "Partnership
Projects").    On  April  17,  1996,  MidAmerican  acquired   the
remaining  50%  interest in the Partnership Projects.   Prior  to
this transaction, Magma and its affiliates had a 50% interest  in
the  Partnership Projects.  In addition, the Royalty Company  has
received an assignment of certain resource-related royalties  and
contract  assignment  royalties payable by the  geothermal  power
plant located in Imperial Valley, California which is owned by an
unaffiliated   third  party  (East  Mesa,   together   with   the
Partnership  Projects, the "Projects").  All of the Projects  are
engaged  in  the  operation of geothermal  power  plants  in  the
Imperial Valley in Southern California. Substantially all of  the
assigned  royalties  are  based on a  percentage  of  energy  and
capacity  revenues  of  the  Projects.   With  the  exception  of
royalties  from  East  Mesa, the royalties  are  senior  to  debt
service  and  are pari passu with other operating and maintenance
expenses of the Projects.

  All  of  the  Projects have executed long-term  power  purchase
agreements  ("SO4 Agreements") providing for capacity and  energy
sales to Southern California Edison Company ("Edison").  Each  of
these  agreements provides for fixed price capacity payments  for
the life of the contract.  The East Mesa Project has entered into
a  Termination  Agreement, to which Magma consented,  which  will
terminate its SO4 Agreement upon CPUC approval becoming final.

  The Partnership Projects earn energy payments based on kilowatt
hours  (kWhs) of energy provided to Edison.  During the first  10
years of the agreement, the Projects earn payments for energy  as
scheduled  in  the  SO4 Agreements.  After the 10-year  scheduled
payment  period has expired (1998 for Del Ranch and Elmore;  1999
for   Leathers),  the  energy  payment  per  kWh  throughout  the
remainder of the contract period will be at Edison's Avoided Cost
of Energy.

  For the year ended December 31, 1998 and 1997, Edison's average
Avoided  Cost  of  Energy was 3.0 cents and 3.3  cents  per  kWh,
respectively,  which is substantially below the  contract  energy
prices earned in 1998.  Estimates of Edison's future Avoided Cost
of  Energy  vary  substantially from year to year.   The  Royalty
Company cannot predict the likely level of Avoided Cost of Energy
prices  under  the  SO4  Agreements  at  the  expiration  of  the
scheduled payment periods.  The revenues generated by each of the
units   operating  under  SO4  Agreements  will  likely   decline
significantly  after  the expiration of  the  relevant  scheduled
payment  period which would have a direct effect on  the  related
royalty streams.

  As discussed above, all revenues except those derived from East
Mesa  are  from, and all operating expenses are paid by,  related
parties.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

  The accompanying statement of operations presents revenues  and
expenses  which have been assigned to the Royalty  Company  under
the  arrangements  described  above  on  the  accrual  method  of
accounting.  This  presentation is a "carve out"  of  information
from Magma and certain of its affiliates.  Such revenues, net  of
related expenses, guarantee loans from the Funding Corporation, a
wholly-owned subsidiary of Magma.
<PAGE>
  The  financial statements reflect the acquisition of Magma  and
the  resulting push down to the Royalty Company of the accounting
as a purchase business combination.

Royalty Stream

  The Royalty Company's policy is to provide amortization expense
beginning  upon the commencement of revenue production  over  the
estimated remaining useful life of the identifiable assets.

  The  royalty  streams have been assigned values separately  for
each  of (1) the remaining portion of the fixed price periods  of
the  Projects' power sales agreements and (2) the 20 year avoided
cost  periods  of  the Projects' power sales agreements  and  are
amortized  separately over such periods using the  straight  line
method.   At December 31, 1998 and 1997, accumulated amortization
was $37,555 and $28,669, respectively.

Excess of Cost over Fair Value

 Total acquisition costs in excess of the fair values assigned to
the net assets acquired are amortized over a 40 year period using
the  straight  line  method.   At December  31,  1998  and  1997,
accumulated  amortization of the excess of cost over  fair  value
was $3,553 and $2,645, respectively.

Income Taxes

  The  Royalty  Company  is included in consolidated  income  tax
returns  with  its  parent  and  affiliates.   Income  taxes  are
provided on a separate return basis, however, tax obligations  of
the  Royalty Company will be remitted to the parent only  to  the
extent of cash flows available after operating expenses and  debt
service.

Fair Values of Financial Instruments

  Fair  values  of  financial instruments that are  not  actively
traded  are based on market prices of similar  instruments and/or
valuation  techniques using market assumptions.  Unless otherwise
noted,   the   estimated  fair  value  amounts  do   not   differ
significantly from recorded values.

Impairment of Long-Lived Assets

   The  Royalty  Company reviews long-lived  assets  and  certain
identifiable  intangibles  for  impairment  whenever  events   or
changes in circumstances indicate that the carrying amount of  an
asset  may  not  be  recoverable.  An impairment  loss  would  be
recognized  whenever evidence exists that the carrying  value  is
not recoverable.

Use of Estimates

  The  preparation  of financial statements  in  conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities and disclosure of contingent assets and
liabilities  at  the  date of the financial  statements  and  the
reported  amounts of revenues and expenses during  the  reporting
period.  Actual results could differ from those estimates.

3. SENIOR SECURED PROJECT NOTE

   The  Royalty Company has a project note payable to Salton  Sea
Funding  Corporation  at interest rates  ranging  from  6.69%  to
7.37%.   They  have also guaranteed, along with other guarantors,
the  debt  of  Salton Sea Funding Corporation, which amounted  to
$626,816   at  December  31,  1998.   The  guarantee  issued   is
<PAGE>
collateralized by a lien on substantially all the assets of and a
pledge  of  stock  in  the  Guarantor.  The  structure  has  been
designed  to  cross collateralize cash flows from each  guarantor
without cross collateralizing all of the guarantors' assets.

Principal maturities of the senior secured project note are as
follows:
          1999             $ 9,396
          2000               4,773
          2001               4,434
          2002               3,460
          2003                 304
          Thereafter           843
                        ----------
                           $23,210
                            ======
  The estimated fair values of the senior secured project note at
December 31, 1998 and 1997 were $23,537 and $40,251,
respectively.

4.        INCOME TAXES

  The provision for income taxes for the year ended December 31,
1998, 1997 and 1996, consisted of the following:
                          Current    Deferred   Total
                        --------- ----------- --------
1998
Federal                   $ 9,267    $  (294)  $ 8,973
State                       2,740       (205)    2,535
                        --------- ----------- --------
Total                     $12,007    $  (499)  $11,508
                            =====      ======    =====
1997
Federal                    $5,292    $(4,159)   $1,133
State                       1,495       (800)      695
                        --------- ----------- --------
Total                      $6,787    $(4,959)   $1,828
                            =====      ======    =====
1996
Federal                    $4,517    $(2,390)   $2,127
State                       1,276       (843)      433
                        --------- ----------- --------
Total                      $5,793    $(3,233)   $2,560
                            =====      ======    =====

  The Royalty Company's effective tax rate differs from the
statutory federal income tax rate due primarily to percentage
depletion in excess of cost depletion and goodwill amortization.

  Deferred tax liabilities (assets) at December 31, 1998 and 1997
consisted of the following:

                                    1998      1997
Deferred liabilities:
Depreciation and amortization      $9,368   $12,568
Deferred assets:
Jr. SO4 royalty receivable              -    (5,300)
Deferred income                    (2,599)        -
                               ----------- ---------
Net deferred tax liability         $6,769   $ 7,268
                                  =======    ======
<PAGE>
5.     SUBSEQUENT EVENTS

  On  February 8, 1999, MidAmerican created a new subsidiary,  CE
  Generation,  LLC ("CE Generation") and subsequently transferred
  its  interest in the Company's power generation assets  in  the
  Imperial   Valley  to  CE  Generation.   On  March   3,   1999,
  MidAmerican  closed the sale of 50% of its ownership  interests
  in   CE   Generation  to  an  affiliate  of  El   Paso   Energy
  Corporation.

