UNITED STATES
                       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 September 30, 2002

                          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 400-2 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 Merchant Energy North America Company as of
November 14, 2002.



<PAGE>


TABLE OF CONTENTS

Part I    Financial Information.............................................1
     Item 1.  Financial Statements..........................................3
     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations ........................ 10
     Item 4.  Controls and Procedures......................................17
Part II   Other Information................................................18
     Item 1.  Legal Proceedings............................................18
     Item 2.  Changes in Securities and Use of Proceeds....................18
     Item 3.  Defaults on Senior Securities................................18
     Item 4.  Submission of Matters to a Vote of Security Holders..........18
     Item 5.  Other Information............................................18
     Item 6.  Exhibits and Reports on Form 8-K.............................18

Signatures.................................................................19






<PAGE>


                         INDEPENDENT ACCOUNTANTS' REPORT


Board of Managers
CE Generation, LLC
Omaha, Nebraska

     We  have  reviewed  the  accompanying  consolidated  balance  sheet  of  CE
Generation, LLC and subsidiaries  (collectively,  the "Company") as of September
30,  2002,  and the related  consolidated  statements  of  operations  and other
comprehensive  income for the three-month and nine-month periods ended September
30, 2002 and 2001 and of cash flows for the nine-month  periods ended  September
30, 2002 and 2001.  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  consolidated  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 auditing standards generally
accepted in the United States of America,  the consolidated  balance sheet of CE
Generation,  LLC and  subsidiaries  as of  December  31,  2001,  and the related
consolidated  statements of operations and other comprehensive income,  members'
equity and cash flows for the year then ended (not presented herein); and in our
report  dated  January 17, 2002  (March 1, 2002 as to Note 9A) 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, 2001 is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.

/s/  Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Omaha, Nebraska
November 8, 2002




<PAGE>


                       CE GENERATION, LLC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                                 September 30,               December 31,
                                                                        2002                        2001
                                                                 ---------------             -------------
                                                                    (unaudited)

<S>                                                               <C>                        <C>
ASSETS
 Cash and cash equivalents                                        $       65,056             $      34,870
 Restricted cash                                                          52,048                    17,025
 Accounts receivable, net of allowance for
   doubtful accounts of $5,141 and $24,754                                90,652                   128,725
 Prepaid expenses and other assets                                         7,324                     7,178
 Inventory                                                                24,077                    23,705
 Due from affiliates                                                       1,507                       132
                                                                 ---------------             -------------
 Total current assets                                                    240,664                   211,635

 Restricted cash                                                          13,793                    14,009
 Properties, plants, contracts and equipment, net                      1,252,215                 1,287,668
 Excess of cost over fair value of net assets acquired, net              265,897                   265,897
 Note receivable from related party                                      138,843                   139,896
Deferred financing charges and other assets                              10,614                    13,014
                                                                 ---------------             -------------
 Total assets                                                     $    1,922,026             $   1,932,119
                                                                 ===============             =============

 LIABILITIES AND MEMBERS' EQUITY
 Liabilities:
 Accounts payable                                                 $        1,863             $       8,766
 Accrued interest                                                         17,335                     3,674
 Interest rate swap liability                                             21,007                    16,295
 Other accrued liabilities                                                35,324                    42,037
 Current portion of long term debt                                        87,021                    85,036
                                                                 ---------------             -------------
 Total current liabilities                                               162,550                   155,808

 Project loans                                                           132,716                   163,142
 Salton Sea notes and bonds                                              477,635                   491,678
 Senior secured bonds                                                    347,400                   356,400
 Deferred income taxes                                                   252,735                   237,882
                                                                 ---------------             -------------
 Total liabilities                                                     1,373,036                 1,404,910

 Minority interest                                                        55,764                    59,832

 Commitments and contingencies (Note 3)
 Members' equity                                                         503,061                   475,073
 Accumulated other comprehensive loss                                     (9,835)                   (7,696)
                                                                 ---------------             -------------
 Total equity                                                            493,226                   467,377
                                                                 ---------------             -------------
 Total liabilities and members' equity                            $    1,922,026             $   1,932,119
                                                                 ===============             =============
</TABLE>


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


<PAGE>




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

<TABLE>
<CAPTION>

                                                    Three Months Ended                   Nine Months Ended
                                                      September 30,                        September 30,
                                                    2002          2001                   2002         2001
                                               -------------    -----------       -------------    -----------

<S>                                            <C>              <C>               <C>            <C>
 Revenues:

 Sales of electricity and steam                $     141,305    $   120,089       $     381,247  $     392,122

 Interest and other income                             2,272          3,560               7,237         10,619
                                               -------------    -----------       -------------    -----------
 Total revenues                                      143,577        123,649             388,484        402,741

 Cost and Expenses:

 Fuel                                                 30,398         28,675              89,667         95,137

 Plant operations                                     33,129         34,170             101,559        100,863

 Depreciation and amortization                        19,966         21,453              62,380         64,965

 Interest expense                                     18,950         20,392              58,108         61,563
                                               -------------    -----------       -------------    -----------
 Total expenses                                      102,443        104,690             311,714        322,528
                                               -------------    -----------       -------------    -----------
 Income before provision for income taxes             41,134         18,959              76,770         80,213

 Provision for income taxes                           10,999          2,509              19,408         20,019
                                               -------------    -----------       -------------    -----------
 Income before minority interest and
 cumulative effect of accounting change               30,135         16,450              57,362         60,194

 Minority interest                                     5,287          5,543              14,974         11,741
                                               -------------    -----------       -------------    -----------
 Income before cumulative effect
 of accounting change                                 24,848         10,907              42,388         48,453

 Cumulative effect of accounting
 change, net of tax                                      ---            ---                 ---        (15,386)
                                               -------------    -----------       -------------    -----------
 Net income                                    $      24,848  $      10,907       $      42,388  $      33,067
                                               =============    ===========       =============    ===========
Other comprehensive income (loss):
Cumulative effect of change in accounting
principle, net of tax                                    ---            ---                 ---         (5,954)

