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 quarterly period ended June 30, 2003

                          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, Nebraska                               68131
              ---------------                               -----
 (Address of principal executive offices)                (Zip Code)

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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [x] No [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]

The members' equity accounts are held 50% by MidAmerican Energy Holdings Company
and 50% by TransAlta USA Inc. as of July 31, 2003.
<PAGE>




                                TABLE OF CONTENTS
                                -----------------

                          PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements................................................3
Item 2.    Management's Discussion and Analysis of Financial Condition and
              Results of Operations...........................................11
Item 3.    Quantitative and Qualitative Disclosures About Market Risk.........16
Item 4.    Controls and Procedures............................................16

                            PART II - OTHER INFORMATION

Item 1.    Legal Proceedings..................................................17
Item 2.    Changes in Securities and Use of Proceeds..........................17
Item 3.    Defaults Upon Senior Securities....................................17
Item 4.    Submission of Matters to a Vote of Security Holders................17
Item 5.    Other Information..................................................17
Item 6.    Exhibits and Reports on Form 8-K...................................17

SIGNATURES ...................................................................18
EXHIBIT INDEX.................................................................19



                                      -2-
<PAGE>


                             PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.


                           INDEPENDENT ACCOUNTANTS' REPORT



Board of Directors and Members
CE Generation, LLC

We have reviewed the accompanying  consolidated  balance sheet of CE Generation,
LLC  and  subsidiaries  (the  "Company")  as of June 30  2003,  and the  related
consolidated  statements of operations  and other  comprehensive  income for the
three-month  and  six-month  periods  ended June 30, 2003 and 2002,  and of cash
flows for the  six-month  periods  ended June 30, 2003 and 2002.  These  interim
financial statements are the responsibility of the Company's management.

We  conducted  our  reviews 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
and 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 reviews, we are not aware of any material modifications that should
be made to such  consolidated  interim  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 as of December 31, 2002, 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 24,
2003  (January 29, 2003 as to Note 12) 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, 2002 is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.

As discussed in Note 2 to the  consolidated  financial  statements,  in 2003 the
Company changed its accounting policy for asset retirement obligations.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
Omaha, Nebraska
July 30, 2003 (August 5, 2003 as to Note 6)

                                      -3-
<PAGE>

                              CE GENERATION, LLC AND SUBSIDIARIES
                                  CONSOLIDATED BALANCE SHEETS
                                        (In thousands)

<TABLE>
<CAPTION>
                                                                                                        AS OF
                                                                                             ----------------------------
                                                                                               JUNE 30,     DECEMBER 31,
                                                                                                 2003            2002
                                                                                             -----------    -------------
                                                                                              (UNAUDITED)
                                                                ASSETS
<S>                                                                                           <C>            <C>
Current assets:
  Cash and cash equivalents.............................................................      $   44,369     $   43,706
  Restricted cash.......................................................................          13,561         60,238
  Trade accounts receivable, net........................................................          62,967         62,138
  Trade accounts receivable from affiliate..............................................           2,016          1,416
  Prepaid expenses and other current assets.............................................           6,302          9,943
  Inventories...........................................................................          24,055         25,049
  Due from affiliates...................................................................             781              -
                                                                                              ----------     ----------
    Total current assets................................................................         154,051        202,490
                                                                                              -----------    -----------
Restricted cash.........................................................................          10,693         14,299
Properties, plants, contracts and equipment, net........................................       1,201,972      1,234,408
Goodwill................................................................................         265,897        265,897
Note receivable from related party......................................................         137,086        137,789
Deferred financing charges and other assets.............................................           9,345         10,153
                                                                                              ----------     ----------
TOTAL ASSETS............................................................................      $1,779,044     $1,865,036
                                                                                              ==========     ==========

                                                    LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
  Accounts payable......................................................................      $    3,166     $      667
  Accrued interest......................................................................           3,241          3,382
  Interest rate swap liability..........................................................          20,377         21,023
  Other accrued liabilities.............................................................          33,377         36,551
  Income tax payable....................................................................           2,792              -
  Due to affiliates.....................................................................               -            406
  Current portion of long-term debt.....................................................          76,973         86,656
                                                                                              ----------     -----------
    Total current liabilities...........................................................         139,926        148,685
                                                                                              ----------     -----------
Project loans...........................................................................         111,523        122,573
Salton Sea notes and bonds..............................................................         448,296        463,591
Senior secured bonds....................................................................         331,100        338,400
Deferred income taxes...................................................................         249,735        248,033
Other long-term liabilities.............................................................           7,750          1,480
                                                                                              ----------     ----------
  Total liabilities.....................................................................       1,288,330      1,322,762
                                                                                              ----------     ----------

Minority interest.......................................................................          50,510         52,379

Commitments and contingencies (Notes 4 and 5)

Members' equity.........................................................................         449,845        499,748
Accumulated other comprehensive loss....................................................          (9,641)        (9,853)
                                                                                              ----------     ----------
  Total members' equity.................................................................         440,204        489,895
                                                                                              ----------     ----------
TOTAL LIABILITIES AND MEMBERS' EQUITY...................................................      $1,779,044     $1,865,036
                                                                                              ==========     ==========
</TABLE>