<PAGE>
  Item 9.Changes in and Disagreements with Accountants on
  Accounting and Financial Disclosure

  Not applicable.
<PAGE>
                            PART III


Item 10.    Directors and Executive Officers of the Registrant

   Set  forth  below are the current executive  officers  of  the
Funding  Corporation and the Guarantors and their positions  with
the  Funding  Corporation and each of the Guarantors (or  general
partner thereof):

  EXECUTIVE OFFICER                    POSITION

  David  L.  Sokol               Chairman of the Board and  Chief
                                 Executive Officer; Director
  Gregory E. Abel                President and Chief Operating
                                 Officer, Director
  Steven  A.  McArthur           Senior  Vice  President,
                                 General Counsel and Secretary; Director
  Alan  L.  Wells                Senior Vice President and  Chief
                                 Financial Officer
  Frederick  L.  Manuel          Senior  Vice  President, Operations
  Patrick  J.  Goodman           Senior Vice President  and
                                 Chief Accounting Officer

       DAVID  L.  SOKOL,  42, Chairman of  the  Board  and  Chief
Executive  Officer.  Mr. Sokol has been Chief  Executive  Officer
since April 19, 1993 and served as President of MidAmerican  from
April  19,  1993 until January 21, 1995. He has been Chairman  of
the  Board  of  Directors  since  May  1994  and  a  director  of
MidAmerican  since March 1991.  Formerly, among  other  positions
held  in  the  independent power industry, Mr.  Sokol  served  as
President  and Chief Executive Officer of Kiewit Energy  Company,
which  at  that time was a wholly owned subsidiary  of  PKS,  and
Ogden Projects, Inc.

      GREGORY E. ABEL, 36, President and Chief Operating Officer.
Mr.  Abel  joined MidAmerican in 1992. Mr. Abel  is  a  Chartered
Accountant  and  from  1984  to 1992 he  was  employed  by  Price
Waterhouse.  As  a Manager in the San Francisco office  of  Price
Waterhouse,  he  was  responsible  for  clients  in  the   energy
industry.

       STEVEN  A.  McARTHUR, 41, Senior Vice  President,  General
Counsel  and  Secretary.  Mr.  McArthur  joined  MidAmerican   in
February  1991.  From  1988 to 1991 he was  an  attorney  in  the
Corporate  Finance Group at Shearman & Sterling in San Francisco.
From  1984  to  1988 he was an attorney in the Corporate  Finance
Group at Winthrop, Stimson, Putnam & Roberts in New York.

       ALAN  L.  WELLS,  39,  Senior  Vice  President  and  Chief
Financial  Officer.   Mr.  Wells  served  as  Vice  President  of
MidAmerican Energy from November 1, 1996 to October 31, 1997  and
held  various executive and management positions with MidAmerican
Energy and Iowa-Illinois from 1993 to October 31, 1996.

        FREDERICK   L.  MANUEL,  40,  Senior  Vice  President   -
Operations.   Prior to joining MidAmerican, he  was  employed  by
Chevron  Corporation  with responsibilities  including  land  and
offshore drilling, reservoir and production engineering,  project
management and technical research.

       PATRICK  J. GOODMAN, 32, Senior Vice President  and  Chief
Accounting Officer.  Mr. Goodman joined MidAmerican in June 1995,
and served as Manager of Consolidation Accounting until September
1996  when  he  was  promoted to Controller.   Prior  to  joining
MidAmerican,  Mr.  Goodman was a financial manager  for  National
Indemnity Company and a senior associate at Coopers & Lybrand.

<PAGE>

Item 11.    Executive Compensation

   The  Funding  Corporation's and the Guarantors' directors  and
executive  officers receive no remuneration for serving  in  such
capacities.


Item  12.   Security Ownership of Certain Beneficial  Owners  and
Management


Description of Capital Stock

   As  of December 31, 1998, the authorized capital stock of  the
Funding  Corporation consisted of 1,000 shares of  common  stock,
par  value  $.01  per share (the "Common Stock"),  of  which  100
shares  were outstanding. There is no public trading  market  for
the  Common Stock. As of December 31, 1998, there was one  holder
of  record  of  the  Common Stock. Holders of  Common  Stock  are
entitled  to one vote per share on any matter coming  before  the
stockholders for a vote.

   The  Funding  Corporation does not expect in  the  foreseeable
future  to  pay any dividends on the Common Stock. The  Indenture
contains  certain restrictions on the payment of  dividends  with
respect to the Common Stock.


Principal Holders

   Since  the formation of the Funding Corporation in June  1995,
all of the outstanding shares of Common Stock have been owned  by
Magma. Magma directly or indirectly owns all of the capital stock
of  or  partnership interests in the Funding Corporation and  the
Guarantors.

Item 13.  Certain Relationships and Related Transactions

Other Relationships and Related Transactions

    The  Salton  Sea  Projects'  and  the  Partnership  Projects'
geothermal  power plants are owned, administered and operated  by
Magma  or subsidiaries of Magma. Geothermal fluid supplying these
facilities   is   provided  from  Magma's  (or  a   subsidiary's)
geothermal resource holdings in the SSKGRA.

   In  providing rights to geothermal resources and/or geothermal
fluids,  administering and operating the geothermal power plants,
and  disposing  of solids from these facilities, Magma  (directly
and   through  subsidiaries)  receives  certain  royalties,  cost
reimbursements  and  fees  for its services  and  the  rights  it
provides. See the financial statements attached hereto.

   The  Funding  Corporation believes that the transactions  with
related parties described above, taking into consideration all of
the  respective  terms  and conditions of each  of  the  relevant
contracts  and  agreements,  are at least  as  favorable  to  the
Guarantors as those which could have been obtained from unrelated
parties in arms' length negotiations.


Relationship  of  the Funding Corporation and the  Guarantors  to
Magma and MidAmerican

   The Funding Corporation is a wholly owned direct subsidiary of
Magma  organized for the sole purpose of acting as issuer of  the
Securities.  The Funding Corporation is restricted,  pursuant  to
the terms of the Indenture, to acting as issuer of the Securities
and  other indebtedness as permitted under the Indenture,  making
loans  to  the Guarantors pursuant to the Credit Agreements,  and
transactions related thereto. The Funding Corporation and each of
the Guarantors (and, in the case of SSBP, SSPG, Elmore, Leathers,
Del  Ranch  and Vulcan, the general partners thereof)  have  been
organized  and are operated as legal entities separate and  apart
from  MidAmerican, Magma and any other Affiliates of  MidAmerican
or Magma, and, accordingly, the assets of the Funding Corporation
and  the  Guarantors  (and, in the case of  SSBP,  SSPG,  Elmore,
Leathers,  Del  Ranch and Vulcan, the general  partners  thereof)
<PAGE>
will  not  be  generally available to satisfy the obligations  of
MidAmerican,  Magma  or any other Affiliates  of  MidAmerican  or
Magma;  provided, however, that unrestricted cash of the  Funding
Corporation  and  the  Guarantors  or  other  assets  which   are
available for distribution may, subject to applicable law and the
terms  of  financing arrangements of such parties,  be  advanced,
loaned, paid as dividends or otherwise distributed or contributed
to MidAmerican, Magma or Affiliates thereof.
<PAGE>
                            PART IV


Item 14.  Exhibits, Financial Statements Schedule and Reports  on
Form 8-K

     (a)  Financial Statements and Schedules

     (i)  Financial Statements

        Financial Statements are included in Part II of this Form
10-K

     (ii) Financial Statement Schedules

             Financial  Statement  Schedules  are  not   included
       because  they are not required or the information required
       is included in Part II of this Form 10-K.

  (b)  Reports on Form 8-K

     The Company filed a Current Report on Form 8-K dated October
13,  1998 reporting the completion of the institutional placement
of  $285  million principal amount of its 7.475%  Senior  Secured
Series F Bonds due November 30, 2018.

  (c)  Exhibits

      The  exhibits listed on the accompanying Exhibit Index  are
filed as part of this Annual Report.

      For  the purposes of complying with the amendments  to  the
rules  governing  Form  S-4 effective July  13,  1990  under  the
Securities  Act  of  1933, the undersigned hereby  undertakes  as
follows,  which  undertaking shall be incorporated  by  reference
into  the  Funding Corporation's currently effective Registration
Statements on Form S-4.

     Insofar as indemnification for liabilities arising under the
Securities  Act  of 1933 may be permitted to directors,  officers
and  controlling  persons of the registrant, the  registrant  has
been  advised  that  in the opinion the Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in  the  Securities Act of  1933  and  is,  therefore,
unenforceable.   In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being  registered, the registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court of appropriate jurisdiction the question  of
whether  such indemnification by it is against public  policy  as
expressed  in  the  Act  and  will  be  governed  by  the   final
adjudication of such issue.

   (d)   Financial statements required by Regulations S-X,  which
are excluded from the Annual Report by Rule 14a-3(b).

  Not Applicable
<PAGE>
                           Signatures

   Pursuant  to the requirements of Section 13 or 15 (d)  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,  in the  City  of  Omaha,  State  of
Nebraska, on March 30, 1999.

                              SALTON SEA FUNDING CORPORATION

                              By:/s/      David L. Sokol*
                                  David L. Sokol
                                  Director, Chairman of the Board
                                  and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, each thereunto duly authorized in the City of
Omaha, State of Nebraska, on the dates indicated.