Unrealized (loss) on cash flow
hedges, net of tax                                    (1,721)        (3,078)             (2,139)        (3,000)
                                               -------------    -----------       -------------    -----------
Comprehensive income                           $      23,127  $       7,829       $      40,249  $      24,113
                                               =============    ===========       =============    ===========
</TABLE>


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


<PAGE>


                       CE GENERATION, LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                                     2002             2001
                                                                                     ----             ----
<S>                                                                          <C>               <C>
 Cash flows from operating activities:
 Net income                                                                  $      42,388     $     33,067
 Adjustments to reconcile net income to cash flows from
     operating activities:
 Cumulative effect of change in accounting
     principle, net of tax                                                             ---           15,386
 Depreciation and amortization                                                      62,380           64,965
 Provision for deferred income taxes                                                15,489          (29,400)
 Distributions to minority interest in excess of income                             (2,132)          (3,499)
 Changes in other items:
    Accounts receivable                                                             38,073           19,373
    Due from affiliates                                                             (1,375)           2,810
    Accounts payable and other accrued liabilities                                      45           39,809
    Other assets                                                                     2,856            2,413
                                                                             -------------     ------------
 Net cash flows from operating activities                                          157,724          144,924

 Cash flows from investing activities:
 Capital expenditures                                                              (26,847)         (19,422)
 Decrease (increase) in restricted cash                                                216           (3,021)
                                                                             -------------     ------------
 Net cash flows from investing activities                                          (26,631)         (22,443)
                                                                             -------------     ------------

 Cash flows from financing activities:
 Repayment of Salton Sea notes and bonds                                           (14,286)         (11,829)
 Repayment of project loans                                                        (37,198)         (29,718)
 Distributions to members                                                          (14,400)             ---
 Decrease (increase) in restricted cash                                            (35,023)             (36)
                                                                             -------------     ------------
 Net cash flows from financing activities                                         (100,907)         (41,583)
                                                                             -------------     ------------
 Net increase in cash and cash equivalents                                          30,186           80,898
 Cash and cash equivalents at beginning of period                                   34,870           36,152
                                                                             -------------     ------------
 Cash and cash equivalents at end of period                                  $      65,056     $    117,050
                                                                             =============     ============
 Supplemental disclosure:
 Interest paid                                                               $      42,782     $     46,192
                                                                             =============     ============
 Income taxes paid                                                           $         993     $     28,630
                                                                             =============     ============
</TABLE>

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


<PAGE>




                       CE GENERATION, LLC AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.  General

In the opinion of the management of CE Generation,  LLC ("CE  Generation" or the
"Company") the accompanying  unaudited consolidated financial statements contain
all adjustments  (consisting of normal recurring  accruals) necessary to present
fairly the  financial  position  as of  September  30,  2002 and the  results of
operations  for the three and the nine months ended  September 30, 2002 and 2001
and cash  flows for the nine  months  ended  September  30,  2002 and 2001.  The
results of  operations  for the nine  months  ended  September  30, 2002 are not
necessarily indicative of the results to be expected for the full year.

The unaudited  consolidated  financial  statements  shall be read in conjunction
with the consolidated  financial statements included in the CE Generation annual
report on Form 10-K for the year ended December 31, 2001.

Certain  prior year  amounts  have been  reclassified  in order to conform  with
current year classifications.

2.  Accounting Policies

Effective January 1, 2001, CE Generation changed its accounting policy for major
maintenance,  overhaul and well workover costs.  These costs,  had  historically
been accounted for using deferral and accrual  methods,  and are now expensed as
incurred.   The  Company  recorded  a  cumulative   effect  of  this  change  of
approximately  $15.4 million,  net of tax of approximately $9.9 million,  in the
nine months ended September 30, 2001.

CE Generation adopted Statement of Financial Accounting Standard (SFAS) No. 133,
Accounting  for  Derivative  Instruments  and  Hedging  Activities,  as  amended
effective  January 1, 2001.  As a result of the  adoption  of SFAS No.  133,  CE
Generation recorded the fair value of the liability associated with the interest
rate swap agreements at January 1, 2001, which was  approximately  $6.0 million,
net of tax of  approximately  $4.0 million.  These interest rate swap agreements
are  considered  cash flow  hedges  and  therefore  the  offset is  recorded  in
accumulated other  comprehensive  income. The adoption did not have an impact on
net income or cash flows.

On January 1, 2002,  CE  Generation  adopted  SFAS No. 142,  Goodwill  and Other
Intangible  Assets,  which  establishes the accounting for acquired goodwill and
other  intangible  assets,  and  provides  that  goodwill  and  indefinite-lived
intangible assets will not be amortized, but will be tested for impairment on an
annual basis. CE Generation's related  amortization  consists solely of goodwill
amortization,  which has no income tax effect.  Following is a reconciliation of
net income as  originally  reported for the three and nine month  periods  ended
September 30, 2002 and 2001, to adjusted net income (in thousands):

<TABLE>
<CAPTION>
                                                  Three Months                         Nine Months
                                             Ended September 30,                  Ended September 30,
                                               2002           2001                 2002             2001
                                               ----           ----                 ----             ----

<S>                                        <C>              <C>                  <C>            <C>
         Reported net income               $  24,848        $10,907              $ 42,388       $  33,067
         Goodwill amortization                   ---          2,397                   ---           7,192
                                           ---------        -------              --------       ---------
         Adjusted net income               $  24,848        $13,304              $ 42,388       $  40,259
                                           =========        =======              ========       =========
</TABLE>


<PAGE>


The following table summarizes the acquired intangible assets as of September
30, 2002 (in thousands):

<TABLE>
<CAPTION>
                                          Gross Carrying        Accumulated
                                              Amount            Amortization
                                          --------------        ------------

<S>                                       <C>                   <C>
Amortized Intangible Assets:
        Power Purchase Contracts          $     313,183         $     194,014
        Patented Technology                      46,290                14,903
                                          -------------         -------------
          Total                           $     359,473         $     208,917
                                          =============         =============
</TABLE>



Amortization  expense on acquired  intangible  assets was $4.6 million and $13.7
million  for the  three  and  nine  month  periods  ended  September  30,  2002,
respectively.  CE Generation expects amortization expense on acquired intangible
assets to be $4.6 million for the  remainder of fiscal 2002,  $18.1  million for
2003 and $14.9 million for each of the four succeeding fiscal years.