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

                                      -4-
<PAGE>


                       CE GENERATION, LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                         AND OTHER COMPREHENSIVE INCOME
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                        THREE MONTHS                SIX MONTHS
                                                                       ENDED JUNE 30,             ENDED JUNE 30,
                                                                    --------------------      ----------------------
                                                                       2003         2002         2003         2002
                                                                    ---------    ---------    ---------    ---------
                                                                                       (UNAUDITED)
<S>                                                                 <C>          <C>          <C>          <C>
REVENUE:
  Operating revenue .............................................   $ 123,405    $ 114,697    $ 245,410    $ 239,942
  Interest and other income .....................................         550        2,800        1,273        4,965
                                                                    ---------    ---------    ---------    ---------
    Total revenue ...............................................     123,955      117,497      246,683      244,907
                                                                    ---------    ---------    ---------    ---------
COSTS AND EXPENSES:
  Fuel ..........................................................      30,242       30,116       63,705       59,269
  Plant operations ..............................................      32,735       34,508       64,954       65,661
  General and administrative ....................................         811        1,644        2,115        2,769
  Depreciation and amortization .................................      21,626       21,606       42,783       42,414
  Interest expense ..............................................      17,886       19,613       35,910       39,158
                                                                    ---------    ---------    ---------    ---------
    Total costs and expenses ....................................     103,300      107,487      209,467      209,271
                                                                    ---------    ---------    ---------    ---------
INCOME BEFORE PROVISION FOR INCOME TAXES ........................      20,655       10,010       37,216       35,636
  Provision for income taxes ....................................       5,140        2,451        9,135        8,409
                                                                    ---------    ---------    ---------    ---------
INCOME BEFORE MINORITY INTEREST .................................      15,515        7,559       28,081       27,227
  Minority interest .............................................       4,772        4,361       10,517        9,687
                                                                    ---------    ---------    ---------    ---------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE      10,743        3,198       17,564       17,540
  Cumulative effect of change in accounting
    principle, net of tax (Note 2) ..............................           -            -       (2,467)           -
                                                                    ---------    ---------    ---------    ---------
NET INCOME ......................................................   $  10,743    $   3,198    $  15,097    $  17,540
                                                                    =========    =========    =========    =========

OTHER COMPREHENSIVE INCOME:
  Unrealized gain (loss) on cash flow hedges, net of tax ........        (570)      (1,609)         212         (418)
                                                                    ---------    ---------    ---------    ---------
COMPREHENSIVE INCOME ............................................   $  10,173    $   1,589    $  15,309    $  17,122
                                                                    =========    =========    =========    =========
</TABLE>

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

                                      -5-
<PAGE>


                       CE GENERATION, LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>


                                                                                            SIX MONTHS
                                                                                          ENDED JUNE 30,
                                                                                     ---------------------
                                                                                       2003         2002
                                                                                     --------     --------
                                                                                          (UNAUDITED)

<S>                                                                                  <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income .....................................................................   $ 15,097    $  17,540
  Adjustments to reconcile net income to net cash flows from operating activities:
  Cumulative effect of change in accounting principle, net of tax ................      2,467            -
    Depreciation and amortization ................................................     42,783       42,414
    Provision for deferred income taxes ..........................................      3,236       15,939
    Distributions to minority interest in excess of income .......................     (2,193)      (3,140)
    Other ........................................................................      8,533       (2,121)
    Changes in other items:
      Trade accounts receivable, net .............................................     (1,429)      55,819
      Due to/from affiliates .....................................................     (1,187)         307
      Accounts payable and other accrued liabilities .............................      2,254      (16,395)
      Inventories ................................................................        994          956
                                                                                     --------    ---------
        Net cash flows from operating activities .................................     70,555      111,319
                                                                                     --------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures, net of warranty settlement ...............................    (11,847)     (19,908)
  Decrease in restricted cash ....................................................      3,606        1,084
                                                                                     --------    ---------
    Net cash flows from investing activities .....................................     (8,241)     (18,824)
                                                                                     --------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of debt ..............................................................    (43,328)     (42,518)
  Distributions ..................................................................    (65,000)     (14,400)
  Decrease (increase) in restricted cash .........................................     46,677      (33,394)
                                                                                     --------    ---------
    Net cash flows from financing activities .....................................    (61,651)     (90,312)
                                                                                     --------    ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS ........................................        663        2,183
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .................................     43,706       34,870
                                                                                     --------    ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .......................................   $ 44,369    $  37,053
                                                                                     ========    =========

SUPPLEMENTAL DISCLOSURE:
  Interest paid ..................................................................   $ 34,523    $  37,960
                                                                                     ========    =========
  Income taxes paid ..............................................................   $    567    $     559
                                                                                     ========    =========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      -6-
<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 June 30, 2003 and the results of operations
for the  three-month  and six-month  periods ended June 30, 2003 and 2002 and of
cash flows for the six-month  periods ended June 30, 2003 and 2002.  The results
of operations for the three-month and six-month  periods ended June 30, 2003 are
not necessarily  indicative of the results to be expected for the full year.

