SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                      For the quarter ended March 31, 2000

                          Commission File No. 333-89521

                               CE Generation, LLC.

             (Exact name of registrant as specified in its charter)

             Delaware                                          47-0818523
         -----------------                                  -------------
         (State or other jurisdiction of                    (I.R.S. Employer
         Incorporation or organization)                     Identification No.)

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

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

         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 _____

         The members equity accounts are held 50% by MidAmerican Energy Holdings
Company and 50% by El Paso CE Generation Holding Company as of April 30, 2000.

<PAGE>

                                TABLE OF CONTENTS

Part I ........................................................................1
  Financial Statements.........................................................1
  Management's Discussions and Analysis of Financial Condition and
        Results of Operations..................................................7

Part II.......................................................................13
  Item 1.    Legal Proceedings................................................13
  Item 2.    Changes in Securities and Use of Proceeds........................13
  Item 3.    Defaults on Senior Securities ...................................13
  Item 4.    Submission of matters to a vote of Security Holders..............13
  Item 5.    Other Information ...............................................13
  Item 6.    Exhibits and reports on Form 8-K.................................13

Signatures....................................................................14

Exhibit Index ................................................................15

<PAGE>

                         INDEPENDENT ACCOUNTANTS' REPORT

Board of Directors
CE Generation, LLC

        We have  reviewed the  accompanying  consolidated  balance  sheet of CE
Generation,  LLC  (the  "Company")  as  of  March  31,  2000,  and  the  related
consolidated  statements of operations and cash flows for the three months ended
March 31, 2000 and 1999. These financial  statements are the  responsibility  of
the Company's management.

        We conducted our review in accordance with standards established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial data and of making inquiries of persons  responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing  standards  generally  accepted in the United States of
America,  the objective of which is the  expression of an opinion  regarding the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

        Based  on our review,  we are not aware of any  material  modifications
that should be made to such  financial  statements  for them to be in conformity
with accounting principles generally accepted in the United States of America.

        We  have  previously  audited,  in accordance  with generally  accepted
auditing standards, the consolidated balance sheets of CE Generation,  LLC as of
December 31, 1999, and the related statements of operations, members' equity and
cash  flows for the year then ended (not  presented  herein);  and in our report
dated January 25, 2000 we expressed an unqualified opinion on those consolidated
financial  statements.  In  our  opinion,  the  information  set  forth  in  the
accompanying  consolidated  balance  sheet as of  December  31,  1999 is  fairly
stated, in all material respects,  in relation to the consolidated balance sheet
from which it has been derived.

DELOITTE & TOUCHE LLP
Omaha, Nebraska
April 21, 2000

<PAGE>
<TABLE>
                       CE GENERATION, LLC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in Thousands)
<CAPTION>
                                                                        March 31,            December 31,
                                                                         2000                     1999
                                                                    ---------------         --------------
                                                                                             (unaudited)
 ASSETS
<S>                                                             <C>                       <C>
 Cash and cash equivalents                                      $         55,427          $         29,120
 Restricted cash                                                          13,139                     6,776
 Accounts receivable                                                      39,434                    40,688
 Prepaid expenses and other assets                                        46,687                    30,195
 Due from affiliates                                                       3,828                     3,794
 Deferred income taxes                                                     9,256                     9,256
                                                                ----------------          ----------------
 Total current assets                                                    167,771                   119,829

 Restricted cash                                                          21,596                    25,836
 Properties, plants, contracts and equipment, net                      1,370,523                 1,017,342
 Equity investments                                                          ---                   118,637
 Excess of cost over fair value of net assets acquired,
   net                                                                   283,490                   285,888
 Note receivable from related party                                      140,520                   140,520
 Deferred financing charges and other assets                              17,275                    17,359
                                                                ----------------          ----------------
 Total assets                                                   $      2,001,175          $      1,725,411
                                                                ================          ================

 LIABILITIES AND EQUITY
 Liabilities:
 Accounts payable and other accrued liabilities                 $         65,809          $         41,314
 Current portion of long term debt                                        62,570                    51,520
                                                                ----------------          ----------------
 Total current liabilities                                               128,379                    92,834

 Project loan                                                            223,436                    60,173
 Salton Sea notes and bonds                                              543,948                   543,948
 Senior secured bonds                                                    389,600                   389,600
 Deferred income taxes                                                   246,674                   246,576
                                                                ----------------          ----------------
 Total liabilities                                                     1,532,037                 1,333,131
 Minority interest                                                        74,892                       ---
 Commitments and contingencies (Note 3)
 Members equity                                                          394,246                   392,280
                                                                ----------------          ----------------

 Total liabilities and equity                                   $      2,001,175          $      1,725,411
                                                                ================          ================
</TABLE>
   The accompanying notes are an integral part of these financial statements.