In accordance  with SFAS No. 142, CE  Generation  has  determined  its reporting
units and  completed  the  transitional  impairment  testing of  goodwill in the
second quarter  primarily using a discounted cash flow methodology as of January
1, 2002. No impairment was indicated as a result of the transitional  impairment
test.  CE Generation  intends to complete its annual  goodwill  impairment  test
during the fourth quarter of 2002.

In August  2001,  FASB  issued  SFAS No. 143,  Accounting  for Asset  Retirement
Obligations.  This standard  addresses  financial  accounting  and reporting for
obligations  related to the  retirement  of tangible  long-lived  assets and the
related  asset  retirement  costs.  SFAS No. 143 is effective  for the Company's
fiscal year beginning January 1, 2003.  Management has not determined the impact
this standard will have on the Company's consolidated financial statements.

In October 2001, FASB issued SFAS No. 144, Accounting for Impairment or Disposal
of Long-Lived Assets. The standard addresses financial  accounting and reporting
for the  impairment  or disposal of  long-lived  assets.  There was no financial
statement  impact as a result of CE  Generation's  adoption  of SFAS No.  144 on
January 1, 2002.

3.  Commitments and Contingencies

      A. Southern California Edison and the California Power Exchange

Southern  California  Edison  ("Edison"),  a  wholly-owned  subsidiary of Edison
International,  is a  public  utility  primarily  engaged  in  the  business  of
supplying   electric  energy  to  retail   customers  in  Central  and  Southern
California,  excluding Los Angeles. Due to reduced liquidity,  Edison had failed
to pay approximately $119 million owed under the power purchase  agreements with
the Imperial Valley Projects (excluding the Salton Sea V and Turbo Projects) for
power  delivered in the fourth  quarter 2000 and the first quarter 2001.  Due to
Edison's  failure to pay contractual  obligations,  the Imperial Valley Projects
(excluding the Salton Sea V and Turbo Projects) had established an allowance for
doubtful accounts of approximately $21 million as of December 31, 2001.

The final  payment by Edison for past due balances  was received  March 1, 2002.
Following  the receipt of Edison's  payment of past due  balances,  the Imperial
Valley Projects released the remaining allowance for doubtful accounts.

As a result of  uncertainties  related  to  Edison,  the  letter of credit  that
supports the debt service reserve fund at Salton Sea Funding Corporation has not
been extended  beyond its current July 2004  expiration  date, and as such, cash
distributions  are not available to CE  Generation  until the Salton Sea Funding
Corporation  debt service reserve fund of  approximately  $67.6 million has been
funded or the letter of credit has been extended beyond its July 2004 expiration
date or replaced.

In January 2001, the California Power Exchange ("PX") declared bankruptcy.  As a
result,  the Salton Sea V and Turbo Projects have not received payment for power
sold under the Transaction  Agreements  during December 2000 and January 2001 of
approximately  $3.8 million.  The Imperial Valley  Projects have  established an
allowance  for  doubtful  accounts for the full amount of this  receivable.  The
Project entities are vigorously pursuing collection.

<PAGE>

Edison has failed to pay  approximately  $3.9 million of capacity bonus payments
for the months from  October  2001  through May 2002.  On December  10, 2001 the
Imperial  Valley  Projects  (excluding  the Salton Sea I, Salton Sea V and Turbo
Projects)  filed a  lawsuit  against  Edison  in  California's  Imperial  County
Superior  Court  seeking a court  order  requiring  Edison to make the  required
capacity bonus payments  under the Power  Purchase  Agreements.  Due to Edison's
failure to pay these contractual obligations,  the Imperial Valley Projects have
established an allowance for doubtful  accounts of  approximately  $1.3 million.
The Project  entities are vigorously  pursuing  collection of the capacity bonus
payments.

B.   Stone and Webster

The Salton Sea V and Turbo Projects were  constructed  by Stone & Webster,  Inc.
(formerly Stone & Webster Engineering Corporation), a wholly-owned subsidiary of
the Shaw Group  ("Stone &  Webster"),  pursuant  to date  certain,  fixed-price,
turnkey engineering,  procure, construct and manage contracts (collectively, the
"Salton Sea V and Turbo Projects EPC Contracts").  On March 7, 2002,  Salton Sea
Power L.L.C.,  Vulcan/BN Geothermal Power Company, Del Ranch, L.P., and CE Turbo
LLC,  the  owners of the  Salton  Sea V and Turbo  Projects,  filed a Demand for
Arbitration  against  Stone & Webster  for  breach  of  contract  and  breach of
warranty  arising from  deficiencies in Stone & Webster's  design,  engineering,
construction  and  procurement  of  equipment  for the  Salton  Sea V and  Turbo
Projects pursuant to the Salton Sea V and Turbo Projects EPC Contracts.  Each of
the Salton Sea V Project and Turbo Project  claims are  currently  proceeding in
separate  arbitrations.  The  arbitration  relating  to  the  Turbo  Project  is
currently   scheduled  for  December  2002,   with  a  stated  claim  amount  of
approximately $6 million of actual damages and an as yet undetermined  amount of
consequential  damages.  The arbitration relating to the Salton Sea V Project is
currently  scheduled  to commence in April 2003,  with no current  stated  claim
amount.

C.  Environmental Liabilities

The  Company is subject to numerous  legislative  and  regulatory  environmental
protection  requirements  involving air and water pollution,  waste  management,
hazardous chemical use, noise abatement, and land use aesthetics.