Signature                                                 Date

/s/  David L. Sokol*                                 March 30, 1999
David L. Sokol
Director, Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  Gregory E. Abel    *                            March 30, 1999
Gregory E. Abel
Director, President and Chief Operating Officer

/s/   Steven A. McArthur                             March 30, 1999
Steven A. McArthur
Director, Senior Vice President and Secretary

/s/  Alan L. Wells*                                  March 30, 1999
Alan L. Wells
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/   Patrick J. Goodman*                            March 30, 1999
Patrick J. Goodman
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

* By: /s/ Steven A. McArthur
          Steven A. McArthur
          Attorney-in-fact

<PAGE>
                           Signatures

  Pursuant  to the requirements of Section 13 or 15  (d)  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,  in the  City  of  Omaha,  State  of
Nebraska, on March 30, 1999.

                              SALTON SEA BRINE PROCESSING, L.P.
                              a California limited partnership

                              By: Salton Sea Power Company,
                                  a California corporation, its
                                  general partner

                               By:/s/ David  L. Sokol*
                                  David L. Sokol
                                  Director, Chairman of the Board
                                  and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, each thereunto duly authorized in the City of
Omaha, State of Nebraska, on the dates indicated.

Signature                                                  Date

/s/  David L. Sokol*                                    March 30, 1999
David L. Sokol
Director, Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  Gregory E. Abel    *                               March 30, 1999
Gregory E. Abel
Director, President and Chief Operating Officer

/s/   Steven A. McArthur                                March 30, 1999
Steven A. McArthur
Director, Senior Vice President and Secretary

/s/  Alan L. Wells*                                     March 30, 1999
Alan L. Wells
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/   Patrick J. Goodman*                               March 30, 1999
Patrick J. Goodman
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

* By: /s/ Steven A. McArthur
          Steven A. McArthur
          Attorney-in-fact
<PAGE>
                           Signatures

  Pursuant  to the requirements of Section 13 or 15  (d)  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,  in the  City  of  Omaha,  State  of
Nebraska, on March 30, 1999.

                              SALTON SEA POWER GENERATION, L.P.,
                              a California  limited partnership

                              By:  Salton Sea Power Company, a
                              California corporation, its
                              general partner

                               By:/s/ David  L. Sokol*
                                  David L. Sokol
                                  Director, Chairman of the Board
                                  and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, each thereunto duly authorized in the City of
Omaha, State of Nebraska, on the dates indicated.

Signature                                                Date

/s/  David L. Sokol*                                  March 30, 1999
David L. Sokol
Director, Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  Gregory E. Abel    *                             March 30, 1999
Gregory E. Abel
Director, President and Chief Operating Officer

/s/   Steven A. McArthur                              March 30, 1999
Steven A. McArthur
Director, Senior Vice President and Secretary

/s/  Alan L. Wells*                                   March 30, 1999
Alan L. Wells
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/   Patrick J. Goodman*                             March 30, 1999
Patrick J. Goodman
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

* By: /s/ Steven A. McArthur
          Steven A. McArthur
          Attorney-in-fact
<PAGE>
                              Signatures

  Pursuant  to the requirements of Section 13 or 15  (d)  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,  in the  City  of  Omaha,  State  of
Nebraska, on March 30, 1999.

                              FISH LAKE POWER COMPANY

                               By:/s/ David  L. Sokol*
                                  David L. Sokol
                                  Director, Chairman of the Board
                                  and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, each thereunto duly authorized in the City of
Omaha, State of Nebraska, on the dates indicated.

Signature                                               Date

/s/  David L. Sokol*                                March 30, 1999
David L. Sokol
Director, Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  Gregory E. Abel    *                           March 30, 1999
Gregory E. Abel
Director, President and Chief Operating Officer

/s/   Steven A. McArthur                            March 30, 1999
Steven A. McArthur
Director, Senior Vice President and Secretary

/s/  Alan L. Wells*                                 March 30, 1999
Alan L. Wells
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/   Patrick J. Goodman*                           March 30, 1999
Patrick J. Goodman
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

* By: /s/ Steven A. McArthur
          Steven A. McArthur
          Attorney-in-fact


<PAGE>
                           Signatures

  Pursuant  to the requirements of Section 13 or 15  (d)  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,  in the  City  of  Omaha,  State  of
Nebraska, on March 30, 1999.

                              VULCAN POWER COMPANY

                               By:/s/ David  L. Sokol*
                                  David L. Sokol
                                  Director, Chairman of the Board
                                  and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, each thereunto duly authorized in the City of
Omaha, State of Nebraska, on the dates indicated.

Signature                                              Date

/s/  David L. Sokol*                                  March 30, 1999
David L. Sokol
Director, Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  Gregory E. Abel    *                             March 30, 1999
Gregory E. Abel
Director, President and Chief Operating Officer

/s/   Steven A. McArthur                              March 30, 1999
Steven A. McArthur
Director, Senior Vice President and Secretary

/s/  Alan L. Wells*                                   March 30, 1999
Alan L. Wells
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/   Patrick J. Goodman*                             March 30, 1999
Patrick J. Goodman
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

* By: /s/ Steven A. McArthur
          Steven A. McArthur
          Attorney-in-fact
<PAGE>
                           Signatures

  Pursuant  to the requirements of Section 13 or 15  (d)  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,  in the  City  of  Omaha,  State  of
Nebraska, on March 30, 1999.

                              CALENERGY OPERATING CORPORATION

                               By:/s/ David  L. Sokol*
                                  David L. Sokol
                                  Director, Chairman of the Board
                                  and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, each thereunto duly authorized in the City of
Omaha, State of Nebraska, on the dates indicated.

Signature                                                Date

/s/  David L. Sokol*                                   March 30, 1999
David L. Sokol
Director, Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  Gregory E. Abel    *                              March 30, 1999
Gregory E. Abel
Director, President and Chief Operating Officer

/s/   Steven A. McArthur                               March 30, 1999
Steven A. McArthur
Director, Senior Vice President and Secretary

/s/  Alan L. Wells*                                    March 30, 1999
Alan L. Wells
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/   Patrick J. Goodman*                              March 30, 1999
Patrick J. Goodman
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

* By: /s/ Steven A. McArthur
          Steven A. McArthur
          Attorney-in-fact
<PAGE>

                           Signatures

  Pursuant  to the requirements of Section 13 or 15  (d)  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,  in the  City  of  Omaha,  State  of
Nebraska, on March 30, 1999.

                              SALTON SEA ROYALTY COMPANY

                               By:/s/  David  L. Sokol*
                                  David L. Sokol
                                  Director, Chairman of the Board
                                  and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, each thereunto duly authorized in the City of
Omaha, State of Nebraska, on the dates indicated.

Signature                                              Date

/s/  David L. Sokol*                                March 30, 1999
David L. Sokol
Director, Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  Gregory E. Abel    *                           March 30, 1999
Gregory E. Abel
Director, President and Chief Operating Officer

/s/   Steven A. McArthur                            March 30, 1999
Steven A. McArthur
Director, Senior Vice President and Secretary

/s/  Alan L. Wells*                                 March 30, 1999
Alan L. Wells
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/   Patrick J. Goodman*                           March 30, 1999
Patrick J. Goodman
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

* By: /s/ Steven A. McArthur
          Steven A. McArthur
          Attorney-in-fact

<PAGE>                                
                                
                           Signatures

  Pursuant  to the requirements of Section 13 or 15  (d)  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,  in the  City  of  Omaha,  State  of
Nebraska, on March 30, 1999.

                              LEATHERS, L.P., a
                              California  limited partnership

                            By: CalEnergy Operating Corporation, a
                              Delaware corporation, its
                              general partner

                               By:/s/ David  L. Sokol*
                                  David L. Sokol
                                  Director, Chairman of the Board
                                  and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, each thereunto duly authorized in the City of
Omaha, State of Nebraska, on the dates indicated.

Signature                                              Date

/s/  David L. Sokol*                               March 30, 1999
David L. Sokol
Director, Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  Gregory E. Abel    *                          March 30, 1999
Gregory E. Abel
Director, President and Chief Operating Officer

/s/   Steven A. McArthur                           March 30, 1999
Steven A. McArthur
Director, Senior Vice President and Secretary

/s/  Alan L. Wells*                                March 30, 1999
Alan L. Wells
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/   Patrick J. Goodman*                          March 30, 1999
Patrick J. Goodman
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

* By: /s/ Steven A. McArthur
          Steven A. McArthur
          Attorney-in-fact
<PAGE>
                           Signatures

  Pursuant  to the requirements of Section 13 or 15  (d)  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,  in the  City  of  Omaha,  State  of
Nebraska, on March 30, 1999.

                               ELMORE L.P., a California limited partnership

                              By: CalEnergy Operating Corporation, a
                              Delaware corporation, its
                              general partner

                               By:/s/ David  L. Sokol*
                                  David L. Sokol
                                  Director, Chairman of the Board
                                  and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, each thereunto duly authorized in the City of
Omaha, State of Nebraska, on the dates indicated.