<PAGE>

                       CE GENERATION, LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Amounts in Thousands)
                                   (Unaudited)

                                                          Three Months Ended
                                                                March 31,

                                                        2000              1999
                                                        ----              ----

 Revenue:

 Sales of electricity and steam                 $      91,977     $      68,661

 Equity earnings in subsidiaries                          ---             6,202

 Interest and other income                              2,493             8,102
                                                -------------     -------------

 Total revenues                                        94,470            82,965



 Cost and Expenses:

 Plant operations                                      47,619            26,797

 General and administrative                               977             1,099

 Depreciation and amortization                         19,375            14,452

 Interest expense                                      22,395            18,504

 Less interest capitalized                             (2,351)             (400)
                                                -------------     -------------

 Total expenses                                        88,015            60,452
                                                -------------     -------------



 Income before provision for income taxes               6,455            22,513

 Provision for income taxes                               388             7,886
                                                -------------     -------------

 Income before minority interest and extraordinary item 6,067            14,627

 Minority interest                                      4,101               ---
                                                -------------     -------------

 Income before extraordinary item                       1,966            14,627

 Extraordinary item, net of tax                           ---           (17,478)
                                                -------------     --------------

 Net income (loss)                              $       1,966     $      (2,851)
                                                =============      =============



   The accompanying notes are an integral part of these financial statements.


<PAGE>
<TABLE>
                       CE GENERATION, LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
<CAPTION>
                                                                   Three Months Ended
                                                                         March 31,
                                                                  2000              1999
                                                                  ----              ----
 Cash flows from operating activities:
<S>                                                      <C>               <C>
 Net income (loss)                                       $       1,966     $      (2,851)
 Adjustments to reconcile to cash flows from
     operating activities:
 Extraordinary item, net of tax                                    ---            17,478
 Depreciation and amortization                                  19,375            14,452
 Provision for deferred income taxes                                98             2,791
 Distribution from equity investments in excess of
     equity earnings                                               ---             2,340
 Distributions to minority interest in excess of income         (1,615)              ---
 Changes in other items:
 Accounts receivable                                            16,353            22,246
 Due from affiliates                                            (2,268)           (7,065)
 Accounts payable and other accrued liabilities                 15,302            16,610
 Other assets                                                  (10,180)           19,908
                                                         --------------    -------------

 Net cash flows from operating activities                       39,031            85,911

 Cash flows from investing activities:

 Capital expenditures                                          (20,823)          (52,670)
 Consolidation of equity investment's cash                       2,559               ---
 Decrease (increase) in restricted cash                         11,718           (25,224)
                                                         -------------     --------------

 Net cash flows from investing activities                       (6,546)          (77,894)

 Cash flows from financing activities:

 Proceeds from Senior Secured bonds                                ---           400,000
 Repayment of note payable to related party                        ---          (269,300)
 Repayment of project loans                                     (6,784)           (3,567)
 Distributions to MEHC, net of advances                            ---          (122,080)
 Decrease in restricted cash                                       606            21,096
                                                         -------------     -------------

 Net cash flows from financing activities                       (6,178)           26,149
                                                         --------------    -------------

 Net increase in cash and cash equivalents                      26,307            34,166
 Cash and cash equivalents at beginning of period               29,120            25,774
                                                         -------------     -------------

 Cash and cash equivalents at end of period              $      55,427     $      59,940
                                                         =============     =============
 Supplemental disclosure:
 Interest paid                                           $       6,079     $       9,425
                                                         =============     =============
 Income taxes paid                                       $          46     $         505
                                                         =============     =============
</TABLE>

See  note  2  regarding   conversion  of  Saranac  from  equity   investment  to
consolidated subsidiary.

   The accompanying notes are an integral part of these financial statements.


<PAGE>

                       CE GENERATION, LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. General:

         In the opinion of the management of CE Generation, LLC the accompanying
unaudited consolidated financial statements contain all adjustments  (consisting
only of normal  recurring  accruals)  necessary to present  fairly the financial
position as of March 31, 2000 and the results of  operations  and cash flows for
the three months ended March 31, 2000 and 1999.  The results of  operations  for
the three months ended March 31, 2000 and 1999 are not necessarily indicative of
the results to be expected for the full year.