State and federal  environmental laws and regulations currently have, and future
modifications  may  have,  the  effect of (i)  increasing  the lead time for the
construction of new facilities,  (ii) significantly increasing the total cost of
new  facilities,   (iii)  requiring   modification  of  the  Company's  existing
facilities,  (iv)  increasing the risk of delay on  construction  projects,  (v)
increasing   the  Company's  cost  of  waste  disposal  and  (vi)  reducing  the
reliability  of  service  provided  by the  Company  and the  amount  of  energy
available  from  the  Company's  facilities.  Any of  such  items  could  have a
substantial  impact on amounts  required  to be  expended  by the Company in the
future.  Expenditures for ongoing compliance with environmental regulations that
relate to  current  operations  are  expensed  or  capitalized  as  appropriate.
Expenditures that relate to an existing condition caused by past operations, and
which do not contribute to current or future revenue  generation,  are expensed.
Liabilities   are  recorded  when   environmental   assessments   indicate  that
remediation  efforts are  probable  and the costs can be  reasonably  estimated.
Estimates of the liability are based upon currently  available  facts,  existing
technology and presently enacted laws and regulations  taking into consideration
the likely  effects of  inflation  and other social and  economic  factors,  and
include  estimates of associated legal costs.  These amounts also consider prior
experience in remediating sites, other companies'  clean-up  experience and data
released by the Environmental  Protection Agency or other  organizations.  These
estimated  liabilities are subject to revision in future periods based on actual
costs or new circumstances,  and are included in the accompanying balance sheets
at their undiscounted  amounts.  As of September 30, 2002 and December 31, 2001,
the  environmental  liabilities  recorded on the balance sheet were $2.3 million
and $4.2 million, respectively.

4.  Related Party Transactions

Pursuant to the Administrative  Services Agreement,  MidAmerican Energy Holdings
Company ("MEHC") provides certain  administrative and management  services to CE
Generation,  and MEHC's  executive,  financial,  legal,  tax and other corporate
staff departments perform certain services for CE Generation.  Expenses incurred
by MEHC and allocated to CE Generation  were  estimated  based on the individual
services and expense items provided.  Allocated  expenses totaled  approximately
$.8 million  for the three  months and $2.7  million  for the nine months  ended
September 30, 2001, and are included in plant operations expense.

<PAGE>

On August 1, 2002, the  Administrative  Services  Agreement  between MEHC and CE
Generation  was  amended to provide  for a fixed  monthly fee in lieu of certain
expenses,  which were being  allocated.  The fixed fee,  which is retroactive to
January 1, 2002 and ends December 2004, is $258,333 per month.

On September 29, 2000, Salton Sea Power L.L.C. ("Salton Sea Power") and CE Turbo
LLC ("CE Turbo")  entered into an agreement to sell all available power from the
Salton  Sea V Project  and Turbo  Project  to El Paso  Merchant  Energy  Company
("EPME").  Under the terms of the  agreement,  EPME purchased and sold available
power on behalf of Salton  Sea  Power  and CE  Turbo,  into the  California  ISO
markets.  The purchase price for the available power was equivalent to the value
actually  received  by EPME  for the  sale of such  power,  including  renewable
premiums.

On January 17, 2001,  Salton Sea Power and CE Turbo  entered into a  Transaction
Agreement  to sell  available  power  from the  Salton  Sea V Project  and Turbo
Project to EPME.  Under the terms of the agreement,  at the option of Salton Sea
Power and CE Turbo,  EPME  purchased all  available  power from the Salton Sea V
Project and Turbo Project based on day ahead price quotes received from EPME.

On March 27, 2001 and May 1, 2001,  the Imperial  Valley  Projects  entered into
Transaction  Agreements to sell available  power to EPME based on percentages of
the Dow Jones SP-15  Index.  On June 22,  2001,  the  Imperial  Valley  Projects
(excluding the Salton Sea V Project and Turbo Project) ceased selling  available
power to EPME and  resumed  power  sales to  Edison  under  the  Power  Purchase
Agreements ("PPAs").  Effective September 16, 2002 Salton Sea Power and CE Turbo
entered into Transaction Agreements to sell available power to EPME at increased
percentages of the Dow Jones SP-15 Index.

Pursuant  to these  agreements,  sales to EPME  from the  Company  totaled  $2.7
million and $3.5 million for the three months ended September 30, 2002 and 2001,
respectively  and $6.1  million  and $29.9  million  for the nine  months  ended
September 30, 2002 and 2001, respectively. As of September 30, 2002 and December
31,  2001,  accounts  receivable  from EPME were $.7  million  and $.9  million,
respectively.

Effective August 1, 2002, Salton Sea Power and CE Turbo amended their respective
power sale agreements with CalEnergy Minerals, LLC ("Minerals") to provide for a
fixed price of $31.00 per megawatt  hour for all hours of August 1, 2002 through
December 31, 2002.  Pursuant to these agreements,  sales to Minerals from Salton
Sea Power  totaled  $.1  million  and $.1  million  for the three  months  ended
September  30, 2002 and 2001,  respectively  and $.2 million and $.9 million for
the nine months ended September 30, 2002 and 2001, respectively.

<PAGE>


ITEM 2.  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's ("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.

Forward-Looking Statements

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  and  construction
uncertainty,  operating  uncertainty,  acquisition  uncertainty,   uncertainties
relating  to  geothermal  resources,  uncertainties  relating  to  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,
for a description  of such factors.  The Company  assumes no  responsibility  to
update forward-looking information contained herein.

Business

The  consolidated   financial  statements  reflect  the  consolidated  financial
statements of CE  Generation,  and its  wholly-owned  subsidiaries,  Magma Power
Company ("Magma"), FSRI Holdings, Inc. ("FSRI") and Yuma Cogeneration Associates
("Yuma").

         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              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              49 MW         California
Power Resources      Gas              1988              200 MW        Texas
Yuma                 Gas              1994              50 MW         Arizona
Saranac              Gas              1994              240 MW        New York


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.

