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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




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FORM 10-K/A




(Amendment No. 2)







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(Mark One)

|                                            |  |                                                                                                 
|------------------------------------------- |  | ------------------------------------------------------------------------------------------------
|x                                           |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934    
|                                           
|For the fiscal year ended July 31,
    2002
|                                           
|or                                         
|                                           
|o                                           |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934
|                                           
|For the transition period from
    
    to 

Commission File Number: 000-33069

COMMONWEALTH ENERGY

CORPORATION


(Exact name of registrant as specified in its
charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|California                                                         |  | 33-0769555                              
|(State or other jurisdiction of
    incorporation or organization) |  | (I.R.S. Employer
    Identification No.)

15901 Red Hill Avenue, Suite 100, Tustin,
California 92780

(Address of principal executive offices) (Zip
Code)


Registrants telephone number, including
area code (714) 258-0470

Securities registered pursuant to
Section 12(b) of the Act: None

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

Common Stock


(Title of class)


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 at
least the past
90 days:     Yes x     No o

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of
Regulation S-K (Paragraph 229.405 of this Chapter) is
not contained herein, and will not be contained, to the best of
Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K.     o

As of October 18, 2002, 27,334,032 shares of
the registrants common stock were outstanding. There was
no market for the registrants shares at such date.



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|                 |  |  |  |  |  |  |  | 
|---------------- |  |  |  |  |  |  |  | 
|EXPLANATORY NOTE
|SIGNATURES      
|EXHIBIT 10.23   
|EXHIBIT 31.3    
|EXHIBIT 31.4    



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EXPLANATORY NOTE




This Amendment No. 2 on Form 10-K/A is
being filed solely to file an amended Exhibit 10.23 in
connection with the Registrants Application for
Confidential Treatment for certain portions thereof. In
accordance with Rule 12b-15 promulgated under the
Securities Exchange Act of 1934, as amended, the Registrant has
included in the Amendment No. 2 only Item 15 of
Part IV. The remainder of the information contained in the
original filing is not amended hereby.






|         |                                                           
|-------- | ----------------------------------------------------------
|Item 15. | Exhibits, Financial Statements and Reports
    on Form 8-K

(a)(1) Index to Consolidated Financial
Statements:

|                                                                                                          |  |       |     | 
|--------------------------------------------------------------------------------------------------------- |  | ----- | --- | 
|                                                                                                          |  | Page*
|                                                                                                          |  |      
|Report of Ernst & Young LLP, independent
    auditors                                                     |  |       | F-1 | 
|Consolidated balance sheets at July 31, 2001
    and 2002                                                 |  |       | F-2 | 
|Consolidated statements of operations for the
    three years in the period ended July 31, 2002           |  |       | F-3 | 
|Consolidated statements of shareholders
    equity for the three years in the period ended July 31, 2002 |  |       | F-4 | 
|Consolidated statements of cash flows for the
    three years in the period ended July 31, 2002           |  |       | F-5 | 
|Notes to consolidated financial statements                                                                |  |       | F-6 | 



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|  |                                                           
|- | ----------------------------------------------------------
|* | Page references refer to pages in the original
    filing.

(a)(2) Schedule II 
Valuation and Qualifying Accounts

All other schedules for which provision is made
in the applicable accounting regulations of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable and therefore have been omitted.

(b) Reports on Form 8-K.

No reports on Form 8-K were filed during the
fourth quarter of the fiscal year covered by this Report.

(c) Exhibits. The following exhibits
are attached hereto, as required by Item 601 of
Regulation S-K:

|                                                                                 |      |                  |  |                                                                                                                                                                                                                      
|-------------------------------------------------------------------------------- | ---- | ---------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit                                                                          |      |                 
|Number                                                                           |      | Title of Exhibit
|                                                                                 |      |                 
|                                                                                 | 3.1  |                  |  | Articles of Incorporation of Commonwealth Energy
    Corporation dated August 14, 1997 and filed with the
    Secretary of State of the State of California on August 15,
    1997(1)                                
|                                                                                 | 3.2  |                  |  | Certificate of Amendment of Articles of
    Incorporation of Commonwealth Energy Corporation dated
    December 31, 1998 and filed with the Secretary of State of
    the State of California on February 19, 1999(1)
|                                                                                 | 3.3  |                  |  | Certificate of Determination of Commonwealth
    Energy Corporation dated September 22, 1997 and filed with
    the Secretary of State of California on March 13, 1998(2)                                            
|                                                                                 | 3.4  |                  |  | Bylaws of Commonwealth Energy Corporation, as
    amended*                                                                                                                                                           
|Material Contracts Relating to Management
    Compensation Plans or Arrangements
|                                                                                 | 10.1 |                  |  | Severance Agreement dated June 1, 2000,
    among Commonwealth Energy Corporation, electricAmerica, Inc. and
    Frederick M. Bloom(1)                                                                               
|                                                                                 | 10.2 |                  |  | Employment Agreement dated January 1, 2000,
    between Commonwealth Energy Corporation and Ian Carter, as
    modified by an Addendum to Employment Agreement dated as of
    November 1, 2000(1)                   
|                                                                                 | 10.3 |                  |  | Employment Agreement dated November 1, 2000,
    between Commonwealth Energy Corporation and Richard Paulsen(2)                                                                                                      

1



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|                         |       |                  |  |                                                                                                                                                                                                                   
|------------------------ | ----- | ---------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit                  |       |                 
|Number                   |       | Title of Exhibit
|                         |       |                 
|                         | 10.4  |                  |  | Employment Agreement dated November 1, 2000,
    between Commonwealth Energy Corporation and James Oliver(2)                                                                                                      
|                         | 10.5  |                  |  | Employment Agreement dated November 1, 2000,
    between Commonwealth Energy Corporation and John Barthrop(2)                                                                                                     
|                         | 10.6  |                  |  | Commonwealth Energy Corporation 1999 Equity
    Incentive Plan for Employees(1)                                                                                                                                   
|                         | 10.7  |                  |  | Change of Control Agreement dated
    November 1, 2000 between Commonwealth Energy Corporation
    and Scott A. Petterson*                                                                                        
|Other Material Contracts
|                         | 10.8  |                  |  | Power Purchase Agreement dated July 27,
    1999, between Commonwealth Energy Corporation and Calpine Power
    Services Company(3)                                                                               
|                         | 10.9  |                  |  | First Amendment to Power Purchase Agreement dated
    as of July 29, 1999(3)                                                                                                                                      
|                         | 10.10 |                  |  | Second Amendment to Power Purchase Agreement
    dated as of May 28, 1999, between Commonwealth Energy
    Corporation and Calpine Power Services Company(4)                                                      
|                         | 10.11 |                  |  | Loan and Security Agreement dated June 28,
    2000 between Commonwealth Energy Corporation, electricAmerica,
    Inc. and electric.com, Inc. and Coast Business Credit(1)                                        
|                         | 10.12 |                  |  | Warrant dated June 28, 2000, issued by
    Commonwealth Energy Corporation in favor of Coast Business
    Credit(1)                                                                                               
|                         | 10.13 |                  |  | Limited Liability Company Agreement of Summit
    Energy Ventures, LLC, as amended by the First Amendment to the
    Limited Liability Company Agreement of Summit Energy Ventures,
    LLC, dated August 2001(2) 
|                         | 10.14 |                  |  | PECO Energy Company Confirmation Agreement dated
    January 30, 2001(1)                                                                                                                                          
|                         | 10.15 |                  |  | Exelon Generation Company, LLC Confirmation
    Agreement dated May 13, 2001(1)                                                                                                                                   
|                         | 10.16 |                  |  | Standard Office Lease  Gross dated
    July 1, 1997, for property located at 15941 Redhill Avenue,
    Suite 200, Tustin, California, together with Rules and
    Regulations and Work Letter attached thereto(1)
|                         | 10.17 |                  |  | Standard Sublease Dated November 12, 1998,
    Between Kurt Busch And Commonwealth Energy Corporation, For
    Property Located At 15991 Redhill Avenue, Suite 200,
    Tustin, California(1)                     
|                         | 10.18 |                  |  | Amendment Number 6 to lease by and between
    Warner/ Redhill Associates and Frederick Michael Bloom(2)                                                                                                          
|                         | 10.19 |                  |  | Commonwealth vs. Bloom Settlement Agreement Terms
    dated August 10, 2001(5)                                                                                                                                    
|                         | 10.20 |                  |  | Second Amendment to the Limited Liability Company
    Agreement of Summit Energy Ventures, LLC(4)                                                                                                                 
|                         | 10.21 |                  |  | Commonwealth Energy Corporation Summary of Rights
    to Purchase Preferred Stock(4)                                                                                                                              
|                         | 10.22 |                  |  | Confirmation Letter dated May 23, 2002
    between Commonwealth Energy Corporation and Reliant Energy
    Services, Inc.*                                                                                        
|                         | 10.23 |                  |  | Confirmation of Transaction between Commonwealth
    Energy Corporation and DTE Energy Trading, Inc. dated
    July 25, 2002                                                                                     
|                         | 10.24 |                  |  | Confirmation of Multi-Block Electric Power
    Transaction between Commonwealth Energy Corporation and
    TransAlta Energy Marketing (U.S.) Inc. dated March 1,
    2002*                                       
|                         | 10.25 |                  |  | Lease Agreement dated August 9, 2002,
    between Commonwealth Energy Corporation and Cherry Tree
    Investors, L.P.*                                                                                            
|                         | 21.1  |                  |  | Subsidiaries of the Registrant(1)                                                                                                                                                                                 
|                         | 31.1  |                  |  | Certification of Chief Executive Officer of
    Commonwealth Energy Corporation pursuant to Rule 13a-14(a)
    under the Securities Exchange Act of 1934*                                                         