         The  unaudited   combined   financial   statements  shall  be  read  in
conjunction  with the  financial  statements  included in CE  Generation,  LLC's
annual report on Form 10-K for the year ended December 31, 1999.

2. Equity Investment in Saranac:

         CE  Generation  indirectly  holds  noncontrolling  general  and limited
partnership  interests in Saranac Power  Partners,  L.P.  ("Saranac")  which was
formed to build,  own and operate natural gas fired combined cycle  cogeneration
facilities.  Under the Saranac partnership agreement,  the economic interests of
the partners flip after certain limited  partners achieve fixed rates of return.
In January 2000, TPC Saranac, a limited partner, achieved an after tax return of
8.35%.  Following this  achievement,  CE Generation's  economic  interest in the
partnership is approximately  64%.  Effective  January 2000, the Saranac Project
investment  is  no  longer  reported  as  an  equity  investment  but  is  fully
consolidated into CE Generation  financial results.  The following is summarized
financial information for Saranac as of December 31, 1999:

Cash and investments                    $2,559
Restricted cash                          7,223
Accounts receivable                     15,099
Property, plant and equipment, net     349,105
Other assets                            13,683

Current liabilities                      9,022
Project loans                          181,108
Due to affiliates                        2,223
Total equity                           195,316

         CE Generation  will have an  approximate  80% economic  interest in the
partnership  after General  Electric  Capital  Company,  another Saranac limited
partner, achieves an after tax return of approximately 7.252%.

3. Commitments and Contingencies

         On  February  14,  1995,  NYSEG  filed with the FERC a  Petition  for a
Declaratory  Order,  Complaint,  and Request for  Modification of Rates in Power
Purchase  Agreements Imposed Pursuant to the Public Utility Regulatory  Policies
Act of 1978  ("Petition")  seeking FERC (i) to declare that the rates NYSEG pays
under  the  Saranac  PPA,  which was  approved  by the New York  Public  Service
Commission  (the "PSC"),  were in excess of the level  permitted under PURPA and
(ii) to  authorize  the PSC to reform the Saranac  PPA. On March 14,  1995,  the
Saranac Partnership  intervened in opposition to the Petition  asserting,  inter
alia,  that the Saranac PPA fully  complied with PURPA,  that NYSEG's action was
untimely and that the FERC lacked  authority to modify the Saranac PPA. On April
12, 1995,  the FERC by a unanimous  (5-0)  decision  issued an order denying the
various forms of relief  requested by NYSEG and finding that the rates  required
under the Saranac PPA were consistent with PURPA and the FERC's regulations.  On
May 11, 1995,  NYSEG requested  rehearing of the order and, by order issued July
19, 1995, the FERC unanimously  (5-0) denied NYSEG's request.  On June 14, 1995,
NYSEG petitioned the United States Court of Appeals for the District of Columbia
Circuit (the "Court of Appeals") for review of FERC's April 12, 1995 order. FERC
moved to dismiss  NYSEG's  petition for review on July 28, 1995.  On October 30,
1996,  all  parties  filed  final  briefs  and the Court of  Appeals  heard oral
arguments on December 2, 1996. On July 11, 1997, the Court of Appeals  dismissed
NYSEG's appeal from FERC's denial of the petition on jurisdictional grounds.

         On August 7, 1997,  NYSEG filed a complaint in the U.S.  District Court
for the  Northern  District  of New  York  against  the  FERC,  the PSC (and the
Chairman,  Deputy  Chairman and the  Commissioners  of the PSC as individuals in
their  official   capacity),   the  Saranac   Partnership  and  Lockport  Energy
Associates,  L.P.  ("Lockport")  concerning the power purchase  agreements  that
NYSEG entered into with Saranac Partners and Lockport. NYSEG's suit asserts that
the PSC and the FERC  improperly  implemented  PURPA in authorizing  the pricing
terms that  NYSEG,  the  Saranac  Partnership  and  Lockport  agreed to in those

<PAGE>

contracts.  The action raises  similar legal  arguments to those rejected by the
FERC in its April and July 1995 orders.  NYSEG in addition asks for  retroactive
reformation of the contracts as of the date of commercial  operation and seeks a
refund of $281 million from the Saranac Partnership. The Saranac Partnership and
other parties have filed motions to dismiss and oral  arguments on those motions
were heard on March 2, 1998 and again on March 3, 1999. The Saranac  Partnership
believes that NYSEG's claims are without merit for the same reasons described in
the FERC's orders.