Signature                                            Date

/s/  David L. Sokol*                               March 30, 1999
David L. Sokol
Director, Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  Gregory E. Abel    *                          March 30, 1999
Gregory E. Abel
Director, President and Chief Operating Officer

/s/   Steven A. McArthur                           March 30, 1999
Steven A. McArthur
Director, Senior Vice President and Secretary

/s/  Alan L. Wells*                                March 30, 1999
Alan L. Wells
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/   Patrick J. Goodman*                          March 30, 1999
Patrick J. Goodman
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

* By: /s/ Steven A. McArthur
          Steven A. McArthur
          Attorney-in-fact
<PAGE>
                           Signatures

  Pursuant  to the requirements of Section 13 or 15  (d)  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,  in the  City  of  Omaha,  State  of
Nebraska, on March 30, 1999.

                              DEL RANCH L.P., a
                              California  limited partnership

                           By:  CalEnergy Operating Corporation, a
                              Delaware corporation, its
                              general partner

                               By:/s/  David  L. Sokol*
                                  David L. Sokol
                                  Director, Chairman of the Board
                                  and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, each thereunto duly authorized in the City of
Omaha, State of Nebraska, on the dates indicated.

Signature                                           Date

/s/  David L. Sokol*                             March 30, 1999
David L. Sokol
Director, Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  Gregory E. Abel    *                        March 30, 1999
Gregory E. Abel
Director, President and Chief Operating Officer

/s/   Steven A. McArthur                         March 30, 1999
Steven A. McArthur
Director, Senior Vice President and Secretary

/s/  Alan L. Wells*                              March 30, 1999
Alan L. Wells
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/   Patrick J. Goodman*                        March 30, 1999
Patrick J. Goodman
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

* By: /s/ Steven A. McArthur
          Steven A. McArthur
          Attorney-in-fact

<PAGE>                                
                           Signatures

  Pursuant  to the requirements of Section 13 or 15  (d)  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,  in the  City  of  Omaha,  State  of
Nebraska, on March 30, 1999.

                              BN GEOTHERMAL INC., a
                              Delaware corporation

                            By:/s/  David  L. Sokol*
                                  David L. Sokol
                                  Director, Chairman of the Board
                                  and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, each thereunto duly authorized in the City of
Omaha, State of Nebraska, on the dates indicated.

Signature                                               Date

/s/  David L. Sokol*                               March 30, 1999
David L. Sokol
Director, Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  Gregory E. Abel    *                          March 30, 1999
Gregory E. Abel
Director, President and Chief Operating Officer

/s/   Steven A. McArthur                           March 30, 1999
Steven A. McArthur
Director, Senior Vice President and Secretary

/s/  Alan L. Wells*                                March 30, 1999
Alan L. Wells
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/   Patrick J. Goodman*                          March 30, 1999
Patrick J. Goodman
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

* By: /s/ Steven A. McArthur
          Steven A. McArthur
          Attorney-in-fact
<PAGE>
                           Signatures

  Pursuant  to the requirements of Section 13 or 15  (d)  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,  in the  City  of  Omaha,  State  of
Nebraska, on March 30, 1999.

                              NIGUEL ENERGY COMPANY, a
                              California  corporation

                               By:/s/  David  L. Sokol*
                                  David L. Sokol
                                  Director, Chairman of the Board
                                  and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, each thereunto duly authorized in the City of
Omaha, State of Nebraska, on the dates indicated.

Signature                                              Date

/s/  David L. Sokol*                                March 30, 1999
David L. Sokol
Director, Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  Gregory E. Abel    *                           March 30, 1999
Gregory E. Abel
Director, President and Chief Operating Officer

/s/   Steven A. McArthur                            March 30, 1999
Steven A. McArthur
Director, Senior Vice President and Secretary

/s/  Alan L. Wells*                                 March 30, 1999
Alan L. Wells
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/   Patrick J. Goodman*                           March 30, 1999
Patrick J. Goodman
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

* By: /s/ Steven A. McArthur
          Steven A. McArthur
          Attorney-in-fact
<PAGE>
                           Signatures

  Pursuant  to the requirements of Section 13 or 15  (d)  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,  in the  City  of  Omaha,  State  of
Nebraska, on March 30, 1999.

                              CONEJO ENERGY COMPANY, a
                              California  corporation

                               By:/s/ David  L. Sokol*
                                  David L. Sokol
                                  Director, Chairman of the Board
                                  and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, each thereunto duly authorized in the City of
Omaha, State of Nebraska, on the dates indicated.

Signature                                           Date

/s/  David L. Sokol*                             March 30, 1999
David L. Sokol
Director, Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  Gregory E. Abel    *                        March 30, 1999
Gregory E. Abel
Director, President and Chief Operating Officer

/s/   Steven A. McArthur                         March 30, 1999
Steven A. McArthur
Director, Senior Vice President and Secretary

/s/  Alan L. Wells*                              March 30, 1999
Alan L. Wells
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/   Patrick J. Goodman*                        March 30, 1999
Patrick J. Goodman
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

* By: /s/ Steven A. McArthur
          Steven A. McArthur
          Attorney-in-fact
<PAGE>

                           Signatures

  Pursuant  to the requirements of Section 13 or 15  (d)  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,  in the  City  of  Omaha,  State  of
Nebraska, on March 30, 1999.

                              SAN FELIPE ENERGY COMPANY, a
                              California  corporation

                               By:/s/  David  L. Sokol*
                                  David L. Sokol
                                  Director, Chairman of the Board
                                  and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, each thereunto duly authorized in the City of
Omaha, State of Nebraska, on the dates indicated.

Signature                                                Date

/s/  David L. Sokol*                                  March 30, 1999
David L. Sokol
Director, Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  Gregory E. Abel    *                             March 30, 1999
Gregory E. Abel
Director, President and Chief Operating Officer

/s/   Steven A. McArthur                              March 30, 1999
Steven A. McArthur
Director, Senior Vice President and Secretary

/s/  Alan L. Wells*                                   March 30, 1999
Alan L. Wells
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/   Patrick J. Goodman*                             March 30, 1999
Patrick J. Goodman
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

* By: /s/ Steven A. McArthur
          Steven A. McArthur
          Attorney-in-fact
<PAGE>

                           Signatures

  Pursuant  to the requirements of Section 13 or 15  (d)  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,  in the  City  of  Omaha,  State  of
Nebraska, on March 30, 1999.

                              VULCAN/BN GEOTHERMAL POWER COMPANY,
a
                              Nevada general partnership

                              By:  VULCAN POWER COMPANY,  a
                                      Nevada corporation, Partner

                                  By:/s/ David L. Sokol*
                                         David L. Sokol
                                         Director, Chairman of the Board
                                         and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, each thereunto duly authorized in the City of
Omaha, State of Nebraska, on the dates indicated.

Signature                                            Date

/s/  David L. Sokol*                               March 30, 1999
David L. Sokol
Director, Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)

/s/  Gregory E. Abel    *                          March 30, 1999
Gregory E. Abel
Director, President and Chief Operating Officer

/s/   Steven A. McArthur                           March 30, 1999
Steven A. McArthur
Director, Senior Vice President and Secretary

/s/  Alan L. Wells*                                March 30, 1999
Alan L. Wells
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/   Patrick J. Goodman*                          March 30, 1999
Patrick J. Goodman
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

* By: /s/ Steven A. McArthur
          Steven A. McArthur
          Attorney-in-fact

<PAGE>

                       INDEX TO EXHIBITS


Exhibit No.          Description of Exhibit

3.1  Articles   of   Incorporation  of  the  Funding   Corporation
     (incorporated  by  reference to Exhibit 3.1  to  the  Funding
     Corporation  Registration Statement on Form S-4 dated  August
     9, 1995, 33-95538 ("Form S-4")).

3.2  By-laws   of   the   Funding  Corporation  (incorporated   by
     reference to Exhibit 3.2 to the Funding Corporation  Form  S-
     4).

3.3  Limited  Partnership  Agreement  of  SSBP  (incorporated   by
     reference to Exhibit 3.3 to the Funding Corporation  Form  S-
     4).

3.4  Limited  Partnership  Agreement  of  SSPG  (incorporated   by
     reference to Exhibit 3.4 to the Funding Corporation  Form  S-
     4).

3.5  Articles  of  Incorporation  of Fish  Lake  (incorporated  by
     reference to Exhibit 3.5 to the Funding Corporation  Form  S-
     4).

3.6  By-laws  of  Fish Lake (incorporated by reference to  Exhibit
     3.6 to the Funding Corporation Form S-4).

3.7  Articles  of Incorporation of VPC (incorporated by  reference
     to Exhibit 3.7 to the Funding Corporation Form S-4).