The unaudited consolidated financial statements and notes thereto should be read
in  conjunction  with the audited  consolidated  financial  statements and notes
thereto  included in the Company's annual report on Form 10-K for the year ended
December 31, 2002.

Certain amounts in the prior year financial statements have been reclassified in
order to conform to current year presentation.  Such  reclassifications  did not
impact previously reported net income or members' equity.

2.   NEW ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2003, the Company adopted Statement of Financial Accounting
Standards No. 143,  "Accounting for Asset Retirement  Obligations" ("SFAS 143").
This statement  provides  accounting and disclosure  requirements for retirement
obligations   associated  with  long-lived  assets.  The  cumulative  effect  of
initially  applying this  statement was  recognized as a cumulative  effect of a
change in accounting  principle of $2.5 million,  net of tax of $1.6 million, as
of January 1, 2003.

The Company  identified  legal  retirement  obligations  related to landfill and
plant  abandonment  costs,  measured the obligations using an expected cash flow
approach and recorded  those  liabilities  pursuant to SFAS 143 as of January 1,
2003. The following  liabilities  reflect  amounts as if this statement had been
applied during all periods (in thousands):

                                          JUNE 30,     DECEMBER 31,
                                            2003            2002
                                          --------     -------------
                                                         (PROFORMA)
         Plant abandonment.............     $3,912         $3,798
         Landfill abandonment..........     $3,838         $3,663

Following  is a  reconciliation  of net income as  originally  reported  for the
three-month and six-month periods June 30, 2003 and 2002, to adjusted net income
as if this statement had been applied to all periods (in thousands):

<TABLE>
<CAPTION>
                                                                            THREE MONTHS               SIX MONTHS
                                                                           ENDED JUNE 30,            ENDED JUNE 30,
                                                                       ---------------------      --------------------
                                                                         2003         2002          2003         2002
                                                                       --------     --------      -------      -------
<S>                                                                     <C>          <C>          <C>          <C>
  Reported net income...............................................    $10,743      $ 3,198      $15,097      $17,540
  Accretion and amortization expense................................          -          163            -          326
  Cumulative effect of change in accounting principle...............          -            -        2,467            -
                                                                        -------     --------      -------      -------
  Adjusted net income...............................................    $10,743     $  3,035      $17,564      $17,214
                                                                        =======     ========      =======      =======
</TABLE>

                                      -7-
<PAGE>



The plant abandonment obligation had not been recorded prior to January 1, 2003.
The landfill abandonment  obligation had a previously recorded liability of $1.5
million at December 31, 2002.

3.   INTANGIBLE ASSETS

The  following  table  summarizes  the  acquired  intangible  assets,  which are
included in properties,  plants,  contracts and  equipment,  net, on the balance
sheet, as of June 30, 2003 and December 31, 2002 (in thousands):

<TABLE>
<CAPTION>

                                                            JUNE 30, 2003                       DECEMBER 31, 2002
                                               -------------------------------------  -----------------------------------
                                                   GROSS CARRYING       ACCUMULATED     GROSS CARRYING        ACCUMULATED
                                                       AMOUNT          AMORTIZATION         AMOUNT           AMORTIZATION
                                               -------------------     ------------   ----------------       ------------
<S>                                                  <C>                <C>               <C>                  <C>
         Amortized Intangible Assets:
         Power Purchase Contracts...........         $338,716           $212,236          $338,716             $203,685
         Patented Technology................           46,290             16,350            46,290               15,385
                                                     --------           --------          --------             --------
           Total............................         $385,006           $228,586          $385,006             $219,070
                                                     ========           ========          ========             ========
</TABLE>

Amortization  expense on acquired  intangible  assets was $4.8  million and $9.5
million  for  the  three-month  and  six-month  periods  ended  June  30,  2003,
respectively,  and  $4.6  million  and  $9.1  million  for the  three-month  and
six-month  periods  ended June 30, 2002,  respectively.  CE  Generation  expects
amortization  expense on acquired intangible assets to be $18.2 million for 2003
and $15.8 million for each of the five succeeding fiscal years.

4.   COMMITMENTS AND CONTINGENCIES

Edison and the California Power Exchange
----------------------------------------

Due to reduced  liquidity,  Southern  California Edison ("Edison") had failed to
pay approximately $119 million owed under the power Purchase Agreements with the
projects  indirectly  owned by the Company  located in the Imperial  Valley (the
"Imperial Valley  Projects")  (excluding the Salton Sea V and CE 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 CE Turbo  Projects) had established an allowance
for doubtful accounts of approximately $21 million as of December 31, 2001.

Pursuant to a  settlement  agreement,  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.

Edison has disputed a portion of the settlement  agreement and 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 CE 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 established an allowance
for doubtful accounts of approximately  $3.1 million and $2.7 million as of June
30, 2003 and December 31, 2002, respectively.

On March 25,  2002,  Salton  Sea II's 10  megawatt  ("MW")  turbine  went out of
service due to an uncontrollable  force event. Such  uncontrollable  force event
ended,  and Salton Sea II returned to service,  on  December  17,  2002.  Edison
failed  to  recognize  the  uncontrollable  force  event and as such did not pay
amounts otherwise due and owing and improperly  derated Salton Sea II from 15 MW
to 12.5 MW,  under the Salton Sea II Power  Purchase  Agreement.  On January 29,
2003,  Salton  Sea Power  Generation,  L.P.,  owner of Salton  Sea II,  served a
complaint on Edison for such unpaid amounts and to rescind such deration.