         In February 1998, Del Ranch and Elmore  ("plaintiffs")  filed an action
for  breach of  contract,  fraud and  unlawful  discrimination  relating  to the
long-term  contracts  between  plaintiffs  and Edison for  purchase  and sale of
geothermal power.  Among other claims,  plaintiffs contend that Edison failed to
pay the correct  "forecast"  price for energy  purchased from plaintiffs  during
1998.  Plaintiffs seek  compensatory  damages of about $6 million and additional
punitive damages.  Edison's demurrer to the frauds claim was recently  overruled
by the Superior Court. In September 1999, the plaintiffs settled with Edison for
approximately  $3.7 million including  accrued interest,  subject to approval by
the California Public Utilities Commission.

         CE Generation's  geothermal and cogeneration  facilities are qualifying
facilities under the Public Utility Regulatory  Policies Act of 1978 (PURPA) and
their  contracts for the sale of electricity  are subject to  regulations  under
PURPA.  In order to promote open  competition in the industry,  legislation  has
been proposed in the U.S.  Congress that calls for either a repeal of PURPA on a
prospective basis or the significant  restructuring of the regulations governing
the  electric  industry,  including  sections of the Public  Utility  Regulatory
Policies Act. Current federal legislative  proposals would not abrogate,  amend,
or modify existing  contracts with electric  utilities.  The ultimate outcome of
any proposed legislation is unknown at this time.

4. Subsequent Event:

         On April 11, 2000, Yuma Cogeneration  Associates  ("YCA") and San Diego
Gas and Electric Company ("SDG&E") entered into a termination  agreement for the
termination  of the Standard  Offer No. 2 Power  Purchase  with a Firm  Capacity
Qualifying  Facility  ("YCA  PPA"),  subject to the  approval of the  California
Public Utilities Commission ("CPUC"). If CPUC approval is received, an affiliate
of El Paso Energy Corporation ("El Paso") has agreed to purchase the Project.

<PAGE>

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

         The following is  management's  discussion  and analysis of significant
factors  which  have  affected  CE  Generation,  LLC  ("CE  Generation"  or  the
"Company")  financial  condition  and results of  operations  during the periods
included in the  accompanying  statements of  operations.  The Company's  actual
results in the future could differ significantly from the historical results.

Recent Events

         Effective  January  2000,  CE  Generation's  economic  ownership in the
Saranac Project increased to approximately  64%. This increase resulted from TPC
Saranac  achieving an after tax return of 8.35%.  This  achievement  resulted in
lower cash flows to TPC Saranac and higher cash flows to CE  Generation.  Due to
the  increased  ownership,  the  project  is  now  fully  consolidated  into  CE
Generation's results of operations.  The project was previously accounted for as
an equity investment.

Business

         MidAmerican completed a strategic restructuring in conjunction with its
acquisition of MHC Inc. (formerly  MidAmerican Energy Holdings Company) in which
MidAmerican's  common stock interests in Magma Power Company  ("Magma"),  Falcon
Seaboard  Resources,  Inc. ("FSRI") and CalEnergy  Development Company ("CEDC"),
and their subsidiaries  (which own the geothermal and natural gas-fired combined
cycle cogeneration  facilities described below), were contributed by MidAmerican
to CE Generation. This restructuring was completed in February 1999.

         The  consolidated   financial   statements   reflect  the  consolidated
financial   statements  of  Magma  and  subsidiaries   (excluding   wholly-owned
subsidiaries   retained  by   MidAmerican),   FSRI  and  subsidiaries  and  Yuma
Cogeneration   Associates   ("YCA"),   each  a  wholly-owned   subsidiary.   The
consolidated  financial  statements present CE Generation's  financial position,
results of operations  and cash flows as if CE Generation  were a separate legal
entity for all periods presented.  The basis in assets and liabilities have been
carried  over from  MidAmerican.  All  material  intercompany  transactions  and
balances have been eliminated in consolidation.