3.8  By-laws of VPC (incorporated by reference to Exhibit  3.8  to
     the Funding Corporation Form S-4).

3.9  Articles  of Incorporation of CEOC (incorporated by reference
     to Exhibit 3.9 to the Funding Corporation Form S-4).

3.10 By-laws  of  CEOC (incorporated by reference to Exhibit  3.10
     to the Funding Corporation Form S-4).

3.11 Articles   of   Incorporation  of   the   Royalty   Guarantor
     (incorporated  by reference to Exhibit 3.11  to  the  Funding
     Corporation Form S-4).

3.12 By-laws  of the Royalty Guarantor (incorporated by  reference
     to Exhibit 3.12 to the Funding Corporation Form S-4).

3.13 Certificate of Amendment of Certificate of Incorporation
     dated as of March 26, 1996

3.14 Articles  of  Incorporation of BNG  (incorporated  by
     reference   to  Exhibit  3.13  to  the  Funding     Corporation
     Registration Statement on  Form S-4 dated July 2, 1996, 333-07527
     ("Funding     Corporation II Form S-4")).

3.15 By-laws of BNG (incorporated by reference to Exhibit  3.14
     to the Funding Corporation II Form S-4).

3.16 Articles of Incorporation of San Felipe (incorporated by
     reference to Exhibit 3.15 to the Funding    Corporation II Form
     S-4).

3.17 By-laws  of  San Felipe (incorporated  by  reference  to
     Exhibit 3.16 to the Funding Corporation II Form   S-4).

3.18 Articles  of  Incorporation  of  Conejo  (incorporated  by
     reference to Exhibit 3.17 to the Funding  Corporation II Form  S-
     4).
<PAGE>
3.19 By-laws of Conejo (incorporated by reference to  Exhibit
     3.18 to the Funding Corporation II Form
     S-4).

3.20 Articles  of  Incorporation  of  Niguel  (incorporated  by
     reference to Exhibit 3.19 to the Funding  Corporation II Form  S-
     4).

3.21 By-laws  of Niguel (incorporated by reference  to  Exhibit
     3.20 to the Funding Corporation II Form S-4).

3.22 General  Partnership Agreement of Vulcan (incorporated  by
     reference to Exhibit 3.21 to the Funding  Corporation II Form  S-
     4).

3.23 Limited Partnership Agreement of Leathers (incorporated  by
     reference to Exhibit 3.22 to the Funding  Corporation II Form  S-
     4).

3.24 Amended  and Restated Limited Partnership  Agreement  of
     Del Ranch (incorporated by reference to Exhibit 3.23 to the
     Funding Corporation II Form S-4).

3.25 Amended  and  Restated Limited  Partnership  Agreement  of
     Elmore  (incorporated by reference to Exhibit  3.24  to  the
     Funding Corporation II Form S-4).

4.1(a)    Indenture, dated as of July 21, 1995, between Chemical
     Trust  Company  of  California and  the  Funding  Corporation
     (incorporated by reference to Exhibit 4.1(a) to  the  Funding
     Corporation Form  S-4).

4.1(b)    First Supplemental Indenture, dated as of October  18,
     1995,  between Chemical Trust Company of California  and  the
     Funding  Corporation  (incorporated by reference  to  Exhibit
     4.1(b) to the Funding Corporation Form S-4).

4.1(c)    Second Supplemental Indenture, dated as of June  20,
     1996,  between  Chemical Trust Company of California  and  the
     Funding Corporation (incorporated by reference to Exhibit  4.1(c)
     to the Funding Corporation II Form S-4).

4.1(d)    Third Supplemental Indenture between Chemical  Trust
     Company of California and the Funding Corporation
     (incorporated  by  reference to Exhibit  4.1(d)  to  the  Funding
     Corporation II Form S-4).

4.1(e)    Fourth  Supplemental Indenture between Chemical  Trust
     Company of California and the Funding Corporation. *

4.2  Salton  Sea Secured Guarantee, dated as of July 21, 1995,  by
     SSBP,  SSPG and Fish Lake in favor of Chemical Trust  Company
     of  California (incorporated by reference to Exhibit  4.2  to
     the Funding Corporation Form S-4).

4.3(a)    Partnership  Guarantors  Secured  Limited  Guarantee,
     dated  as  of  July 21, 1995, by CEOC and  VPC  in  favor  of
     Chemical   Trust  Company  of  California  (incorporated   by
     reference to Exhibit 4.3 to the Funding Corporation  Form  S-
     4).

4.3(b)    Amended and Restated Partnership Guarantors  Secured
     Limited Guarantee, dated as of June 20,   1996 by CEOC, and  VPC,
     Conejo, Niguel, Sal Felipe, BNG, Del Ranch, Elmore, Leathers  and
     Vulcan   in   favor  of  Chemical  Trust  Company  of  California
     (incorporated  by reference to Exhibit 4.3 to  the  Funding
     Corporation II Form S-4).

4.3(c)    Second  Amended  and  Restated  Partnership   Secured
     Limited  Guarantee, dated as of October 13, 1998 by by  CEOC,
     and  VPC, Conejo, Niguel, Sal Felipe, BNG, Del Ranch, Elmore,
     Leathers  and  Vulcan in favor of Chemical Trust  Company  of
     California. *
<PAGE>
4.4 Royalty  Guarantor  Secured Limited Guarantee,  dated  as  of
    July  21, 1995, by the Royalty Guarantor in favor of Chemical
    Trust  Company  of California (incorporated by  reference  to
    Exhibit 4.4 to the Funding Corporation Form S-4).

4.5(a)     Exchange and Registration Rights Agreement, dated July
     21,  1995,  by and among CS First Boston Corporation,  Lehman
     Brothers  Inc.  and the Funding Corporation (incorporated  by
     reference to Exhibit 4.5 to the Funding Corporation  Form  S-
     4).

4.5(b)     Exchange  and Registration Rights  Agreement,  dated
     June 20, 1996, by and between CS First Boston Corporation  and
     the Funding Corporation (incorporated by reference to Exhibit 4.5
     to the Funding Corporation II Form S-4).

4.6(a)     Collateral  Agency and Intercreditor Agreement,  dated
     as  of  July  21, 1995, by and among Credit Suisse,  Chemical
     Trust Company of California, the Funding Corporation and  the
     Guarantors (incorporated by reference to Exhibit 4.6  to  the
     Funding Corporation Form S-4).

4.6(b)     First  Amendment  to  the  Collateral  Agency   and
     Intercreditor  Agreement, dated as of June  20,  1996, by and
     among  Credit  Suisse, Chemical Trust Company of California, the
     Funding Corporation and the Guarantors  (incorporated  by
     reference to Exhibit 4.6(b) to the Funding Corporation II Form S-
     4).

4.6(c)     Second   Amendment  to  the  Collateral  Agency   and
     Intercreditor  Agreement, dated as of October  13,  1998,  by
     and   among   Credit  Suisse,  Chemical  Trust   Company   of
     California, the Funding Corporation and the Guarantors. *

4.7 Stock  Pledge Agreement, dated as of July 21, 1995, by  Magma
    Power   Company  in  favor  of  Chemical  Trust  Company   of
    California (incorporated by reference to Exhibit 4.7  to  the
    Funding Corporation Form S-4).

4.8(a)     Purchase Agreement, dated July 18, 1995, by and  among
     CS  First  Boston  Corporation,  Lehman  Brothers  Inc.,  the
     Guarantors  and  the  Funding  Corporation  (incorporated  by
     reference to Exhibit 4.8 to the Funding Corporation  Form  S-
     4).

4.8(b)     Purchase Agreement, dated June 17, 1996, by and among
     CS  First  Boston Corporation, the Guarantors and the  Funding
     Corporation  (incorporated by reference to Exhibit  4.8   to  the
     Funding Corporation II Form S-4).

4.8(c)     Purchase Agreement, dated October 13,  1998  by  and
     among  CS  First  Boston Corporation, the Guarantors  and  the
     Funding Corporation. *

4.9  Support  Letter,  dated as of July 21,  1995,  by  and
     among  Magma Power Company, the Funding Corporation  and  the
     Guarantors (incorporated by reference to Exhibit 4.9  to  the
     Funding Corporation Form S-4).

4.10 Debt  Service  Reserve Letter of Credit and  Reimbursement
     Agreement, dated as of July 21, 1995, by and among the Funding
     Corporation,  certain  banks and  Credit  Suisse,  as  agent
     (incorporated  by reference to Exhibit 4.10 to  the  Funding
     Corporation Form S-4).