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|        |      |                  |  |                                                                                                                                                                                                   
|------- | ---- | ---------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |                 
|Number  |      | Title of Exhibit
|        |      |                 
|        | 31.2 |                  |  | Certification of Chief Financial Officer of
    Commonwealth Energy Corporation pursuant to Rule 13a-14(a)
    under the Securities Exchange Act of 1934*                                         
|        | 31.3 |                  |  | Certification of Chief Executive Officer of
    Commonwealth Energy Corporation, Pursuant to Rule 13a-14(a)
    under the Securities Exchange Act of 1934                                         
|        | 31.4 |                  |  | Certification of Chief Financial Officer of
    Commonwealth Energy Corporation, Pursuant to Rule 13a-14(a)
    under the Securities Exchange Act of 1934                                         
|        | 99.1 |                  |  | Certification of Chief Executive Officer of
    Commonwealth Energy Corporation, Pursuant to 18 U.S.C.
    Section 1350, as Adopted Pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002*
|        | 99.2 |                  |  | Certification of Chief Financial Officer of
    Commonwealth Energy Corporation, Pursuant to 18 U.S.C.
    Section 1350, as Adopted Pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002*









|    |                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Each of these exhibits is incorporated herein by
    reference to Commonwealth Energy Corporations Form 10
    filed with the Securities and Exchange Commission on
    August 9, 2001 (File No. 000-33069).
|   
|(2) | Each of these exhibits is incorporated by
    reference to Commonwealth Energys Form 10/A filed
    with the Securities and Exchange Commission on November 14,
    2001 (File No. 000-33069).              
|   
|(3) | Each of these exhibits is incorporated by
    reference to Commonwealth Energy Corporations
    Form 10/A filed with the Securities and Exchange Commission
    on June 10, 2002.                           
|   
|(4) | Each of these exhibits is incorporated by
    reference to Commonwealth Energys Form 10/A filed
    with the Securities and Exchange Commission on April 10,
    2002 (File No. 000-33069).                 
|   
|(5) | Each of these exhibits is incorporated by
    reference to Commonwealth Energys Form 10-Q filed
    with the Securities and Exchange Commission on December 17,
    2001 (File No. 000-33069).              



|  |                                                                                                                                                                                                                                    
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Confidential treatment is being sought with
    respect to certain portions of this agreement. Such portions
    have been omitted from this filing and have been filed
    separately with the Securities and Exchange Commission.



|  |                                           
|- | ------------------------------------------
|* | previously filed with the original filing.