         The  following  table sets out  information  concerning  CE  Generation
Projects:

PROJECT              FUEL             COMMERCIAL       CAPACITY       LOCATION
                                       OPERATION

Vulcan               Geothermal       1986             34 MW          California
Del Ranch            Geothermal       1989             38 MW          California
Elmore               Geothermal       1989             38 MW          California
Leathers             Geothermal       1990             38 MW          California
CE Turbo             Geothermal       2000(1)          10 MW          California
Salton Sea I         Geothermal       1987             10 MW          California
Salton Sea II        Geothermal       1990             20 MW          California
Salton Sea III       Geothermal       1989             49.8 MW        California
Salton Sea IV        Geothermal       1996             39.6 MW        California
Salton Sea V         Geothermal       2000(1)          49 MW          California
Power Resources      Gas              1988             200 MW         Texas
Yuma                 Gas              1994             50 MW          Arizona
Saranac              Gas              1994             240 MW         New York
<PAGE>

         (1) The CE Turbo and Salton Sea V Project  are under  construction  and
are expected to commence commercial operation by the summer of 2000.

         The Vulcan Project, Del Ranch Project, Elmore Project, Leathers Project
and CE Turbo Project are referred to as the Partnership Projects. The Salton Sea
I Project,  Salton Sea II Project, Salton Sea III Project, Salton Sea IV Project
and Salton  Sea V Project  are  referred  to as the  Salton  Sea  Projects.  The
Partnership Projects and the Salton Sea Projects are collectively referred to as
the Imperial  Valley  Projects.  The Power Resources  Project,  Yuma Project and
Saranac Project are collectively referred to as the Gas Projects.

Factors Affecting Results of Operations

         The capacity factor for a particular  project is determined by dividing
total quantity of electricity sold by the product of the project's  capacity and
the total hours in the year. The capacity factors for Vulcan Project,  Hoch (Del
Ranch) Project, Elmore Project and Leathers Project plants are based on capacity
amounts of 34, 38, 38 and 38 net megawatts,  respectively.  The capacity factors
for Salton Sea Unit I Project,  Salton Sea Unit II Project,  Salton Sea Unit III
Project and Salton Sea Unit IV Project  plants are based on capacity  amounts of
10, 20, 49.8 and 39.6 net megawatts,  respectively. The capacity factors for the
Saranac  Project,  Power Resources  Project and Yuma Project plants are based on
capacity  amounts of 240,  200 and 50 net  megawatts,  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 amount of  revenues  received  by these  projects is
affected  by the  extent  to  which  they  are  able  to  operate  and  generate
electricity.  Accordingly,  the  capacity and capacity  factor  figures  provide
information on operating  performance that has affected the revenues received by
these projects.

Power Purchase Agreements

         Imperial Valley Projects.  The operating  Partnership Projects sell all
electricity  generated  by  the  respective  plants  under  four  long-term  SO4
Agreements  between the  Partnership  Projects  and Southern  California  Edison
Company ("Edison"). These SO4 Agreements provide for capacity payments, capacity
bonus  payments and energy  payments.  Edison  makes fixed  annual  capacity and
capacity bonus payments to the Partnership  Projects to the extent that capacity
factors exceed  benchmarks set forth in the  agreements.  The price for capacity
and capacity bonus payments is fixed for the life of the SO4 Agreements.  Energy
is sold at  increasing  scheduled  rates  for the first  ten  years  after  firm
operation  and  thereafter  at rates  based on the cost  that  Edison  avoids by
purchasing  energy from the  Imperial  Valley  Partnership  Projects  instead of
obtaining the energy from other sources.

         The  scheduled  energy  price  periods  of  the  Partnership  Projects'
long-term  agreements extended until February 1996, December 1998, December 1998
and December  1999 for each of the Vulcan  Project,  Del Ranch  Project,  Elmore
Project and Leathers Project,  respectively.  For 2000, the Partnership Projects
are receiving  Edison's  avoided cost of energy pursuant to their respective SO4
Agreements.

         Salton Sea Unit I Project sells  electricity  to Edison under a 30-year
negotiated  power  purchase  agreement,  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 Unit I was 5.4 cents per  kilowatt-hour
during the three  months  ended March 31,  2000.  As the Salton Sea Unit I Power
Purchase  Agreement  ("PPA") is not a SO4 Agreement,  the energy payments do not
revert to payments  based on the cost that Edison  avoids by  purchasing  energy
from Salton Sea Unit I instead of obtaining the energy from other  sources.  The
capacity payment is approximately $1.1 million per annum.

         Salton  Sea Unit II  Project  and  Salton  Sea Unit  III  Project  sell
electricity  to Edison under 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  standard offer no. 4 agreements.  The energy  payments for each of

<PAGE>

the first ten year periods, which periods expire in April 2000 for Salton Sea II
and expired in February  1999 for Salton Sea III, are levelized at a time period
weighted average of 10.6 cents per kilowatt-hour and 9.8 cents per kilowatt-hour
for Salton Sea Unit II and Salton Sea Unit III,  respectively.  Thereafter,  the
monthly  energy  payments  will be based  on the  cost  that  Edison  avoids  by
purchasing energy from Salton Sea Unit II or III instead of obtaining the energy
from other sources.  For Salton Sea Unit 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 Unit II and  Salton Sea Unit III are  approximately  $3.3  million  and $9.7
million, respectively.

