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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




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FORM 10-K/A

(Amendment No. 1)




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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,
    2003
|                                           
|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
(§ 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

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

The aggregate market value of the voting and
non-voting common equity held by non-affiliates as of
January 31, 2003, the last business day of the
registrants most recently completed second fiscal quarter,
cannot be determined because there is no market for the
registrants shares.

As of October 15, 2003, 27,644,567 shares of
the registrants common stock were outstanding.



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TABLE OF CONTENTS



|              |                                                                          |  |  |  |  |  |  | 
|------------- | ------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART IV      
|              | Item 15.Exhibits, Financial Statement Schedules and Reports on Form 8-K.
|SIGNATURES   
|EXHIBIT 10.20
|EXHIBIT 10.21
|EXHIBIT 10.22
|EXHIBIT 10.23
|EXHIBIT 31.3 
|EXHIBIT 31.4 



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EXPLANATORY NOTE


This Amendment
No. 1 on Form 10-K/A is being filed solely to file an
amended Exhibits 10.20, 10.21, 10.22 and 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 this Amendment No. 1 only
Item 15 of Part IV. The remainder of the information
contained in the original filing is not amended hereby.

PART IV






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

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

|                                                                                                          |  |      
|--------------------------------------------------------------------------------------------------------- |  | -----
|                                                                                                          |  | Page*
|                                                                                                          |  |      
|Report of Ernst & Young LLP, independent
    auditors                                                     |  | F-1  
|Consolidated statements of income for the three
    years in the period ended July 31, 2003               |  | F-2  
|Consolidated balance sheets at July 31, 2002
    and 2003                                                 |  | F-3  
|Consolidated statements of shareholders
    equity for the three years in the period ended July 31, 2003 |  | F-4  
|Consolidated statements of cash flows for the
    three years in the period ended July 31, 2003           |  | F-5  
|Notes to consolidated financial statements                                                                |  | F-6  



---

* Page references refer to pages
in the original filing.


(a)(2) Financial Statement Schedules

All schedules are omitted as the required
information is inapplicable or the information is presented in
the consolidated financial statements or related notes.

(b) Reports on Form 8-K.

We filed a Current Report on Form 8-K on
June 17, 2003, reporting our operating results for the
three and nine months ended April 30, 2003.

(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(3)                                                                                                                                                         
|Material Contracts Relating to Management
    Compensation Plans or Arrangements
|                                                                                 | 10.1 |                  |  | Employment Agreement dated January 1, 2000,
    between Commonwealth Energy Corporation and Ian B. Carter, as
    modified by an Addendum to Employment Agreement dated as of
    November 1, 2000(1)                
|                                                                                 | 10.2 |                  |  | Employment Agreement dated November 1, 2000,
    between Commonwealth Energy Corporation and Richard L. Paulsen(2)                                                                                                   
|                                                                                 | 10.3 |                  |  | Employment Agreement dated November 1, 2000,
    between Commonwealth Energy Corporation and James L. Oliver(2)                                                                                                      
|                                                                                 | 10.4 |                  |  | Employment Agreement dated November 1, 2000,
    between Commonwealth Energy Corporation and John A. Barthrop(2)                                                                                                     
|                                                                                 | 10.5 |                  |  | Commonwealth Energy Corporation 1999 Equity
    Incentive Plan(4)                                                                                                                                                    
|                                                                                 | 10.6 |                  |  | Employment Letter dated December 7, 2001 for
    Linda Guckert*                                                                                                                                                      
|                                                                                 | 10.7 |                  |  | Employment Agreement dated between Commonwealth
    Energy Corporation and Michael G. Nelson*                                                                                                                        