                                      -8-
<PAGE>

On June 11, 2003,  the Imperial  Valley  Projects  (excluding  the Salton Sea I,
Salton Sea V and CE Turbo  projects)  entered into a settlement  agreement  with
Edison.  The settlement,  which relates to the capacity bonus payment and Salton
Sea II uncontrollable force event disputes,  provides for an $800,000 settlement
payment  from  Edison,  payment of amounts  previously  withheld for the Unit II
deration and the recission of such deration. The amounts previously withheld for
the Unit II deration were received in the second  quarter of 2003.  The $800,000
settlement  payment  is  contingent  upon  approval  by  the  California  Public
Utilities Commission.

As a result of  uncertainties  related  to  Edison,  the  letter of credit  that
supported the debt service  reserve fund at Salton Sea Funding  Corporation  had
not been extended  beyond its then existing July 2004  expiration  date,  and as
such cash distributions were not available to CE Generation until the Salton Sea
Funding Corporation debt service reserve fund of approximately $65.4 million had
been  funded or the  letter of credit  had been  extended  beyond  its July 2004
expiration  date or  replaced.  As of  December  31,  2002,  the fund had a cash
balance of $46.3 million.

In May 2003,  the previous  $65.4 million  Salton Sea Funding  Corporation  debt
service  reserve letter of credit was replaced by a $32.7 million  TransAlta USA
Inc. ("TransAlta"),  a wholly owned subsidiary of TransAlta Corporation,  letter
of credit which expires on May 30, 2004, and a $32.7 million  MidAmerican Energy
Holdings Company ("MidAmerican") letter of credit which expires on June 6, 2006.

These new Salton Sea Funding  Corporation debt service reserve letters of credit
permitted the cash,  which was  previously  restricted,  to be included in funds
distributed to CE Generation on May 29, 2003. During the second quarter of 2003,
CE Generation distributed a total of $65.0 million to MidAmerican and TransAlta.

Stone & Webster
---------------

The Salton Sea V Project  was  constructed  by Stone & Webster,  Inc.  (formerly
Stone & Webster Engineering Corporation),  a wholly-owned subsidiary of the Shaw
Group  ("Stone & Webster"),  pursuant to a date  certain,  fixed-price,  turnkey
engineering,  procure,  construct and manage contract (the "Salton Sea V Project
EPC Contract").  On March 7, 2002, Salton Sea Power L.L.C. ("Salton Sea Power"),
the owner of the Salton Sea V Project,  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 Project pursuant to the Salton Sea
V Project  EPC  Contract.  The demand for  arbitration  did not include a stated
claim  amount.  On April 25,  2003,  Salton Sea Power  entered into a settlement
agreement  with Stone & Webster.  The Settlement  Agreement  resulted in a total
payment of $12.1 million from Stone & Webster in the second quarter 2003 and the
arbitration  was  dismissed.  The  settlement  was  recorded  as a $4.5  million
reduction of incremental  capital  expenditures and a $7.6 million  reduction of
incremental  operating  expenses related to legal,  other expenses and equipment
write-offs.

On November 25, 2002,  Vulcan/BN  Geothermal Power Company, Del Ranch, L.P., and
CE Turbo,  LLC  entered  into a  settlement  agreement,  related to the CE Turbo
Project,  with Stone & Webster.  The  Settlement  Agreement  resulted  in a $3.5
million payment from Stone & Webster.

Other Commitments and Contingencies
-----------------------------------

CE Generation's geothermal and cogeneration facilities are Qualifying Facilities
("QF") under the Public  Utility  Regulatory  Policies Act of 1978 ("PURPA") and
their  contracts  for  the  sale  of  electricity  are  subject  to  regulations
thereunder.  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 PURPA.  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.

The Power Resources Project, a 200 net MW natural gas-fired cogeneration project
owned by Power  Resources Ltd.  ("Power  Resources"),  an indirect  wholly-owned
subsidiary of CE  Generation,  is a QF under PURPA and sells  electricity to TXU
Generation  Company LP pursuant to a 15-year negotiated power purchase agreement

                                      -9-
<PAGE>

("the Power Resources  PPA"),  which provides for capacity and energy  payments.
Capacity  and energy  payments in 2003 are $3.7  million per month and 3.6 cents
per kilowatt hour,  respectively.  The Power  Resources PPA expires in September
2003. The Power  Resources  Project sells steam to ALON USA, LP ("ALON") under a
15-year  agreement  that also  expires in September  2003.  As long as the Power
Resources Project meets its supply obligations,  ALON is required to purchase at
least the minimum amount of steam per year required to allow the Power Resources
Project to maintain its QF status under PURPA.