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

         For the three months ended March 31, 2000,  Edison's average price paid
for energy was 3.2 cents per kilowatt-hour. Estimates of Edison's future avoided
cost of energy vary  substantially from year to year. The Company cannot predict
the likely level of energy prices under the SO4  Agreements and the modified SO4
Agreements at the expiration of the scheduled  payment periods.  If the Leathers
Project  received  avoided cost of energy rates in 1999 rather than the contract
energy prices,  revenues would have decreased from $13.8 million to $2.7 million
in the three month period ended March 31, 1999.

         Gas Projects.  The Saranac Project sells electricity to NYSEG under the
Saranac PPA, which provides for capacity and energy payments. Capacity payments,
which  for the  three  months  ended  March  31,  2000  totaled  2.5  cents  per
kilowatt-hour,  are received  for  electricity  produced  during "peak hours" as
defined in the Saranac PPA and escalate at  approximately  4.1% annually for the
remaining term of the contract.  Energy  payments,  which averaged 7.2 cents per
kilowatt-hour   for  the  three  months  ended  March  31,  2000,   escalate  at
approximately  4.4%  annually  for the  remaining  term of the Saranac  PPA. The
Saranac PPA expires in June of 2009.

         The  Power  Resources  Project  sells  electricity  to Texas  Utilities
Electric  Company under the Power Resources PPA, which provides for capacity and
energy  payments.  Capacity  payments and energy  payments,  which for the three
months  ended  March  31,  2000 were  $3.4  million  per month and 3.3 cents per
kilowatt-hour, respectively, escalate at 3.5% annually for the remaining term of
the Power Resources PPA. The Power Resources PPA expires in September 2003.

         The Yuma Project sells  electricity to San Diego Gas & Electric Company
("SDG&E")  under the Yuma PPA.  The energy is sold at a price  based on the cost
that  SDG&E  avoids  by  purchasing  energy  from the Yuma  Project  instead  of
obtaining  the energy from other  sources and the capacity is sold to SDG&E at a
fixed price for the life of the Yuma PPA.  The power is  delivered to SDG&E over
transmission  lines  constructed  and owned by Arizona  Public  Service  Company
("APS").  On April 11, 2000, Yuma Cogeneration  Associates ("YCA") and San Diego
Gas and Electric Company ("SDG&E") entered into a termination  agreement for the
termination  of the Standard  Offer No. 2 Power  Purchase  with a Firm  Capacity
Qualifying  Facility  ("Yuma  PPA"),  subject to the approval of the  California
Public Utilities Commission ("CPUC"). If CPUC approval is received, an affiliate
of El Paso Energy Corporation ("El Paso") has agreed to purchase the Project.
<PAGE>

Results of Operations

         Sales of electricity  and steam  increased to $92 million for the three
months  ended March 31, 2000 from $68.7  million for the same period in 1999,  a
34%  increase.  $43.4  million  of this  increase  was a result  of a change  in
ownership of the Saranac  Project,  which resulted in full  consolidation of the
Project's  financial results versus equity accounting in 1999. This increase was
partially  offset by the  expiration  of fixed price  periods for the Salton Sea
Unit III and Leathers  Projects and reduced  production  at the Imperial  Valley
Projects.

         The following  operating  data  represents  the aggregate  capacity and
electricity production of the Imperial Valley Projects:

                                                     Three Months Ended
                                                          March 31,
                                                    2000           1999

Overall capacity factor                            65.5%          96.5%
Megawatt-hours produced                           382,500        557,500
Capacity (net megawatts)(average)                  267.4          267.4

         The overall  capacity factor for the Salton Sea Projects  decreased for
the three months ended March 31, 2000 compared to the same period in 1999 due to
the scheduled but more extensive overhauls in 2000 than in 1999.

         The following  operating  data  represents  the aggregate  capacity and
electricity production of the Gas Projects:

                                                    Three Months Ended
                                                          March 31,
                                                     2000           1999

Overall capacity factor                             90.1%          84.6%
Megawatt-hours produced                            964,351      1,041,024
Capacity (net megawatts)(weighted average)           490            570

         The overall capacity factor of the Gas Projects  reflects the effect of
contractual  curtailments.  The capacity factors adjusted for these  contractual
curtailments  during the three  months  ended March 31, 2000 and 1999 were 98.0%
and 94.9%, respectively. The decrease in overall capacity is due to the transfer
of the NorCon Project to GE Capital in December 1999.