4.10(a)   Amendment to Notes and to Amended Debt Service  Reserve
      Letter  of Credit and Reimbursement Agreement, dated October
      13,  1998,  by  and  among the Funding Corporation,  certain
      banks and Credit Suisse, as agent. *

4.11  Revolving Credit Agreement, dated as of July  21,  1995,
      by  and  among  Credit  Suisse and the Funding  Corporation
      (incorporated  by  reference to Exhibit  4.11  to  the  Funding
      Corporation Form S-4).
<PAGE>
4.12  Salton  Sea  Credit Agreement, dated July 21,  1995,  by  and
      among SSBP, SSPG and Fish Lake (incorporated by reference  to
      Exhibit 4.12 to the Funding Corporation Form S-4).

4.13  Salton  Sea Project Note, dated July 21, 1995, by SSBP,  SSPG
      and   Fish   Lake   in  favor  of  the  Funding   Corporation
      (incorporated  by reference to Exhibit 4.13  to  the  Funding
      Corporation Form S-4).

4.13(a)    Salton Sea Project Note (SSI), dated October 13, 1998,
      by  SSBP,  SSPG  and  Fish  Lake  in  favor  of  the  Funding
      Corporation. *

4.13(b)    Salton  Sea  Project Note (SSIII), dated  October  13,
      1998, by SSBP, SSPG and Fish Lake in favor of the Funding. *

4.14(a)    Deposit and Disbursement Agreement, dated as  of  July
      21,  1995,  by  and  among the Funding Corporation,  Chemical
      Trust  Company of California and the Guarantors (incorporated
      by  reference to Exhibit 4.14 to the Funding Corporation Form
      S-4).

4.14(b)    Amendment  No.  1  to  Deposit   and   Disbursement
      Agreement, dated as of June 20, 1996, by and among the Funding
      Corporation,  Chemical  Trust  Company  of  California  and   the
      Guarantors  (incorporated by reference to Exhibit 4.14(b) to  the
      Funding Corporation II Form S-4).

4.14(c)     Amended   and   Restated  Deposit  and   Disbursement
      Agreement,  dated as of October 13, 1998, by  and  among  the
      Funding  Corporation,  Chemical Trust Company  of  California
      and the Guarantors. *

4.15  Partnership Interest Pledge Agreement, dated as of  July  21,
      1995, by Magma Power Company and Salton Sea Power Company  in
      favor  of  Chemical Trust Company of California (incorporated
      by  reference to Exhibit 4.15 to the Funding Corporation Form
      S-4).

4.16  Partnership Interest Pledge Agreement, dated as of  July  21,
      1995,  by  SSBP  and  Salton Sea Power Company  in  favor  of
      Chemical   Trust  Company  of  California  (incorporated   by
      reference to Exhibit 4.16 to the Funding Corporation Form  S-
      4).

4.17  Stock  Pledge  Agreement (Pledge of Stock  of  Fish  Lake  by
      Magma  Power Company and the Funding Corporation),  dated  as
      of  July  21,  1995, by Magma Power Company and  the  Funding
      Corporation in favor of Chemical Trust Company of  California
      (incorporated  by reference to Exhibit 4.17  to  the  Funding
      Corporation Form S-4).

4.18  Cost  Overrun Commitment, dated as of July 21, 1995,  between
      MidAmerican,  SSPG,  SSBP  and  Fish  Lake  (incorporated  by
      reference to Exhibit 4.18 to the Funding Corporation Form  S-
      4).

4.19(a)    Partnership  Guarantors Credit Agreement,  dated  July
      21,  1995, by and among CEOC, VPC and the Funding Corporation
      (incorporated  by reference to Exhibit 4.19  to  the  Funding
      Corporation Form
      S-4).

4.19(b)    Amended  and Restated Partnership Guarantors  Credit
      Agreement,  dated June 20, 1996, by and    among the  Partnership
      Guarantors and the Funding Corporation (incorporated by reference
      to  Exhibit 4.19 to the Funding Corporation II Form S-4).

4.19(c)    Second  Amended  and  Restated Partnership  Guarantors
      Credit  Agreement, dated October 13, 1998, by and  among  the
      Partnership Guarantors and the Funding Corporation. *

4.20  Partnership  Guarantors Security Agreement and Assignment  of
      Rights,  dated as of July 21, 1995, by CEOC and VPC in  favor
      of  Chemical  Trust  Company of California  (incorporated  by
      reference to Exhibit 4.20 to the Funding Corporation Form  S-
      4).
<PAGE>
4.21  Stock  Pledge  Agreement (Pledge of Stock of  CEOC  by  Magma
      Power Company and the Funding Corporation), dated as of  July
      21,  1995, by Magma Power Company and Funding Corporation  in
      favor  of  Chemical Trust Company of California (incorporated
      by  reference to Exhibit 4.21 to the Funding Corporation Form
      S-4).

4.22  Stock  Pledge  Agreement (Pledge of Stock  of  VPC  by  Magma
      Power Company and the Funding Corporation), dated as of  July
      21,  1995, by Magma Power Company and the Funding Corporation
      in   favor   of   Chemical   Trust  Company   of   California
      (incorporated  by reference to Exhibit 4.22  to  the  Funding
      Corporation Form S-4).

4.23  Royalty   Guarantor  Credit  Agreement,  among  the   Royalty
      Guarantor and the Funding Corporation, dated as of  July  21,
      1995  (incorporated  by  reference to  Exhibit  4.23  to  the
      Funding Corporation Form S-4).

4.24  Royalty  Project  Note, dated as of July  21,  1995,  by  the
      Royalty   Guarantor  in  favor  of  the  Funding  Corporation
      (incorporated  by reference to Exhibit 4.24  to  the  Funding
      Corporation Form S-4).

4.25  Royalty Security Agreement and Assignment of Revenues,  dated
      as  of  July 21, 1995, by the Royalty Guarantor in  favor  of
      Chemical   Trust  Company  of  California  (incorporated   by
      reference to Exhibit 4.25 to the Funding Corporation Form  S-
      4).

4.26  Royalty  Deed  of Trust, dated as of July 21,  1995,  by  the
      Royalty  Guarantor to Chicago Title Company for the  use  and
      benefit    of    Chemical   Trust   Company   of   California
      (incorporated  by reference to Exhibit 4.26  to  the  Funding
      Corporation Form S-4).

4.27  Stock  Pledge Agreement (Pledge of Stock of Royalty Guarantor
      by  Magma  Power Company and the Funding Corporation),  dated
      as  of  July 21, 1995, by Magma Power Company and the Funding
      Corporation in favor of Chemical Trust Company of  California
      (incorporated  by reference to Exhibit 4.27  to  the  Funding
      Corporation Form S-4).

4.28  Collateral  Assignment  of the Imperial  Irrigation  District
      Agreements,  dated  as of July 21, 1995, by  SSBP,  SSPG  and
      Fish  Lake  in favor of Chemical Trust Company of  California
      (incorporated  by reference to Exhibit 4.28  to  the  Funding
      Corporation Form S-4).

4.29  Collateral  Assignments  of Certain  Salton  Sea  Agreements,
      dated  as  of July 21, 1995, by SSBP, SSPG and Fish  Lake  in
      favor  of  Chemical Trust Company of California (incorporated
      by  reference to Exhibit 4.29 to the Funding Corporation Form
      S-4).

4.30  Debt  Service  Reserve Letter of Credit by Credit  Suisse  in
      favor  of  Chemical Trust Company of California (incorporated
      by  reference to Exhibit 4.30 to the Funding Corporation Form
      S-4).

4.31  Partnership  Project Note, dated July 21, 1995,  by  VPC  and
      CEOC in favor of the Funding Corporation.

4.31(a)    Partnership  Project  Note (SSI),  dated  October  13,
      1998, by VPC and CEOC in favor of the Funding Corporation. *

4.31(b)    Partnership  Project Note (SSII),  dated  October  13,
      1998, by VPC and CEOC in favor of the Funding Corporation. *

4.31(c)    Partnership  Project Note (SSIII), dated  October  13,
      1998, by VPC and CEOC in favor of the Funding Corporation. *

4.32  Collateral Assignment of the Imperial Irrigation  District
      Agreements,  dated as of June 20, 1996, by Vulcan,  Elmore,
      Leathers, VPC and Del Ranch in favor of Chemical Trust Company of
<PAGE>      
      California (incorporated by reference to Exhibit  4.29  to  the
      Funding Corporation II Form S-4).

4.33   Collateral Assignments of Certain Partnership  Agreements,
       dated  as  of June 20, 1996, by Vulcan Elmore, Leathers  and
       Del  Ranch  in  favor  of  Chemical Trust Company  of  California
       (incorporated  by   reference  to Exhibit  4.31  to  the  Funding
       Corporation II Form S-4).

4.34   Debt Service Reserve Letter of Credit by Credit Suisse  in
       favor  of Chemical Trust Company of  California (incorporated  by
       reference to Exhibit 4.32 to the Funding Corporation II  Form  S-4).