On May 20, 2003,  Salton Sea Power LLC ("Salton Sea Power") entered into a Power
Sales  Agreement  (the  "Riverside  Power  Sales  Agreement")  with  the City of
Riverside,  California ("Riverside").  Under the terms of the agreement,  Salton
Sea  Power  will  sell up to 20 MW of  energy  generated  from  Salton  Sea V to
Riverside at $61 per MW hour ("MWh").  Sales under the agreement  commenced June
1, 2003 and will terminate May 31, 2013.

5.  RELATED PARTY TRANSACTIONS

On January 29, 2003,  TransAlta purchased El Paso Merchant Energy's ("EPME") 50%
interest in CE Generation.

Pursuant to a Transaction Agreement dated January 29, 2003, Salton Sea Power and
CE Turbo began  selling  power to a subsidiary of TransAlta on February 12, 2003
based on percentages of the Dow Jones SP-15 Index. Such agreement will expire on
October 31,  2003.  Sales under this  agreement  totaled  $2.9  million and $5.1
million  during the  three-month  and  six-month  periods  ended June 30,  2003,
respectively.

Sales to EPME totaled $0.9 million and $3.5 million during the  three-month  and
six-month periods ended June 30, 2002, respectively.

6.  SUBSEQUENT EVENT

On August 5, 2003, Power Resources  entered into a Tolling  Agreement with ONEOK
Energy Marketing and Trading  Company,  L.P.  ("ONEOK").  Under the terms of the
agreement,  Power  Resources will sell its electricity and capacity to ONEOK for
$1.75 per  kilowatt-month  plus a variable operating and maintenance fee of $.50
per MWh. In addition,  ONEOK will pay annual turbine start-up costs in an amount
equal to the greater of (i) $3,643 per turbine start-up,  (ii) $939,986 or (iii)
$140 per hour of operation during the year. The agreement  commences  October 1,
2003 and expires December 31, 2005.


                                      -10-
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

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

FORWARD-LOOKING STATEMENTS

From time to time, CE Generation may make forward-looking  statements within the
meaning of the federal securities laws that involve  judgments,  assumptions and
other uncertainties beyond the control of the Company or any of its subsidiaries
individually.  These  forward-looking  statements  may  include,  among  others,
statements  concerning  revenue and cost trends,  cost recovery,  cost reduction
strategies and anticipated outcomes, pricing strategies,  changes in the utility
industry,  planned  capital  expenditures,  financing  needs  and  availability,
statements  of  CE  Generation's   expectations,   beliefs,   future  plans  and
strategies, anticipated events or trends and similar comments concerning matters
that are not historical  facts.  These types of  forward-looking  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 Private Securities  Litigation Reform Act of 1995,
CE Generation has identified  important  factors that could cause actual results
to differ  materially  from those  expectations,  including  weather  effects on
revenues and other operating  uncertainties,  uncertainties relating to economic
and political conditions and uncertainties  regarding the impact of regulations,
changes in government  policy and  competition.  The Company does not assume any
responsibility to update forward-looking information contained herein.

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 Company's  Consolidated  Financial  Statements  included in the Company's
Annual  Report on Form 10-K for the year ended  December 31, 2002  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.

For additional  discussion of the Company's critical  accounting  policies,  see
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  included in the  Company's  Annual Report on Form 10-K for the year
ended December 31, 2002.

RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIODS ENDED JUNE 30, 2003 AND 2002

Operating  revenue  increased  $8.7  million or 7.6% to $123.4  million  for the
three-month  period ended June 30, 2003 from $114.7  million for the same period
in  2002.  The  increase  reflects  $10.0  million  due to  higher  rates at the
geothermal  projects located in the Imperial Valley in California (the "Imperial
Valley  Projects")  and $1.4  million  of lower  revenue  at the  company's  gas
facilities due to $5.0 million in lower revenue from decreased production,  as a
result of curtailment and  maintenance,  in the second quarter of 2003 partially
offset  by  $3.6  million  of  increased  energy  rates  at  the  Company's  gas
facilities.

Interest  and other  income  decreased  $2.2  million  to $0.6  million  for the
three-month  period ended June 30, 2003 from $2.8 million for the same period in
2002 due to the Salton Sea II Project business  interruption revenue in 2002 and
the sale of Saranac emission credits in 2002.

                                      -11-
<PAGE>

Fuel expenses increased $0.1 million to $30.2 million for the three-month period
ended June 30, 2003 from $30.1 million for the same period in 2002. The increase
was  primarily  due  to  increased  natural  gas  prices  at the  Company's  gas
facilities, partially offset by increased utility curtailment in 2003.

Plant operating  expenses,  which include operating,  maintenance,  resource and
other plant operating expenses,  decreased $1.8 million to $32.7 million for the
three-month period ended June 30, 2003 from $34.5 million for the same period in
2002.  The decrease was primarily due to the settlement of a warranty claim with
Stone &  Webster,  Inc.  ("Stone &  Webster").  The  settlement  included a $7.6
million  reimbursement of incremental operating expenses related to legal, other
expenses  and  equipment  write-offs.  This  decrease  was  partially  offset by
increased  legal and other  expenses  related to the  settlement of the warranty
claim and the timing of maintenance activities which were $0.9 million higher in
2003.