<PAGE>

Critical Accounting Policies

The  preparation of financial  statements and related  disclosures in conformity
with  accounting  principles  generally  accepted in the United States  requires
management to make judgments,  assumptions and estimates that affect the amounts
reported in the Consolidated Financial Statements and accompanying notes. Note 2
to the  Consolidated  Financial  Statements  in the  Annual  Report on Form 10-K
describes  the  significant   accounting   policies  and  methods  used  in  the
preparation of the Consolidated  Financial  Statements.  Estimates are used for,
but not limited to, the  accounting  for the  allowance  for doubtful  accounts,
impairment of long-lived assets and contingent liabilities. Actual results could
differ from these  estimates.  The following  critical  accounting  policies are
impacted  significantly  by judgments,  assumptions  and  estimates  used in the
preparation of the Consolidated Financial Statements.

Allowance for Doubtful Accounts

The  allowance  for  doubtful  accounts  is  based  on  our  assessment  of  the
collectibility  of  specific  customer  accounts  and the aging of the  accounts
receivable.  If there is a deterioration of a major customer's credit worthiness
or actual defaults are higher than our historical  experience,  estimates of the
recoverability of amounts due could be adversely affected.
Impairment of Long-Lived Assets

The  Company's  long-lived  assets  consist  primarily  of  property,  plant and
equipment  and  intangible  assets  with useful  lives,  that range from 3 to 40
years,  and  acquired  goodwill.  The Company  believes  the useful lives of its
long-lived assets are reasonable.  The Company evaluates goodwill  impairment on
an annual basis.  The Company also  evaluates  long-lived  assets for impairment
whenever events or changes in  circumstances  indicate the carrying amount of an
asset may not be recoverable.  Triggering events include a significant change in
the  extent or  manner  in which  long-lived  assets  are  being  used or in its
physical  condition,  in legal  factors,  or in the business  climate that could
affect the value of the long-lived assets, including changes in regulation.  The
interpretation  of such events  requires  judgment from management as to whether
such an event has occurred and is required. If an event occurs that could affect
the  carrying  value of the  asset  and  management  does not  identify  it as a
triggering event, future results of operations could be significantly affected.

Upon the occurrence of a triggering  event,  the carrying amount of a long-lived
asset is reviewed to assess  whether the  recoverable  amount has declined below
its carrying  amount.  The  recoverable  amount is the estimated net future cash
flows that the  Company  expects  to  recover  from the future use of the asset,
undiscounted and without interest,  plus the asset's residual value on disposal.
Where the recoverable  amount of the long-lived  asset is less than the carrying
value,  an  impairment  loss would be  recognized to write down the asset to its
fair value,  which is based on discounted  estimated  cash flows from the future
use of the asset.

The  estimated  cash flows arising from future use of the asset that are used in
the  impairment  analysis  requires  judgment  regarding  what the Company would
expect to recover from future use of the asset.  Any changes in the estimates of
cash flows  arising  from future use of the asset or the  residual  value of the
asset on disposal based on changes in the market conditions,  changes in the use
of the assets,  management's  plans, the determination of the useful life of the
assets and  technology  change in the industry  could  significantly  change the
calculation  of the fair  value  or  recoverable  amount  of the  asset  and the
resulting  impairment  loss,  which  could  significantly  affect the results of
operations.

On January  1, 2002,  the  Company  adopted  SFAS No.  142,  Goodwill  and Other
Intangible Assets, which dictates the accounting for acquired goodwill and other
intangible  assets.  SFAS No. 142  requires  that  amortization  of goodwill and
indefinite-lived  intangible  assets be discontinued.  The Company has completed
the  initial  impairment  testing of goodwill as required by SFAS No. 142 and no
impairment was indicated.  The Company  intends to complete its annual  goodwill
impairment test during the fourth quarter of 2002.

Contingent Liabilities

The  Company is  subject  to the  possibility  of  various  loss  contingencies,
including  tax,  legal and  environmental,  arising  in the  ordinary  course of
business.  The Company considers the likelihood of the loss or the incurrence of
a liability as well as our ability to reasonably  estimate the amount of loss in
determining loss contingencies. An estimated loss contingency is accrued when it
is probable  that a liability  has been  incurred  and the amount of loss can be
reasonably  estimated.  The  Company  regularly  evaluates  current  information
available to us to determine whether such accruals should be adjusted.


<PAGE>

Results of Operations

Sales of electricity  and steam increased to $141.3 million for the three months
ended  September  30,  2002 from $120.1  million for the same period in 2001,  a
17.5%  increase.  Sales of electricity and steam decreased to $381.2 million for
the nine  months  ended  September  30,  2002 from $ 392.1  million for the same
period  in 2001,  a 4%  decrease.  Sales of  electricity  and steam for the nine
months ended  September 30, 2002 included the impact of a $20 million  reduction
in the allowance for doubtful  accounts.  Sales of electricity and steam for the
three and nine months  ended  September  30, 2001  included the impact of a $7.9
million  and a $90 million  increase in the  allowance  for  doubtful  accounts,
respectively.  Excluding the impact of the adjustments  related to the allowance
for doubtful  accounts,  sales of electricity  and steam increased $13.3 million
for the three months ended  September 30, 2002 and decreased  $120.8 million for
the nine months ended  September  30, 2002 compared to the same periods in 2001.
The three and nine  month  fluctuations  were  primarily  a result of changes in
energy prices under the Imperial  Valley  Projects' and the Yuma Project's Power
Purchase Agreements ("PPAs").

As a result of the settlement agreements, Edison has elected to pay the Imperial
Valley  Projects  (except  Salton Sea Projects IV and V and the Turbo Project) a
fixed energy price in lieu of Edison's Average Avoided Cost of Energy. The fixed
energy  price was 3.25 cents per  kilowatt-hour  for the period  January 1, 2002
through April 30, 2002 and increased to 5.37 cents per  kilowatt-hour  effective
May 1, 2002 through April 30, 2007.  Edison's Average Avoided Cost of Energy was
3.6 cents per kilowatt-hour for the three months and 8.9 cents per kilowatt-hour
for the nine months ended September 30, 2001, respectively.