4.35   Partnership  Project Note, dated June  20,  1996,  by  the
       Partnership Guarantors in favor of the    Funding Corporation  in
       the principal amount of $54,956,000 (incorporated by reference to
       Exhibit 4.33 to the Funding Corporation II Form S-4).

4.36   Partnership  Project Note, dated June  20,  1996,  by  the
       Partnership Guarantors in favor of the    Funding Corporation  in
       the principal amount of $135,000,000 (incorporated by  reference
       to Exhibit  4.34 to the Funding Corporation II Form S-4).

4.37   Deed  of  Trust, dated as of June 20, 1996, by  Vulcan  to
       Chicago Title Company for the use and benefit of Chemical Trust
       Company of California (incorporated by reference to Exhibit 4.35
       to the Funding Corporation II Form S-4).

4.37(a)    First  Amendment to Deed of Trust, dated  October  13,
      1998  by  Vulcan  to Chicago Title Company for  the  use  and
      benefit of Chemical Trust Company of California. *

4.38  Deed  of  Trust, dated as of June 20, 1996, by  Elmore  to
      Chicago  Title  Company for the use and benefit of Chemical
      Trust Company of California (incorporated by reference to Exhibit
      4.36 to the Funding Corporation II Form S-4).

4.38(a)    First  Amendment to Deed of Trust, dated  October  13,
      1998,  by  Elmore to Chicago Title Company for  the  use  and
      benefit of Chemical Trust Company of California. *

4.39  Deed  of Trust, dated as of June 20, 1996, by Leathers  to
      Chicago  Title  Company for the use and benefit  of  Chemical
      Trust Company of California (incorporated by reference to Exhibit
      4.37 to the Funding Corporation II Form S-4).

4.39(a)    First  Amendment to Deed of Trust, dated  October  13,
      1998,  by Leathers to Chicago Title Company for the  use  and
      benefit of Chemical Trust Company of California. *

4.40  Deed of Trust, dated as of June 20, 1996, by Del Ranch  to
      Chicago  Title  Company for the use and benefit of Chemical
      Trust Company of California (incorporated by reference to Exhibit
      4.38 to the Funding Corporation II Form S-4).

4.40(a)    First  Amendment to Deed of Trust, dated  October  13,
      1998,  by Del Ranch to Chicago Title Company for the use  and
      benefit of Chemical Trust Company of California. *

4.41  Stock Pledge Agreement, Dated as of June 20, 1996, by CEOC,
      pledging  the  stock of Conejo, Niguel and  San  Felipe  in
      favor of Chemical Trust Company of California for the benefit  of
      the Secured  Parties and the Funding Corporation (incorporated
      by reference to Exhibit 4.39 to the Funding Corporation II Form S-4).

4.42  Stock Pledge Agreement, dated as of June 20, 1996, by VPC,
      pledging the stock of BNG in favor of Chemical Trust  Company
      of  California  for the benefit of the Secured  Parties  and  the
      Funding Corporation (incorporated by reference  to  Exhibit
      4.40 to the Funding Corporation II Form S-4).

4.43  Partnership Interest Pledge Agreement, dated as of June 20,
<PAGE>
      1996,  by  VPC  and BNG, pledging the  partnership  interests  in
      Vulcan  in favor of Chemical Trust Company of California for  the
      benefit of the Secured Parties and the Funding  Corporation
      (incorporated  by reference to Exhibit 4.41  to  the Funding
      Corporation II Form S-4).

4.44  Partnership Interest Pledge Agreement, dated as of  June
      20,  1996,  by  Magma,  CEOC and each of  Conejo,  Niguel,  San
      Felipe, respectively, pledging the partnership interests in Del
      Ranch,  Elmore and Leathers, respectively, in favor of Chemical
      Trust Company of California for the benefit of the Secured
      Parties and the Funding Corporation (incorporated by reference to
      Exhibit 4.42 to the Funding Corporation II Form S-4).

4.45  Agreement regarding Security Documents, dated as  of  June
      20, 1996, by and among the Initial  Guarantors, Magma, SSPC, the
      Funding  Corporation  and Chemical Trust  Company  of  California
      (incorporated  by  reference  to  Exhibit  4.43  to  the  Funding
      Corporation II Form S-4).

10.1(a)     Salton  Sea  Deed  of  Trust,  Assignment  of  Rents,
      Security  Agreement and Fixture Filing, dated as of July  21,
      1995,  by  SSBP, SSPG and Fish Lake to Chicago Title  Company
      for  the  use  and  benefit  of  Chemical  Trust  Company  of
      California (incorporated by reference to Exhibit 10.1 to  the
      Funding Corporation Form S-4) .

10.1(b)     First  Amendment  to  Salton  Sea  Deed  of   Trust,
      Assignment  of  Rents, Security Agreement and  Fixed Filing,
      dated as of June 20, 1996, by SSBP, SSPG and Fish Lake to Chicago
      Title Company for the   use and benefit of Chemical Trust Company
      of California (incorporated by reference to Exhibit   10.2 to the
      Funding Corporation II Form S-4).

10.1(c)     Second  Amendment  to  Salton  Sea  Deed  of   Trust,
      Assignment  of  Rents, Security Agreement and  Fixed  Filing,
      dated as of October 13, 1998, by SSBP, SSPG and Fish Lake  to
      Chicago  Title  Company for the use and benefit  of  Chemical
      Trust Company of California. *

10.2  Collateral  Assignment of Southern California Edison  Company
      Agreements, dated as of July 21, 1995, by SSPG and Fish  Lake
      in   favor   of   Chemical   Trust  Company   of   California
      (incorporated  by reference to Exhibit 10.2  to  the  Funding
      Corporation Form S-4).

10.3  Contract  for  the Purchase and Sale of Electric  Power  from
      the  Salton Sea Geothermal Facility, dated May 9,  1987  (the
      "Unit   1   Power  Purchase  Agreement"),  between   Southern
      California   Edison   Company   and   Earth   Energy,    Inc.
      (incorporated  by reference to Exhibit 10.3  to  the  Funding
      Corporation Form S-4).

10.4  Amendment  No.  1  to  the Unit 1 Power  Purchase  Agreement,
      dated  as  of  March  30, 1993, between  Southern  California
      Edison  Company  and  Earth  Energy,  Inc.  (incorporated  by
      reference to Exhibit 10.4 to the Funding Corporation Form  S-
      4).

10.5  Amendment  No.  2  to Unit 1 Power Purchase Agreement,  dated
      November   29,  1994,  between  Southern  California   Edison
      Company  and SSPG (incorporated by reference to Exhibit  10.5
      to the Funding Corporation Form S-4).

10.6  Contract  for the Purchase and Sale of Electric Power,  dated
      April  16,  1985  (the  "Unit 2 Power  Purchase  Agreement"),
      between  Southern California Edison Company and  Westmoreland
      Geothermal  Associates (incorporated by reference to  Exhibit
      10.6 to the Funding Corporation Form S-4).

10.7  Amendment No. 1 to Unit 2 Power Purchase Agreement, dated  as
      of  December  18,  1987, between Southern  California  Edison
      Company and Earth Energy, Inc. (incorporated by reference  to
      Exhibit 10.7 to the Funding Corporation Form S-4).

10.8  Power  Purchase Contract, dated April 16, 1985 (the  "Unit  3
<PAGE>
      Power   Purchase  Agreement"),  between  Southern  California
      Edison   Company   and  Union  Oil  Company   of   California
      (incorporated  by reference to Exhibit 10.8  to  the  Funding
      Corporation Form S-4).

10.9  Power   Purchase   Contract  (the  "Unit  4  Power   Purchase
      Agreement"),  dated  November  29,  1994,  between   Southern
      California  Edison Company, SSPG and Fish Lake  (incorporated
      by  reference to Exhibit 10.9 to the Funding Corporation Form
      S-4).

10.10 Plant Connection Agreement (Unit 2), dated October  3,
      1989,  between  the  Imperial Irrigation District  and  Earth
      Energy,  Inc. (incorporated by reference to Exhibit 10.10  to
      the Funding Corporation Form S-4).

10.11 Plant Connection Agreement, dated August 2, 1988 (Unit
      3),  between  the  Imperial Irrigation  District  and  Desert
      Power Company (incorporated by reference to Exhibit 10.11  to
      the Funding Corporation Form S-4).

10.12 Imperial  Irrigation District Funding and Construction
      Agreements as amended (Units 2 and 3), dated as of  June  29,
      1987,  among the Imperial Irrigation District, Earth  Energy,
      Inc.,  Chevron  Geothermal Company of  California,  Geo  East
      Mesa  No. 3, Inc., Magma Power Company, Desert Power Company,
      Geo  East Mesa No. 2, Inc., Heber Geothermal Company,  Ormesa
      Geothermal, Ormesa Geothermal II, Vulcan/BN Geothermal  Power
      Company,  Union  Oil Company of California, Del  Ranch  L.P.,
      Elmore   L.P.,   Leathers  L.P.,  Geo   East   Mesa   Limited
      Partnership  and Imperial Resource Recovery Associates,  L.P.
      (incorporated  by reference to Exhibit 10.12 to  the  Funding
      Corporation Form S-4).