General and  administrative  expenses decreased $0.8 million to $0.8 million for
the three-month period ended June 30, 2003 from $1.6 million for the same period
in 2002.  These  costs  include  administrative  services  including  executive,
financial,  legal, tax and other corporate  functions.  The decrease in 2003 was
primarily  due to a reduction in legal costs  related to disputes  with Southern
California Edison ("Edison").

Depreciation  and  amortization  was $21.6 million for the  three-month  periods
ended June 30, 2003 and 2002.

Interest  expense  decreased  $1.7 million to $17.9 million for the  three-month
period ended June 30, 2003 from $19.6  million for the same period in 2002.  The
decrease is due to lower outstanding debt balances.

The  provision for income taxes  increased  $2.6 million to $5.1 million for the
three-month  period ended June 30, 2003 from $2.5 million for the same period in
2002. The effective tax rate was 24.9% and 24.5% in 2003 and 2002, respectively.

RESULTS OF OPERATIONS FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2003 AND 2002

Operating  revenue  increased  $5.5  million or 2.3% to $245.4  million  for the
six-month  period ended June 30, 2003 from $239.9 million for the same period in
2002.  The increase  reflects  $24.2 million due to higher rates at the Imperial
Valley Projects and $10.0 million due to increased energy rates at the Company's
gas facilities in 2003,  partially offset by the $21.0 million adjustment to the
Edison  provision at the Imperial  Valley  Projects in the first quarter of 2002
and $6.9 million in lower  revenue  from  decreased  production,  as a result of
curtailment and maintenance, in 2003.

Interest  and other  income  decreased  $3.7  million  to $1.3  million  for the
six-month  period  ended June 30, 2003 from $5.0  million for the same period in
2002 due to the interest earned in 2002 on past due Edison  amounts,  Salton Sea
II  Project  business  interruption  revenue  and the sale of  Saranac  emission
credits in 2002.

Fuel expenses  increased $4.4 million or 7.4% to $63.7 million for the six-month
period ended June 30, 2003 from $59.3  million for the same period in 2002.  The
increase was primarily due to increased  natural gas prices at the Company's gas
facilities.

Plant operating  expenses,  which include operating,  maintenance,  resource and
other plant operating expenses,  decreased $0.7 million to $65.0 million for the
six-month  period ended June 30, 2003 from $65.7  million for the same period in
2002.  The decrease was primarily due to the settlement of a warranty claim with
Stone & Webster and timing of maintenance activities.

General and  administrative  expenses decreased $0.7 million to $2.1 million for
the  six-month  period ended June 30, 2003 from $2.8 million for the same period
in 2002.  These  costs  include  administrative  services  including  executive,
financial,  legal, tax and other corporate  functions.  The decrease in 2003 was
due to a reduction in legal costs related to disputes with Edison.

                                      -12-
<PAGE>

Depreciation  and  amortization  increased $0.4 million to $42.8 million for the
six-month  period ended June 30, 2003 from $42.4  million for the same period in
2002.

Interest  expense  decreased  $3.3  million to $35.9  million for the  six-month
period ended June 30, 2003 from $39.2  million for the same period in 2002.  The
decrease is due to lower outstanding debt balances.

The  provision for income taxes  increased  $0.7 million to $9.1 million for the
six-month  period  ended June 30, 2003 from $8.4  million for the same period in
2002. The effective tax rate was 24.5% and 23.6% in 2003 and 2002, respectively.

The cumulative  effect of a change in accounting  principle in 2003 reflects the
Company's  adoption of  Statement  of Financial  Accounting  Standards  No. 143,
"Accounting  for Asset  Retirement  Obligations"  ("SFAS  143") as of January 1,
2003. The cumulative effect of initially  applying this statement was recognized
as a cumulative effect of a change in accounting  principle of $2.5 million, net
of tax of $1.6 million, as of January 1, 2003.

If CE  Generation  had adopted the policy as of January 1, 2002,  income  before
cumulative effect of change in accounting principle would have been $0.2 million
lower for the six-month period ended June 30, 2002 on a proforma basis.

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.
Pursuant to separate project financing agreements, the assets of each subsidiary
(excluding  Yuma) 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),  or (2) owning  direct
interests in the subsidiaries that own interests in the foregoing projects,  the
Saranac Project, a 240 net MW natural gas-fired  cogeneration  facility owned by
Saranac  Energy  Company,  Inc.,  an  indirect  wholly-owned  subsidiary  of  CE
Generation,  and the Power  Resources  Project,  a 200 net MW natural  gas-fired
cogeneration  project owned by Power  Resources  Ltd.  ("Power  Resources"),  an
indirect wholly-owned subsidiary of CE Generation.

CE  Generation  generated  cash flows from  operations  of $70.6 million for the
six-month  period ended June 30, 2003 compared with $111.3  million for the same
period in 2002.  The  decrease  was  primarily  due to the  receipt  of past due
balances from Edison in 2002 and changes in working capital in 2003.

Cash flow used in investing activities was $8.2 million for the six-month period
ended June 30, 2003 and included a $4.5 million reduction due to recoveries from
the Stone & Webster  settlement.  Cash used was $18.8  million for the six-month
period ended June 30, 2002.  Capital  expenditures are the primary  component of
investing activities.