1



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|                         |       |                  |  |                                                                                                                                                                                                                   
|------------------------ | ----- | ---------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit                  |       |                 
|Number                   |       | Title of Exhibit
|                         |       |                 
|Other Material Contracts
|                         | 10.8  |                  |  | 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) 
|                         | 10.9  |                  |  | PECO Energy Company Confirmation Agreement dated
    January 30, 2001(1)                                                                                                                                          
|                         | 10.10 |                  |  | Exelon Generation Company, LLC Confirmation
    Agreement dated May 13, 2001(1)                                                                                                                                   
|                         | 10.11 |                  |  | 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)
|                         | 10.12 |                  |  | 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)                     
|                         | 10.13 |                  |  | Amendment Number 6 to lease by and between
    Warner/ Redhill Associates and Frederick Michael Bloom(2)                                                                                                          
|                         | 10.14 |                  |  | Second Amendment to the Limited Liability Company
    Agreement of Summit Energy Ventures, LLC(6)                                                                                                                 
|                         | 10.15 |                  |  | Commonwealth Energy Corporation Summary of Rights
    to Purchase Preferred Stock(6)                                                                                                                              
|                         | 10.16 |                  |  | Master Power Purchase Agreement dated
    May 16, 2002 between Commonwealth Energy Corporation and
    Reliant Energy Services, Inc.(7)                                                                          
|                         | 10.17 |                  |  | Confirmation of Transaction between Commonwealth
    Energy Corporation and DTE Energy Trading, Inc. dated
    July 25, 2002(7)                                                                                  
|                         | 10.18 |                  |  | Confirmation of Multi-Block Electric Power
    Transaction between Commonwealth Energy Corporation and
    TransAlta Energy Marketing (U.S.) Inc. dated March 1,
    2002(7)                                     
|                         | 10.19 |                  |  | Lease Agreement dated August 9, 2002,
    between Commonwealth Energy Corporation and Cherry Tree
    Investors, L.P.(7)                                                                                          
|                         | 10.20 |                  |  | Exelon Generation Company, LLC Confirmation
    Agreement dated July 22, 2003                                                                                                                                    
|                         | 10.21 |                  |  | Exelon Generation Company, LLC Confirmation
    Agreement dated July 22, 2003                                                                                                                                    
|                         | 10.22 |                  |  | Confirmation of Transaction between Commonwealth
    Energy Corporation and DTE Trading, Inc. dated March 24,
    2003                                                                                           
|                         | 10.23 |                  |  | Confirmation of Transaction between Commonwealth
    Energy Corporation and DTE Trading, Inc. dated July 24,
2003                                                                                                
|                         | 14.1  |                  |  | Commonwealth Energy Corporation Code of Business
    Conduct*                                                                                                                                                     
|                         | 21.1  |                  |  | Subsidiaries of the Registrant(1)                                                                                                                                                                                 
|                         | 23.1  |                  |  | Consent of Ernst & Young, LLP,
    independent auditors*                                                                                                                                                          
|                         | 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                                                                  
|                         | 32.4  |                  |  | Certification of Chief Financial Officer of
Commonwealth Energy Corporation pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934                                                                  
|                         | 32.1  |                  |  | 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*                
|                         | 32.2  |                  |  | 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 Form 10/ A filed with the
    Securities and Exchange Commission on November 14, 2001
    (File No. 000-33069).               

2



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|    |                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | This exhibit is incorporated herein by reference
    to Commonwealth Energy Corporations form 10-Q for the
    quarterly period ended January 31, 2003.                                                                 
|   
|(4) | This exhibit is incorporated by reference to
    Commonwealth Energy Corporations Registration Statement on
    Form S-8 (File No. 333-109552) filed with the
    Securities and Exchange Commission on October 8, 2003.
|   
|(5) | Each of these exhibits is incorporated by
    reference to Commonwealth Energy Form 10-Q filed with the
    Securities and Exchange Commission on December 17, 2001
    (File No. 000-33069).                            
|   
|(6) | Each of these exhibits is incorporated by
    reference to Commonwealth Energy Form 10/ A filed with the
    Securities and Exchange Commission on April 3, 2002 (File
    No. 000-33069).                               
|   
|(7) | Each of these exhibits is incorporated by
    reference to Commonwealth Energy Corporations
    Form 10-K for the year ended July 31, 2002 filed with
    the Securities and Exchange Commission on October 29, 2002.   