10.13 Transmission Service Agreement, dated as of October 3,
      1989  (Unit 2), between the Imperial Irrigation District  and
      Earth  Energy,  Inc.  (incorporated by reference  to  Exhibit
      10.13 to the Funding Corporation Form S-4).

10.14 Transmission Service Agreement, dated as of August  2,
      1988  (Unit 3), between the Imperial Irrigation District  and
      Desert  Power Company (incorporated by reference  to  Exhibit
      10.14 to the Funding Corporation Form S-4).

10.15 Plant Connection Agreement (Unit 4), dated as of  July
      14,  1995,  by and between the Imperial Irrigation  District,
      SSPG  and  Fish  Lake (incorporated by reference  to  Exhibit
      10.15 to the Funding Corporation Form S-4).

10.16 Letter  Agreement,  dated February  2,  1995,  between
      Magma  Power  Company  and the Imperial  Irrigation  District
      (incorporated  by reference to Exhibit 10.16 to  the  Funding
      Corporation Form S-4).

10.17 Transmission Service Agreement (Unit 4), dated  as  of
      July  14,  1995,  by  and  between  the  Imperial  Irrigation
      District,  SSPG and Fish Lake (incorporated by  reference  to
      Exhibit 10.17 to the Funding Corporation Form S-4).

10.18 Transmission  Line  Construction Agreement  (Unit  4),
      dated   July   14,  1995,  between  the  Imperial  Irrigation
      District,  SSPG and Fish Lake (incorporated by  reference  to
      Exhibit 10.18 to the Funding Corporation Form S-4).

10.19 Funding  Agreement,  dated June  15,  1988  (Unit  2),
      between  Southern California Edison Company and Earth Energy,
      Inc.  (incorporated  by reference to  Exhibit  10.19  to  the
      Funding Corporation Form S-4).

10.20 Second  Amended  and Restated Administrative  Services
      Agreement,  by  and  among CEOC, SSBP, SSPG  and  Fish  Lake,
      dated  as  of  July 15, 1995 (incorporated  by  reference  to
      Exhibit 10.20 to the Funding Corporation Form S-4).
<PAGE>
10.21 Second  Amended and Restated Operating and Maintenance
    Agreement,  dated  as of July 15, 1995, by  and  among  Magma
    Power  Company,  SSBP,  SSPG and Fish Lake  (incorporated  by
    reference to Exhibit 10.21 to the Funding Corporation Form S-
    4).

10.22 Intentionally Omitted.

10.23 Collateral Assignment of Southern California Edison Company
    Agreements,  dated  as of June 20,    1996,  by  Vulcan,  Elmore,
    Leathers  and  Del  Ranch in favor of Chemical Trust  Company  of
    California   (incorporated by reference to Exhibit 10.23  to  the
    Funding Corporation II Form S-4).

10.24  Administrative Services Agreement, dated as  of  June  17,
    1996, between CEOC and Vulcan (incorporated by reference to
    Exhibit 10.24 to the Funding Corporation II Form S-4).

10.25 Amended and Restated Construction, Operating and Accounting
    Agreement, dated as of June 17, 1996, between VPC and  Vulcan
    (incorporated  by  reference  to Exhibit  10.25  to  the  Funding
    Corporation II Form S-4).

10.26 Long Term Power Purchase Contract, dated March  1,
    1984,  as  amended, between SCE and Vulcan,   as  successor  to
    Magma  Electric Company (incorporated by reference  to  Exhibit
    10.26 to the Funding Corporation II Form S-4).

10.27  Transmission Service Agreement, dated  December  1,  1988,
    between  VPC and IID (incorporated by reference  to  Exhibit
    10.27 to the Funding Corporation II Form S-4).

10.28  Plant Connection Agreement, dated as of December 1,  1988,
    between  VPC and IID (incorporated by reference  to  Exhibit
    10.28 to the Funding Corporation II Form S-4).

10.29  Amended  and  Restated  Administrative   Services
    Agreement,  dated  as of June 17, 1996  between       CEOC  and
    Elmore (incorporated by reference to Exhibit 10.29 to the Funding
    Corporation II Form
    S-4).

10.30  Amended and Restated Operating and Maintenance  Agreement,
    dated   as   of  June  17,  1996, between  CEOC  and   Elmore
    (incorporated  by  reference  to Exhibit  10.30  to  the  Funding
    Corporation II    Form S-4).

10.31 Long Term Power Purchase Contract, dated June 15, 1984,  as
    amended,  between  SCE  and  Elmore, as  successor  to  Magma
    Electric  Company (incorporated by reference to Exhibit 10.31  to
    the Funding Corporation II Form S-4).

10.32 Transmission Service Agreement, dated as of August 2, 1988,
    as amended, between Elmore and IID  (incorporated by reference to
    Exhibit 10.32 to the Funding Corporation II Form S-4).

10.33 Plant  Connection Agreement, dated as of August  2,  1988,
    between  Elmore and IID (incorporated by   reference  to  Exhibit
    10.33  to the Funding Corporation II Form S-4).

10.34  Amended  and  Restated Administrative Services  Agreement,
    dated   as   of  June  17,  1996,  between   CEOC  and   Leathers
    (incorporated  by  reference  to Exhibit  10.34  to  the  Funding
    Corporation II Form S-4).

10.35  Amended and Restated Operating and Maintenance  Agreement,
    dated   as  of  June  17,  1996, between  CEOC  and  Leathers
    (incorporated  by  reference  to Exhibit  10.35  to  the  Funding
    Corporation II Form S-4).

10.36  Long Term Power Purchase Contract, dated August 16,  1985,
    as  amended, between SCE and   Leathers, as successor to Imperial
    Energy Corporation (incorporated by reference to Exhibit 10.36 to
<PAGE>
    the Funding Corporation II Form S-4).

10.37  Transmission  Service  Agreement,  dated  as   of
    October 3, 1989, as amended, between Leathers and
    IID  (incorporated  by reference to  Exhibit  10.37  to  the
    Funding Corporation II Form S-4).

10.38  Plant Connection Agreement, dated as of October  3,
    1989,  between Leathers and IID (incorporated by reference
    to Exhibit 10.38 to the Funding Corporation II Form S-4).

10.39  Amended  and  Restated Administrative Services  Agreement,
    dated   as  of  June  17,  1996,  between   CEOC  and  Del  Ranch
    (incorporated  by  reference  to Exhibit  10.39  to  the  Funding
    Corporation II Form S-4).

10.40  Amended and Restated Operating and Maintenance  Agreement,
    dated  as  of  June  17, 1996, between  CEOC  and  Del  Ranch
    (incorporated  by  reference  to Exhibit  10.40  to  the  Funding
    Corporation II Form S-4).

10.41 Long Term Power Purchase Contract, dated February 22, 1984,
    as  amended, between SCE and Del Ranch, as successor to Magma
    (incorporated  by  reference  to Exhibit  10.41  to  the  Funding
    Corporation II Form S-4).

10.42 Transmission Service Agreement, dated as of August 2, 1988,
    as   amended,  between  Del  Ranch  and IID  (incorporated  by
    reference to Exhibit 10.42 to the Funding Corporation II Form  S-4).

10.43  Plant  Connection Agreement, dated as of August  2,  1988,
    between Del Ranch and IID (incorporated   by reference to Exhibit
    10.43 to the Funding Corporation II Form S-4).

10.44 Funding Agreement, dated May 18, 1990, between SCE and  Del
    Ranch  (incorporated  by reference to  Exhibit  10.44  to  the
    Funding Corporation II Form S-4).

10.45  Funding  Agreement, dated May 18, 1990,  between  SCE  and
    Elmore  (incorporated by reference to Exhibit 10.45  to  the
    Funding Corporation II Form S-4).

10.46  Funding  Agreement, dated June 15, 1990, between  SCE  and
    Leathers  (incorporated by reference to    Exhibit 10.46  to  the
    Funding Corporation II Form S-4).

10.47  Funding  Agreement, dated May 18, 1990,  between  SCE  and
    Leathers  (incorporated by reference to    Exhibit 10.47  to  the
    Funding Corporation II Form S-4).

10.48  Funding  Agreement, dated May 18, 1990,  between  SCE  and
    Vulcan  (incorporated by reference to Exhibit 10.48  to  the
    Funding Corporation II Form S-4).

24. Power of Attorney

27. Financial Data Schedule.

* Denotes documents to be filed with an amendment to this Form 10-K.