Cash flow used in  financing  activities  was $61.7  million  for the  six-month
period ended June 30, 2003  compared  with $90.3  million for the same period in
2002. The changes in cash flows from financing  activities primarily reflect the
funding of debt service reserve accounts and timing of distributions.

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 CE Turbo  Projects)  for power  delivered  in the  fourth
quarter  2000  and the  first  quarter  2001.  Due to  Edison's  failure  to pay

                                      -13-
<PAGE>

contractual obligations,  the Imperial Valley Projects (excluding the Salton Sea
V and CE 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.

Edison 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 CE 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
established an allowance for doubtful accounts of approximately $3.1 million and
$2.7 million as of June 30, 2003 and December 31, 2002, respectively.

On March 25,  2002,  Salton  Sea II's 10  megawatt  ("MW")  turbine  went out of
service due to an uncontrollable  force event. Such  uncontrollable  force event
ended,  and Salton Sea II returned to service,  on  December  17,  2002.  Edison
failed  to  recognize  the  uncontrollable  force  event and as such did not pay
amounts otherwise due and owing and improperly  derated Salton Sea II from 15 MW
to 12.5 MW,  under the Salton Sea II Power  Purchase  Agreement.  On January 29,
2003,  Salton  Sea Power  Generation,  L.P.,  owner of Salton  Sea II,  served a
complaint on Edison for such unpaid amounts and to rescind such deration.

On June 11, 2003,  the Imperial  Valley  Projects  (excluding  the Salton Sea I,
Salton Sea V and CE Turbo  Projects)  entered into a settlement  agreement  with
Edison.  The settlement,  which relates to the capacity bonus payment and Salton
Sea II uncontrollable force event disputes,  provides for an $800,000 settlement
payment  from  Edison,  payment of amounts  previously  withheld for the Unit II
deration and the recission of such deration. The amounts previously withheld for
the Unit II deration were received in the second  quarter of 2003.  The $800,000
settlement  payment  is  contingent  upon  approval  by  the  California  Public
Utilities Commission.

As a result of  uncertainties  related  to  Edison,  the  letter of credit  that
supported the debt service  reserve fund at Salton Sea Funding  Corporation  had
not been extended  beyond its then existing July 2004  expiration  date,  and as
such cash distributions were not available to CE Generation until the Salton Sea
Funding Corporation debt service reserve fund of approximately $65.4 million had
been  funded or the  letter of credit  had been  extended  beyond  its July 2004
expiration  date or  replaced.  As of  December  31,  2002,  the fund had a cash
balance of $46.3 million.

In May 2003,  the previous  $65.4 million  Salton Sea Funding  Corporation  debt
service  reserve letter of credit was replaced by a $32.7 million  TransAlta USA
Inc. ("TransAlta"),  a wholly owned subsidiary of TransAlta Corporation,  letter
of credit  which  expires May 30, 2004 and a $32.7  million  MidAmerican  Energy
Holdings Company ("MidAmerican") letter of credit which expires June 6, 2006.

These new Salton Sea Funding  Corporation debt service reserve letters of credit
permitted the cash,  which was  previously  restricted,  to be included in funds
distributed to CE Generation on May 29, 2003. During the second quarter of 2003,
CE Generation distributed a total of $65.0 million to MidAmerican and TransAlta.

Stone & Webster
---------------

The Salton Sea V Project was constructed by Stone & Webster,  pursuant to a date
certain,  fixed-price,  turnkey  engineering,   procure,  construct  and  manage
contract (the "Salton Sea V Project EPC Contract"). On March 7, 2002, Salton Sea
Power L.L.C. ("Salton Sea Power"), the owner of the Salton Sea V Project,  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
Project  pursuant  to the  Salton  Sea V Project  EPC  Contract.  The demand for
arbitration did not include a stated claim amount. On April 25, 2003, Salton Sea
Power entered into a settlement  agreement with Stone & Webster.  The Settlement
Agreement  resulted in a total  payment of $12.1 million from Stone & Webster in

                                      -14-
<PAGE>

the second quarter 2003 and the  arbitration  was dismissed.  The settlement was
recorded as a $4.5 million reduction of incremental  capital  expenditures and a
$7.6 million reduction of incremental operating expenses related to legal, other
expenses and equipment write-offs.

The CE Turbo  Project  was  constructed  by Stone & Webster,  pursuant to a date
certain,  fixed-price,  turnkey  engineering,   procure,  construct  and  manage
contract  (the "CE Turbo  Project EPC  Contract").  On March 7, 2002,  Vulcan/BN
Geothermal Power Company,  Del Ranch,  L.P., and CE Turbo LLC, the owners of the
CE Turbo  Project,  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
CE Turbo Project pursuant to the CE Turbo Project's EPC Contract.

On November 25, 2002,  Vulcan/BN  Geothermal Power Company, Del Ranch, L.P., and
CE Turbo,  LLC  entered  into a  settlement  agreement,  related to the CE Turbo
Project,  with Stone & Webster.  The  Settlement  Agreement  resulted  in a $3.5
million payment from Stone & Webster.