         The decrease in equity  earnings of  subsidiaries  for the three months
ended  March  31,  2000 to $0 from  $6.2  million  for the same  period in 1999,
reflects the change in the reporting of Saranac  Project results from the equity
method in 1999 to full consolidation in 2000.

         Interest  and other income  decreased to $2.5 million  during the three
months ended March 31, 2000 from $8.1 million for the same period in 1999.  This
decrease is primarily the result of the  recognition of East Mesa royalty income
in the first quarter of 1999.

         Plant operating  expenses increased during the three months ended March
31, 2000 to $47.6 million from $26.8 million for the same period in 1999.  These
costs include operating,  maintenance,  resource, fuel and other plant operating
expenses.  The increase was  primarily  due to fully  consolidating  the Saranac
Project results versus equity reporting in 1999.
<PAGE>

         General and  administrative  expenses  decreased to $1.0 million during
the three  months  ended March 31, 2000 from $1.1 million for the same period in
1999.  These costs include  administrative  services  provided to CE Generation,
including executive, financial, legal, tax and other corporate functions.

         Depreciation  and  amortization  increased to $19.4 million  during the
three  months  ended  March 31,  2000 from $14.5  million for the same period in
1999.  The increase was primarily due to the full  consolidation  of the Saranac
Project results in 2000,  partially offset by reduced step up depreciation after
the end of the fixed  price  periods  for the  Leathers  and Salton Sea Unit III
Projects as a result of greater  value being  assigned  to the  scheduled  price
periods for the contracts relating to these projects at the time of acquisition.

         Interest expense, less amounts capitalized,  increased during the three
months  ended March 31, 2000 to $20.0  million  from $18.1  million for the same
period in 1999.  The  increase  resulted  from CE  Generation's  issuance of the
senior  secured  notes  in  March of 1999  and the  consolidation  of  Saranac's
interest  expense.  These  variances  were  partially  offset by lower  interest
expense  resulting from the paydown of Salton Sea Funding  Corporation and Power
Resources  Project debt and higher  capitalized  interest  due to the  continued
construction of Salton Sea Unit V.

         The  provision  for income taxes  decreased  to $.4 million  during the
three months ended March 31, 2000 from $7.9 million for the same period in 1999.
The changes  from year to year in the  effective  rate are due  primarily to the
generation and utilization of energy tax credits and depletion deductions.

         The  extraordinary  item of $17.5  million in 1999 reflects the premium
paid and deferred  finance  costs  associated  with the  repayment of its 9 7/8%
limited recourse senior secured notes.

Liquidity and Capital Resources

         Cash and cash  equivalents  were  $55.4  million  at March 31,  2000 as
compared to $29.1 million at December 31, 1999. In addition, restricted cash was
$34.7  million  and $32.6  million  at March 31,  2000 and  December  31,  1999,
respectively.  The increase in  restricted  cash was  primarily  due to the full
consolidation  of the  Saranac  Project  balance  sheet  in 2000  versus  equity
accounting  in  1999,  partially  offset  by the  use  of  restricted  cash  for
construction at the Imperial Valley.

         Salton  Sea Power LLC,  one of CE  Generation's  indirect  wholly-owned
subsidiaries, is constructing the Salton Sea Unit V Project. The Salton Sea Unit
V  Project  is  a 49  net  megawatt  geothermal  power  plant  which  will  sell
approximately  one-third  of its net  output  to the zinc  facility,  which  was
retained by MidAmerican  not owned by CE Generation.  The remainder will be sold
through the California power exchange or in other market transactions.

         The Salton Sea Unit V Project is being  constructed  pursuant to a date
certain,  fixed  price,  turn-key  engineering,   procurement  and  construction
contract by Stone & Webster Engineering  Corporation.  Salton Sea Unit V Project
is scheduled to commence commercial  operation in mid-2000.  Total Project costs
of the Salton Sea Unit V Project are expected to be approximately $119.1 million
which  is  being  funded  by $76.3  million  of debt  from  Salton  Sea  Funding
Corporation  and $42.8 million from equity  contributions.  Salton Sea Power has
incurred approximately $89.1 million of these costs through March 31, 2000.