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

<TABLE>
<CAPTION>

                                                       Three Months Ended                Nine Months Ended
                                                          September 30,                      September 30,
                                                       2002            2001               2002           2001
                                                       ----            ----               ----           ----

<S>                                                       <C>           <C>                 <C>            <C>
Overall capacity factor                                   94.8%         92.5%               89.6%          90.7%
Megawatt-hours produced                                 683,500       666,800           1,915,300      1,940,100
Capacity (net megawatts)(average)                         326.4         326.4               326.4          326.4
</TABLE>


The overall  capacity factor for the Imperial Valley Projects  increased for the
three months ended September 30, 2002 compared to the same period in 2001 due to
higher  availability  in the third quarter  2002.  The overall  capacity  factor
decreased  for the nine months  ended  September  30, 2002  compared to the same
period  in 2001 due to more  extensive  overhauls  in 2002.  The 2002  overhauls
include an uncontrollable  force event at the Salton Sea II Project.  Salton Sea
II's 10 MW turbine  went out of service on March 25,  2002 and is expected to be
placed back into service in December 2002.  The Company  expects to collect lost
revenues under the Salton Sea II PPA and through  insurance  coverage  excluding
deductibles.

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

<TABLE>
<CAPTION>
                                                       Three Months Ended               Nine Months Ended
                                                          September 30,                     September 30,
                                                       2002            2001               2002           2001
                                                       ----            ----               ----           ----

<S>                                                       <C>           <C>                 <C>            <C>
Overall capacity factor                                   91.8%         91.9%               92.5%          91.7%
Megawatt-hours produced                                993,018        994,034           2,967,962      2,942,983
Capacity (net megawatts)(average)                          490            490                 490            490
</TABLE>

The  overall  capacity  factor  of the  Gas  Projects  reflects  the  effect  of
contractual  curtailments  and  maintenance  scheduling.  The  capacity  factors
adjusted  for  the  contractual  curtailments  during  the  three  months  ended
September  30, 2002 and 2001 were 98.5% and 98.9%,  respectively.  The  capacity
factors adjusted for the contractual  curtailments  during the nine months ended
September 30, 2002 and 2001 were 99.4% and 97.3%, respectively.

<PAGE>

Interest  and other income  decreased  to $2.3  million  during the three months
ended September 30, 2002 from $3.6 million for the same period in 2001. Interest
and other  income  decreased  to $7.2  million  during  the nine  month's  ended
September 30, 2002 from $10.6 million for the same period in 2001. The decreases
were primarily due to interest earned on past due balances from Edison in 2001.

Fuel  expenses  increased  during the three months ended  September  30, 2002 to
$30.4  million  from $28.7  million  for the same period in 2001.  The  increase
reflects increased  production at the Gas Projects in 2002,  partially offset by
lower gas prices at the Yuma Project.  Fuel expenses  decreased to $89.7 million
during the nine months ended  September 30, 2002 from $95.1 million for the same
period in 2001.  The decrease was primarily due to higher gas prices in 2001, at
the Yuma Project.

Plant operating  expenses  decreased during the three months ended September 30,
2002 to $33.1  million from $34.2  million for the same period in 2001.  For the
nine month period  ended  September  30, 2002  operating  expenses  increased to
$101.6  million  from $100.9  million  for the same period in 2001.  These costs
include operating,  maintenance,  resource, general and administrative and other
plant operating  expenses.  The expenses fluctuate  primarily due to maintenance
schedules.

Depreciation and amortization decreased to $20.0 million during the three months
ended September 30, 2002 from $21.5 million for the same period in 2001. For the
nine month  period  ended  September  30,  2002  depreciation  and  amortization
decreased to $62.4 million from $65.0 million in 2001. The decreases were due to
the  discontinuation  of goodwill  amortization,  resulting from the adoption of
SFAS No. 142, which totaled $2.4 million and $7.2 million for the three and nine
months ended  September  30, 2001,  respectively.  This  decrease was  partially
offset by capital additions and miscellaneous equipment write-offs in 2002.

Interest  expense  decreased during the three months ended September 30, 2002 to
$19.0  million  from $20.4  million  for the same  period in 2001.  For the nine
months ended  September 30, 2002 interest  decreased to $58.1 million from $61.6
million for the same period in 2001. The decreases  resulted from the paydown of
debt balances.

The  provision  for income  taxes  increased to $11.0  million  during the three
months ended  September  30, 2002 from $2.5 million for the same period in 2001.
For the nine month period ended September 30, 2002, the provision for income tax
decreased to $19.4 from $20.0 million for the same period in 2001. The effective
rate was 31.4% and 29.2% for the nine months ended  September 30, 2002 and 2001,
respectively.  The changes from year to year in the  effective  tax rate are due
primarily to the  generation of energy tax credits and depletion  deductions and
the discontinuance of non-deductible goodwill amortization in 2002.

Minority  interest  decreased  to $5.3  million  during the three  months  ended
September  30, 2002 from $5.5 million for the same period in 2001.  For the nine
month period ended  September  30, 2002,  minority  interest  increased to $15.0
million  from $11.7  million for the same period in 2001.  The  increase was the
result of higher fixed return payments to the minority interest partners in 2002
at the Saranac project.

Effective  January 1, 2001, the Company changed its accounting  policy for major
maintenance,   overhaul  and  well  workover  costs.   These  costs,  which  had
historically  been  accounted for using  deferral and accrual  methods,  are now
expensed as incurred.  The cumulative  effect of the change in accounting policy
represents a January 1, 2001 write off of prepaid and accrued major  maintenance
and  well  workover  balances  of  approximately  $15.4  million,  net of tax of
approximately $9.9 million in the three months ended March 31, 2001.

Net income  increased to $24.8 million  during the three months ended  September
30, 2002 from $10.9 million for the same period in 2001. Net income increased to
$42.4  million  during the nine  months  ended from $33.1  million  for the same
period in 2002.


<PAGE>



Related Party Transactions

Pursuant to the Administrative  Services Agreement,  MidAmerican Energy Holdings
Company ("MEHC") provides certain  administrative and management  services to CE
Generation,  and MEHC's  executive,  financial,  legal,  tax and other corporate
staff departments perform certain services for CE Generation.  Expenses incurred
by MEHC and allocated to CE Generation  were  estimated  based on the individual
services and expense items provided.  Allocated  expenses totaled  approximately
$.8 million  for the three  months and $2.7  million  for the nine months  ended
September 30, 2001, and are included in plant operations expense.