3



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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.




|                      |  |                                                                                     |  | 
|--------------------- |  | ----------------------------------------------------------------------------------- |  | 
|                     
|Dated: March 23, 2004 |  | COMMONWEALTH ENERGY CORPORATION                                                    
|                      |  | By: /s/ IAN B. CARTERIan B. CarterChairman of the Board and Chief Executive Officer




4



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EXHIBIT INDEX

|                                                                                 |       |                  |  |                                                                                                                                                                                                                      
|-------------------------------------------------------------------------------- | ----- | ---------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit                                                                          |       |                 
|Number                                                                           |       | Title of Exhibit
|                                                                                 |       |                 
|                                                                                 | 3.1   |                  |  | Articles of Incorporation of Commonwealth Energy
    Corporation dated August 14, 1997 and filed with the
    Secretary of State of the State of California on August 15,
    1997(1)                                
|                                                                                 | 3.2   |                  |  | Certificate of Amendment of Articles of
    Incorporation of Commonwealth Energy Corporation dated
    December 31, 1998 and filed with the Secretary of State of
    the State of California on February 19, 1999(1)
|                                                                                 | 3.3   |                  |  | Certificate of Determination of Commonwealth
    Energy Corporation dated September 22, 1997 and filed with
    the Secretary of State of California on March 13, 1998(2)                                            
|                                                                                 | 3.4   |                  |  | Bylaws of Commonwealth Energy Corporation, as
    amended.*                                                                                                                                                          
|Material Contracts Relating to Management
    Compensation Plans or Arrangements
|                                                                                 | 10.1  |                  |  | Severance Agreement dated June 1, 2000,
    among Commonwealth Energy Corporation, electricAmerica, Inc. and
    Frederick M. Bloom(1)                                                                               
|                                                                                 | 10.2  |                  |  | Employment Agreement dated January 1, 2000,
    between Commonwealth Energy Corporation and Ian Carter, as
    modified by an Addendum to Employment Agreement dated as of
    November 1, 2000(1)                   
|                                                                                 | 10.3  |                  |  | Employment Agreement dated November 1, 2000,
    between Commonwealth Energy Corporation and Richard Paulsen(2)                                                                                                      
|                                                                                 | 10.4  |                  |  | Employment Agreement dated November 1, 2000,
    between Commonwealth Energy Corporation and James Oliver(2)                                                                                                         
|                                                                                 | 10.5  |                  |  | Employment Agreement dated November 1, 2000,
    between Commonwealth Energy Corporation and John Barthrop(2)                                                                                                        
|                                                                                 | 10.6  |                  |  | Commonwealth Energy Corporation 1999 Equity
    Incentive Plan for Employees(1)                                                                                                                                      
|                                                                                 | 10.7  |                  |  | Change of Control Agreement dated
    November 1, 2000 between Commonwealth Energy Corporation
    and Scott A. Petterson.*                                                                                          
|Other Material Contracts                                                        
|                                                                                 | 10.8  |                  |  | Power Purchase Agreement dated July 27,
    1999, between Commonwealth Energy Corporation and Calpine Power
    Services Company(3)                                                                                  
|                                                                                 | 10.9  |                  |  | First Amendment to Power Purchase Agreement dated
    as of July 29, 1999(3)                                                                                                                                         
|                                                                                 | 10.10 |                  |  | Second Amendment to Power Purchase Agreement
    dated as of May 28, 1999, between Commonwealth Energy
    Corporation and Calpine Power Services Company(4)                                                         
|                                                                                 | 10.11 |                  |  | Loan and Security Agreement dated June 28,
    2000 between Commonwealth Energy Corporation, electricAmerica,
    Inc. and electric.com, Inc. and Coast Business Credit(1)                                           
|                                                                                 | 10.12 |                  |  | Warrant dated June 28, 2000, issued by
    Commonwealth Energy Corporation in favor of Coast Business
    Credit(1)                                                                                                  
|                                                                                 | 10.13 |                  |  | Limited Liability Company Agreement of Summit
    Energy Ventures, LLC, as amended by the First Amendment to the
    Limited Liability Company Agreement of Summit Energy Ventures,
    LLC, dated August 2001(2)    
|                                                                                 | 10.14 |                  |  | PECO Energy Company Confirmation Agreement dated
    January 30, 2001(1)                                                                                                                                             
|                                                                                 | 10.15 |                  |  | Exelon Generation Company, LLC Confirmation
    Agreement dated May 13, 2001(1)                                                                                                                                      
|                                                                                 | 10.16 |                  |  | Standard Office Lease  Gross dated
    July 1, 1997, for property located at 15941 Redhill Avenue,
    Suite 200, Tustin, California, together with Rules and
    Regulations and Work Letter attached thereto(1)   
|                                                                                 | 10.17 |                  |  | Standard Sublease Dated November 12, 1998,
    Between Kurt Busch And Commonwealth Energy Corporation, For
    Property Located At 15991 Redhill Avenue, Suite 200,
    Tustin, California(1)                        