         CE  Turbo   LLC,   one  of  CE   Generation's   indirect   wholly-owned
subsidiaries,  is constructing  the CE Turbo Project.  The CE Turbo Project will
have a capacity of 10 net megawatts. The net output of the CE Turbo Project will
be sold to the zinc facility or sold through the California power exchange or in
other market transactions.

         The Partnership  Projects have upgraded the geothermal brine processing
facilities  at the  Vulcan  and Del Ranch  Projects  with the  brine  facilities
construction.
<PAGE>

         The CE Turbo Project is being and the brine facilities construction has
been  constructed  by Stone & Webster  pursuant to a date certain,  fixed price,
turn-key  engineering,  procurement  and  construction  contract.  The CE  Turbo
Project is scheduled to commence  initial  operations  in mid 2000 and the brine
facilities  construction  is in  operation.  Total Project costs for both the CE
Turbo  Project  and  the  brine  facilities  construction  are  expected  to  be
approximately  $63.7  million which will be funded by $55.6 million of debt from
Salton Sea Funding Corporation and $8.1 million from equity  contributions.  The
Company has incurred  approximately  $50.0  million of these costs through March
31, 2000.

         The  EPC  contractor's  parent,  Stone  &  Webster,  Incorporated,  has
recently  announced that it is having current liquidity  problems and intends to
sell  substantially  all of its  assets to Jacobs  Engineering  Group,  Inc.  in
exchange  for an  immediate  $50  million  secured  revolving  credit  facility,
assumption of substantially all of Stone & Webster's balance sheet  liabilities,
and $150 million in cash and stock, and subsequently  intends to seek bankruptcy
court  approval  of the  asset  sale and  credit  agreement.  As the work on the
construction projects are expected to be completed this summer, the Company does
not believe there will be any material adverse effect on the final completion of
those projects or the Company.

         The  net  revenues,   equity   distributions  and  royalties  from  the
Partnership  Projects  are  used  to pay  principal  and  interest  payments  on
outstanding  senior secured bonds issued by the Salton Sea Funding  Corporation,
the final series of which is scheduled  to mature in November  2018.  The Salton
Sea Funding  Corporation debt is guaranteed by subsidiaries of Magma and secured
by the capital stock of the Salton Sea Funding Corporation.  The proceeds of the
Salton Sea  Funding  Corporation  debt were  loaned by the  Salton  Sea  Funding
Corporation  under loan  agreements and notes to  subsidiaries of Magma and used
for  construction  of the  Salton Sea Unit V Project  and the CE Turbo  Project,
refinancing of  indebtedness  and other  purposes.  Debt service on the Imperial
Valley loans is used to repay debt service on the Salton Sea Funding Corporation
debt.  The Imperial  Valley loans and the  guarantees  of the Salton Sea Funding
Corporation  debt  are  secured  by  substantially  all  of  the  assets  of the
guarantors,  including the Imperial Valley Projects, and by the equity interests
in the guarantors.

         The proceeds of Series F of the Salton Sea Funding Corporation debt are
being used in part to construct the zinc  facility,  and the direct and indirect
owners of the zinc  facility are among the  guarantors of the Salton Sea Funding
Corporation debt.  MidAmerican has guaranteed the payment by the zinc guarantors
of a specified  portion of the  scheduled  debt service on the  Imperial  Valley
loans  described in the preceding  paragraph,  including  the current  principal
amount of $140.5 million and associated interest.

Inflation

         Inflation  has not had a  significant  impact on CE  Generation's  cost
structure.

<PAGE>

                           Part II Other Information.

Item I - Legal proceedings

         Neither CE Generation nor its  subsidiaries are parties to any material
legal matters except those described in Footnote 3 of CE Generation's  financial
statements.

Item 2 - Changes in Securities

         Not applicable.

Item 3 - Default on Senior Securities

         Not applicable.

Item 4 - Submission of matters to a vote of Security Holders.

         Not applicable.

Item 5 - Other information

         Not applicable.

Item 6 - Exhibits and reports on Form 8-K

(a)      Exhibits
                  Exhibit 27 - Financial Data Schedule

(b)      Report on Form 8-K
                  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 this 12th day of May, 2000.

                                                  CE Generation, LLC

                                                  /s/ Joseph M. Lillo
                                                  By: Joseph M. Lillo
                                                  Vice President and Controller
<PAGE>
                                 EXHIBIT INDEX

Exhibit                                                         Page
  No.                                                            No.

   27           Financial Data Schedule                           16