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

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 16, 2004 |  | COMMONWEALTH ENERGY CORPORATION
|                      |  | By:                             |  | /s/ IAN B. CARTER                                               
|                      |  |                                 |  |                                                                 
|                      |  |                                 |  | Ian B. Carter                                                   
|                      |  |                                 |  | Chairman of the Board, President
    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(3)                                                                                                                                                         
|Material Contracts Relating to Management
    Compensation Plans or Arrangements
|                                                                                 | 10.1  |                  |  | Employment Agreement dated January 1, 2000,
    between Commonwealth Energy Corporation and Ian B. Carter, as
    modified by an Addendum to Employment Agreement dated as of
    November 1, 2000(1)                
|                                                                                 | 10.2  |                  |  | Employment Agreement dated November 1, 2000,
    between Commonwealth Energy Corporation and Richard L. Paulsen(2)                                                                                                   
|                                                                                 | 10.3  |                  |  | Employment Agreement dated November 1, 2000,
    between Commonwealth Energy Corporation and James L. Oliver(2)                                                                                                      
|                                                                                 | 10.4  |                  |  | Employment Agreement dated November 1, 2000,
    between Commonwealth Energy Corporation and John A. Barthrop(2)                                                                                                     
|                                                                                 | 10.5  |                  |  | Commonwealth Energy Corporation 1999 Equity
    Incentive Plan(4)                                                                                                                                                    
|                                                                                 | 10.6  |                  |  | Employment Letter dated December 7, 2001 for
    Linda Guckert*                                                                                                                                                      
|                                                                                 | 10.7  |                  |  | Employment Agreement dated between Commonwealth
    Energy Corporation and Michael G. Nelson*                                                                                                                        
|Other Material Contracts                                                        
|                                                                                 | 10.8  |                  |  | 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)    
|                                                                                 | 10.9  |                  |  | PECO Energy Company Confirmation Agreement dated
    January 30, 2001(1)                                                                                                                                             
|                                                                                 | 10.10 |                  |  | Exelon Generation Company, LLC Confirmation
    Agreement dated May 13, 2001(1)                                                                                                                                      
|                                                                                 | 10.11 |                  |  | 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)   
|                                                                                 | 10.12 |                  |  | 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)                        
|                                                                                 | 10.13 |                  |  | Amendment Number 6 to lease by and between
    Warner/ Redhill Associates and Frederick Michael Bloom(2)                                                                                                             
|                                                                                 | 10.14 |                  |  | Second Amendment to the Limited Liability Company
    Agreement of Summit Energy Ventures, LLC(6)                                                                                                                    
|                                                                                 | 10.15 |                  |  | Commonwealth Energy Corporation Summary of Rights
    to Purchase Preferred Stock(6)                                                                                                                                 
|                                                                                 | 10.16 |                  |  | Master Power Purchase Agreement dated
    May 16, 2002 between Commonwealth Energy Corporation and
    Reliant Energy Services, Inc.(7)                                                                             
|                                                                                 | 10.17 |                  |  | Confirmation of Transaction between Commonwealth
    Energy Corporation and DTE Energy Trading, Inc. dated
    July 25, 2002(7)                                                                                     
|                                                                                 | 10.18 |                  |  | Confirmation of Multi-Block Electric Power
    Transaction between Commonwealth Energy Corporation and
    TransAlta Energy Marketing (U.S.) Inc. dated March 1,
    2002(7)                                        



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|        |       |                  |  |                                                                                                                                                                                                   
|------- | ----- | ---------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |                 
|Number  |       | Title of Exhibit
|        |       |                 
|        | 10.19 |                  |  | Lease Agreement dated August 9, 2002,
    between Commonwealth Energy Corporation and Cherry Tree
    Investors, L.P.(7)                                                                          
|        | 10.20 |                  |  | Exelon Generation Company, LLC Confirmation
    Agreement dated July 22, 2003                                                                                                                    
|        | 10.21 |                  |  | Exelon Generation Company, LLC Confirmation
    Agreement dated July 22, 2003                                                                                                                    
|        | 10.22 |                  |  | Confirmation of Transaction between Commonwealth
    Energy Corporation and DTE Trading, Inc. dated March 24,
    2003                                                                           
|        | 10.23 |                  |  | Confirmation of Transaction between Commonwealth
    Energy Corporation and DTE Trading, Inc. dated July 24,
2003                                                                                
|        | 14.1  |                  |  | Commonwealth Energy Corporation Code of Business
    Conduct                                                                                                                                      
|        | 21.1  |                  |  | Subsidiaries of the Registrant(1)                                                                                                                                                                 
|        | 23.1  |                  |  | Consent of Ernst & Young, LLP,
    independent auditors*                                                                                                                                          
|        | 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                                                  
|        | 32.1  |                  |  | 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*
|        | 32.2  |                  |  | 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 Form 10/ A filed with the
    Securities and Exchange Commission on November 14, 2001
    (File No. 000-33069).                           
|   
|(3) | This exhibit is incorporated herein by reference
    to Commonwealth Energy Corporations form 10-Q for the
    quarterly period ended January 31, 2003.                                                                 
|   
|(4) | This exhibit is incorporated by reference to
    Commonwealth Energy Corporations Registration Statement on
    Form S-8 (File No. 333-109552) filed with the
    Securities and Exchange Commission on October 8, 2003.
|   
|(5) | Each of these exhibits is incorporated by
    reference to Commonwealth Energy Form 10-Q filed with the
    Securities and Exchange Commission on December 17, 2001
    (File No. 000-33069).                            
|   
|(6) | Each of these exhibits is incorporated by
    reference to Commonwealth Energy Form 10/ A filed with the
    Securities and Exchange Commission on April 3, 2002 (File
    No. 000-33069).                               
|   
|(7) | Each of these exhibits is incorporated by
    reference to Commonwealth Energy Corporations
    Form 10-K for the year ended July 31, 2002 filed with
    the Securities and Exchange Commission on October 29, 2002.   
|   
|*   | Previously filed with the original filing.                                                                                                                                                                               
|   
|   | 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.