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|        |       |                  |  |                                                                                                                                                                                                   
|------- | ----- | ---------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |                 
|Number  |       | Title of Exhibit
|        |       |                 
|        | 10.18 |                  |  | Amendment Number 6 to lease by and between
    Warner/ Redhill Associates and Frederick Michael Bloom(2)                                                                                          
|        | 10.19 |                  |  | Commonwealth vs. Bloom Settlement Agreement Terms
    dated August 10, 2001(5)                                                                                                                    
|        | 10.20 |                  |  | Second Amendment to the Limited Liability Company
    Agreement of Summit Energy Ventures, LLC(4)                                                                                                 
|        | 10.21 |                  |  | Commonwealth Energy Corporation Summary of Rights
    to Purchase Preferred Stock(4)                                                                                                              
|        | 10.22 |                  |  | Confirmation Letter dated May 23, 2002
    between Commonwealth Energy Corporation and Reliant Energy
    Services, Inc.*                                                                        
|        | 10.23 |                  |  | Confirmation of Transaction between Commonwealth
    Energy Corporation and DTE Energy Trading, Inc. dated
    July 25, 2002                                                                     
|        | 10.24 |                  |  | Confirmation of Multi-Block Electric Power
    Transaction between Commonwealth Energy Corporation and
    TransAlta Energy Marketing (U.S.) Inc. dated March 1,
    2002*                       
|        | 10.25 |                  |  | Lease Agreement dated August 9, 2002,
    between Commonwealth Energy Corporation and Cherry Tree
    Investors, L.P.*                                                                            
|        | 21.1  |                  |  | Subsidiaries of the Registrant(1)                                                                                                                                                                 
|        | 31.1  |                  |  | Certification of Chief Executive Officer of
    Commonwealth Energy Corporation pursuant to Rule 13a-14(a)
    under the Securities Exchange Act of 1934*                                         
|        | 31.2  |                  |  | Certification of Chief Financial Officer of
    Commonwealth Energy Corporation pursuant to Rule 13a-14(a)
    under the Securities Exchange Act of 1934*                                         
|        | 31.3  |                  |  | Certification of Chief Executive Officer of
    Commonwealth Energy Corporation, Pursuant to Rule 13a-14(a)
    under the Securities Exchange Act of 1934                                         
|        | 31.4  |                  |  | Certification of Chief Financial Officer of
    Commonwealth Energy Corporation, Pursuant to Rule 13a-14(a)
    under the Securities Exchange Act of 1934                                         
|        | 99.1  |                  |  | Certification of Chief Executive Officer of
    Commonwealth Energy Corporation, Pursuant to 18 U.S.C.
    Section 1350, as Adopted Pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002*
|        | 99.2  |                  |  | Certification of Chief Financial Officer of
    Commonwealth Energy Corporation, Pursuant to 18 U.S.C.
    Section 1350, as Adopted Pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002*









|    |                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Each of these exhibits is incorporated herein by
    reference to Commonwealth Energy Corporations Form 10
    filed with the Securities and Exchange Commission on
    August 9, 2001 (File No. 000-33069).
|   
|(2) | Each of these exhibits is incorporated by
    reference to Commonwealth Energys Form 10/A filed
    with the Securities and Exchange Commission on November 14,
    2001 (File No. 000-33069).              
|   
|(3) | Each of these exhibits is incorporated by
    reference to Commonwealth Energy Corporations
    Form 10/A filed with the Securities and Exchange Commission
    on June 10, 2002.                           
|   
|(4) | Each of these exhibits is incorporated by
    reference to Commonwealth Energys Form 10/A filed
    with the Securities and Exchange Commission on April 10,
    2002 (File No. 000-33069).                 
|   
|(5) | Each of these exhibits is incorporated by
    reference to Commonwealth Energys Form 10-Q filed
    with the Securities and Exchange Commission on December 17,
    2001 (File No. 000-33069).              



|  |                                                                                                                                                                                                                                    
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Confidential treatment is being sought with
    respect to certain portions of this agreement. Such portions
    have been omitted from this filing and have been filed
    separately with the Securities and Exchange Commission.



|  |                                           
|- | ------------------------------------------
|* | Previously filed with the original filing.