The Power  Resources  Project is a Qualifying  Facility  ("QF") under the Public
Utility  Regulatory  Policies Act of 1978 ("PURPA") and sells electricity to TXU
Generation  Company LP pursuant to a 15 year negotiated power purchase agreement
("the Power Resources  PPA"),  which provides for capacity and energy  payments.
Capacity and energy  payments,  in 2003 are $3.7 million per month and 3.6 cents
per  kilowatt  ("kW") hour,  respectively.  The Power  Resources  PPA expires in
September 2003. The Power Resources Project sells steam to ALON USA, LP ("ALON")
under a 15-year  agreement  that also expires in September  2003. As long as the
Power  Resources  Project  meets its supply  obligations,  ALON is  required  to
purchase  at least the  minimum  amount of steam per year  required to allow the
Power Resources Project to maintain its QF status under PURPA.

On August 5, 2003, Power  Resources  Ltd.  ("Power  Resources")  entered  into a
Tolling  Agreement  with  ONEOK  Energy  Marketing  and  Trading  Company,  L.P.
("ONEOK").  Under  the terms of the  agreement,  Power  Resources  will sell its
electricity  and  capacity  to ONEOK  for  $1.75 per  kW-month  plus a  variable
operating and  maintenance fee of $.50 per MW hour ("MWh").  In addition,  ONEOK
will pay annual turbine  start-up costs in an amount equal to the greater of (i)
$3,643 per turbine  start-up,  (ii) $939,986 or (iii) $140 per hour of operation
during the year. The agreement  commences  October 1, 2003 and expires  December
31, 2005.

On May 20, 2003,  Salton Sea Power LLC ("Salton Sea Power") entered into a Power
Sales Agreement with the City of Riverside, California ("Riverside").  Under the
terms  of the  agreement,  Salton  Sea  Power  will  sell up to 20 MW of  energy
generated  from  Salton  Sea V to  Riverside  at $61 per MWh.  Sales  under  the
agreement commenced June 1, 2003 and will terminate May 31, 2013.

RELATED PARTY TRANSACTIONS

On January 29, 2003,  TransAlta purchased El Paso Merchant Energy's ("EPME") 50%
interest in CE Generation.

Pursuant to a Transaction Agreement dated January 29, 2003, Salton Sea Power and
CE Turbo LLC began  selling  power to a subsidiary  of TransAlta on February 12,
2003 based on  percentages  of the Dow Jones SP-15 Index.  Such  agreement  will
expire on October 31, 2003. Sales under this agreement  totaled $2.9 million and
$5.1 million  during the  three-month  and  six-month  periods June 30, 2003 and
2002, respectively.

Sales to EPME totaled $0.9 million and $3.5 million during the  three-month  and
six-month periods ended June 30, 2002, respectively.

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, 2002 other than as
discussed in this "Liquidity and Capital Resources" section.

                                      -15-
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

For  quantitative  and  qualitative  disclosures  about market risk affecting CE
Generation,  see Item 7A "Qualitative and Quantitative  Disclosures About Market
Risk" of CE Generation's  Annual Report on Form 10-K for the year ended December
31, 2002.  CE  Generation's  exposure to market risk has not changed  materially
since December 31, 2002.

ITEM 4.  CONTROLS AND PROCEDURES.

An evaluation was performed under the supervision and with the  participation of
the  Company's  management,  including  its chief  executive  officer  and chief
financial  officer,  regarding the  effectiveness of the design and operation of
the Company's  disclosure  controls and procedures (as defined in Rule 13a-15(e)
promulgated  under the  Securities  and Exchange Act of 1934,  as amended) as of
June 30, 2003. Based on that evaluation, the Company's management, including the
chief  executive  officer  and  chief  financial  officer,  concluded  that  the
Company's disclosure controls and procedures were effective.  There have been no
significant  changes in the Company's internal controls or in other factors that
could significantly affect internal controls.


                                      -16-
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

See Note 4 to the financial statements and discussion in management's discussion
and analysis.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

Not applicable.

ITEM 3.  DEFAULTS UPON 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:

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

(B)      REPORTS ON FORM 8-K:

         None.



                                      -17-
<PAGE>


                                   SIGNATURES


Pursuant to the requirements 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.



                                                CE GENERATION, LLC
                                                ------------------
                                                   (Registrant)




Date:  August 7, 2003                          /s/  Wayne F. Irmiter
                                        -----------------------------------
                                                   Wayne F. Irmiter
                                             Vice President & Controller


                                      -18-
<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                   Description of Exhibit
-----------                   ----------------------

    10.1     Tolling Agreement, dated August 5, 2003, between Power Resources,
             Ltd. and ONEOK Energy Marketing and Trading Company, L.P.

    31.1     Chief Executive Officer's  Certificate  Pursuant to Section 302 of
             the Sarbanes-Oxley Act of 2002.

    31.2     Chief Accounting Officer's Certificate Pursuant to Section 302 of
             the Sarbanes-Oxley Act of 2002.

    32.1     Chief Executive Officer's Certificate Pursuant to Section 906 of
             the Sarbanes-Oxley Act of 2002.

    32.2     Chief Accounting Officer's Certificate Pursuant to Section 906 of
             the Sarbanes-Oxley Act of 2002.



                                      -19-