On August 1, 2002, the  Administrative  Services  Agreement  between MEHC and CE
Generation  was  amended to provide  for a fixed  monthly fee in lieu of certain
expenses,  which were being  allocated.  The fixed fee,  which is retroactive to
January 1, 2002 and ends December 2004, is $258,333 per month.

On September 29, 2000, Salton Sea Power L.L.C. ("Salton Sea Power") and CE Turbo
LLC ("CE Turbo")  entered into an agreement to sell all available power from the
Salton  Sea V Project  and Turbo  Project  to El Paso  Merchant  Energy  Company
("EPME").  Under the terms of the  agreement,  EPME purchased and sold available
power on behalf of Salton  Sea  Power  and CE  Turbo,  into the  California  ISO
markets.  The purchase price for the available power was equivalent to the value
actually  received  by EPME  for the  sale of such  power,  including  renewable
premiums.

On January 17, 2001,  Salton Sea Power and CE Turbo  entered into a  Transaction
Agreement  to sell  available  power  from the  Salton  Sea V Project  and Turbo
Project to EPME.  Under the terms of the agreement,  at the option of Salton Sea
Power and CE Turbo,  EPME  purchased all  available  power from the Salton Sea V
Project and Turbo Project based on day ahead price quotes received from EPME.

On March 27, 2001 and May 1, 2001,  the Imperial  Valley  Projects  entered into
Transaction  Agreements to sell available  power to EPME based on percentages of
the Dow Jones SP-15  Index.  On June 22,  2001,  the  Imperial  Valley  Projects
(excluding the Salton Sea V Project and Turbo Project) ceased selling  available
power to EPME and  resumed  power  sales to Edison  under  the  PPAs.  Effective
September  16,  2002  Salton  Sea Power and CE Turbo  entered  into  Transaction
Agreements to sell available  power to EPME at increased  percentages of the Dow
Jones SP-15 Index.

Pursuant  to these  agreements,  sales to EPME  from the  Company  totaled  $2.7
million and $3.5 million for the three months ended September 30, 2002 and 2001,
respectively  and $6.1  million  and $29.9  million  for the nine  months  ended
September 30, 2002 and 2001, respectively. As of September 30, 2002 and December
31,  2001,  accounts  receivable  from EPME were $.7  million  and $.9  million,
respectively.

Effective August 1, 2002, Salton Sea Power and CE Turbo amended their respective
power sale agreements with CalEnergy Minerals, LLC ("Minerals") to provide for a
fixed price of $31.00 per megawatt  hour for all hours of August 1, 2002 through
December 31, 2002.  Pursuant to these agreements,  sales to Minerals from Salton
Sea Power  totaled  $.1  million  and $.1  million  for the three  months  ended
September  30, 2002 and 2001,  respectively  and $.2 million and $.9 million for
the nine months ended September 30, 2002 and 2001, respectively.

Liquidity and Capital Resources

Each of CE Generation's direct or indirect  subsidiaries is organized as a legal
entity  separate and apart from CE  Generation  and its other  subsidiaries  and
MEHC.  Pursuant to separate  project  financing  agreements,  the assets of each
subsidiary  (excluding the Yuma Project) are pledged or encumbered to support or
otherwise  provide the security  for their own project or  subsidiary  debt.  It
should not be assumed that any asset of any subsidiary of CE Generation, will be
available  to  satisfy  the  obligations  of CE  Generation  or any of its other
subsidiaries;  provided,  however,  that unrestricted cash or other assets which
are available for  distribution  may, subject to applicable law and the terms of
financing arrangements for such parties, be advanced,  loaned, paid as dividends
or otherwise  distributed or contributed to CE Generation or affiliates thereof.
"Subsidiary"  means all of CE Generation's  direct or indirect  subsidiaries (1)
owning direct or indirect  interests in the Imperial Valley Projects  (including
the Salton Sea  Projects  and the  Partnership  Projects  other than Magma Power
Company and Salton Sea Power  Company),  or (2) owning  direct  interests in the
subsidiaries that own interests in the foregoing  projects,  the Saranac Project
and the Power Resources Project.

<PAGE>

CE Generation  generated  cash flows from  operations of $157.7  million for the
nine months ended  September 30, 2002 compared with $144.9  million for the same
period in 2001.  The  increase  was  primarily  due to the  receipt  of past due
balances from Southern California Edison ("Edison").

Cash flow used in  investing  activities  was $26.6  million for the nine months
ended  September  30, 2002 compared with cash used of $22.4 million for the same
period in 2001.  Capital  expenditures  are the primary  components of investing
activities.

Cash flow used in financing  activities  was $100.9  million for the nine months
ended  September  30, 2002  compared  with $41.6  million for the same period in
2001. The changes in cash flows from financing  activities reflect the scheduled
debt  repayments,  a $14.4  million  distribution  in 2002  and a $35.0  million
deposit into the debt service reserve account in 2002.

Edison, a wholly-owned  subsidiary of Edison International,  is a public utility
primarily  engaged  in the  business  of  supplying  electric  energy  to retail
customers  in Central and Southern  California,  excluding  Los Angeles.  Due to
reduced  liquidity,  Edison failed to pay approximately  $119 million owed under
the power purchase agreements with the Imperial Valley Projects,  (excluding the
Salton Sea V and Turbo  Projects) for power delivered in the fourth quarter 2000
and  the  first  quarter  2001.  Due to  Edison's  failure  to  pay  contractual
obligations,  the Imperial Valley Projects (excluding the Salton Sea V and Turbo
Projects) had  established an allowance for doubtful  accounts of  approximately
$21 million as of December 31, 2001.

The final payment of the past due amounts by Edison was received  March 1, 2002.
Following  the  receipt of  Edison's  final  payment of past due  balances,  the
Imperial Valley Projects released the remaining allowance for doubtful accounts.

As a result of  uncertainties  related  to  Edison,  the  letter of credit  that
supports the debt service reserve fund at Salton Sea Funding Corporation has not
been extended  beyond its current July 2004  expiration  date, and as such, cash
distributions  are not available to CE  Generation  until the Salton Sea Funding
Corporation  debt service reserve fund of  approximately  $67.6 million has been
funded or the letter of credit has been extended beyond its July 2004 expiration
date or replaced.

In January 2001, the California Power Exchange ("PX") declared bankruptcy.  As a
result,  the Salton Sea V and Turbo Projects have not received payment for power
sold under the Transaction  Agreements  during December 2000 and January 2001 of
approximately  $3.8 million.  The Imperial Valley  Projects have  established an
allowance for doubtful accounts for the full amount of this receivable.

Edison has failed to pay  approximately  $3.9 million of capacity bonus payments
for the months from  October  2001  through May 2002.  On December  10, 2001 the
Imperial  Valley  Projects  (excluding the Salton Sea I, Salton Sea V, and Turbo
Projects)  filed a  lawsuit  against  Edison  in  California's  Imperial  County
Superior  Court  seeking a court  order  requiring  Edison to make the  required
capacity bonus payments  under the Power  Purchase  Agreements.  Due to Edison's
failure to pay these contractual obligations,  the Imperial Valley Projects have
established an allowance for doubtful  accounts of  approximately  $1.3 million.
The Project  entities are vigorously  pursuing  collection of the capacity bonus
payments.

Environmental Liabilities

The  Company is subject to numerous  legislative  and  regulatory  environmental
protection  requirements  involving air and water pollution,  waste  management,
hazardous chemical use, noise abatement, and land use aesthetics.

State and federal  environmental laws and regulations currently have, and future
modifications  may  have,  the  effect of (i)  increasing  the lead time for the
construction of new facilities,  (ii) significantly increasing the total cost of
new  facilities,   (iii)  requiring   modification  of  the  Company's  existing
facilities,  (iv)  increasing the risk of delay on  construction  projects,  (v)
increasing   the  Company's  cost  of  waste  disposal  and  (vi)  reducing  the
reliability  of  service  provided  by the  Company  and the  amount  of  energy
available  from  the  Company's  facilities.  Any of  such  items  could  have a
substantial  impact on amounts  required  to be  expended  by the Company in the
future.  Expenditures for ongoing compliance with environmental regulations that
relate to  current  operations  are  expensed  or  capitalized  as  appropriate.
Expenditures that relate to an existing condition caused by past operations, and

<PAGE>

which do not contribute to current or future revenue  generation,  are expensed.
Liabilities   are  recorded  when   environmental   assessments   indicate  that
remediation  efforts are  probable  and the costs can be  reasonably  estimated.
Estimates of the liability are based upon currently  available  facts,  existing
technology and presently enacted laws and regulations  taking into consideration
the likely  effects of  inflation  and other social and  economic  factors,  and
include  estimates of associated legal costs.  These amounts also consider prior
experience in remediating sites, other companies'  clean-up  experience and data
released by the Environmental  Protection Agency or other  organizations.  These
estimated  liabilities are subject to revision in future periods based on actual
costs or new circumstances,  and are included in the accompanying balance sheets
at their undiscounted  amounts.  As of September 30, 2002 and December 31, 2001,
the  environmental  liabilities  recorded on the balance sheet were $2.3 million
and $4.2 million, respectively.

Inflation

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

Quantitative and Qualitative Disclosure About Market Risk

There have been no  material  changes in the  market  risk from the  information
provided in Item 7A Quantitative and Qualitative  Disclosures  About Market Risk
of the  Company's  Annual  Report on Form 10-K for the year ended  December  31,
2001.

Contractual Obligations and Commercial Commitments

There  have  been  no  material  changes  in  the  contractual  obligations  and
commercial  commitments from the information provided in Item 7 of the Company's
Annual  Report on Form 10-K for the year  ended  December  31,  2001  other than
scheduled debt repayments.



<PAGE>


ITEM 4.  CONTROLS AND PROCEDURES

The  Company's  chief  executive   officer  and  chief  financial  officer  have
established  "disclosure controls and procedures" (as defined in Rule 13a-14 (C)
and Rule 15d - 14(C) of the  Securities and exchange Act of 1934) to ensure that
material  information of the companies and their  subsidiaries  is made known to
them by others within the  respective  companies.  Under their  supervision,  an
evaluation of the disclosure  controls and  procedures  was performed  within 90
days prior to the filing of this quarterly report. Based on that evaluation, the
above-mentioned  officers have concluded that, as of the date of the evaluation,
the disclosure controls and procedures were operating effectively. Additionally,
the above-mentioned  officers find that there have been no signification changes
in  internal  controls,  or in other  factors  that could  significantly  affect
internal controls, subsequent to the date of that evaluation.

<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:

            3.2.1  Amended and Restated Limited Liability Company Operating
                   Agreement of CE Generation, LLC

            3.2.2  First Amendment to the Amended and Restated Limited Liability
                   Company Operating Agreement

        (b) Reports 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 14th day of November 2002.

                                   CE Generation, LLC

                                   /s/ Joseph M. Lillo
                                   --------------------------------------
                                   By:      Joseph M. Lillo
                                            Vice President and Controller


<PAGE>

                     SECTION 302 CERTIFICATION FOR FORM 10-Q

CERTIFICATIONS

I, Edward J. Heinrich, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CE Generation, LLC;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and


<PAGE>


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant  deficiencies and material weaknesses.

Date: November 14, 2002

                             /s/ Edward J. Heinrich
                             ----------------------
                               Edward J. Heinrich
                                    President
                            (chief executive officer)


<PAGE>


                     SECTION 302 CERTIFICATION FOR FORM 10-Q

CERTIFICATIONS

I, Joseph M. Lillo, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CE Generation, LLC;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and b) any fraud, whether
or not  material,  that  involves  management  or  other  employees  who  have a
significant role in the registrant's internal controls; and

<PAGE>


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002

                               /s/ Joseph M. Lillo
                               -------------------
                                 Joseph M. Lillo
                          Vice President and Controller
                            (chief financial officer)