Exhibit 10.4
                                                            
                                                            
                       AMENDMENT NO. 1
                              
                           TO THE
                              
             RESTRICTED STOCK EXCHANGE AGREEMENT
                              
                           BETWEEN
                              
                   CALENERGY COMPANY, INC.
                              
    (formerly known as "CALIFORNIA ENERGY COMPANY, INC.")
                              
                             AND
                              
                       DAVID L. SOKOL
                              
                              
                              
          This Amendment No. 1 (the "Amendment") to the
Restricted Stock Exchange Agreement dated November 29, 1995
(the "Restricted Stock Agreement") between CalEnergy
Company, Inc., a Delaware corporateion (the "Company), and
David L. Sokol (the "Recipient"), is entered into as of
August 28, 1996.

          WHEREAS, the Company and the Recipient are
presently parties to the Restricted Stock Agreement; and

          WHEREAS, the Company and the Recipient desire to
amend the Restricted Stock Agreement as set forth herein;

          NOW, THEREFORE, the Company and the Recipient
hereby agree as follows:

          (1)  Vesting of Certain Shares.  Section 3(b) of the
               Restricted Stock Agreement notwithstanding, an an aggregate
               of 25,000 shares of Stock (as defined in the Restricted
               Stock Agreement) which otherwise would have vested in
               installments of 6,250 shares on the last day of each of
               August, September, October and November of the year 2000,
               shall instead vest on the date hereof.

          (2)  No Other Changes.  Except as provided herein and to the
               extent necessary to give full effect to the provisions of
               this Amendment, the terms of the Restricted Stock Agreement
               shall remain in full force and effect.

          IN WITNESS WHEREOF, the parties hereto have
entered into this Amendment effective as of August 28, 1996.

                         CALENERGY COMPANY, INC.


                         By:  s/s Steven A. McArthur
     
                              Name:     Steven A. McArthur
                              Title:    Senior Vice President


                         RECIPIENT



                           s/s David L.Sokol
                         David L. Sokol
                                                            
                                                            
                                                            
                       AMENDMENT NO. 2
                              
                           TO THE
                              
             RESTRICTED STOCK EXCHANGE AGREEMENT
                              
                           BETWEEN
                              
                   CALENERGY COMPANY, INC.
                              
                             AND
                              
                       DAVID L. SOKOL
                              
                              
                              
          This Amendment No. 2 (the "Amendment") to the
Restricted Stock Exchange Agreement dated November 29, 1995,
as amended on August 28, 1996 (the "Agreement") by and
between CalEnergy Company, Inc., a Delaware corporation (the
"Company), and David L. Sokol (the "Recipient"), is entered
into as of April 16, 1997.

          WHEREAS, the Company and the Recipient are
presently parties to the Agreement; and

          WHEREAS, the Company and the Recipient desire to
amend the Agreement as set forth herein;

          NOW, THEREFORE, the Agreement is hereby amended as
follows:

Company and the Recipient hereby agree as follows:

          (3)  Section 3(b) of the Agreement notwithstanding, all the
               remaining shares of Common Stock covered by the Agreement
               which have not yet vested shall vest as of the date of this
               Amendment, except for 75,000 shares, which shall all vest on
               January 1, 1998, subject to earlier vesting as provided in
               the Agreement.

Except  as  provided herein and to the extent  necessary  to
     give  full  effect to the provisions of this Amendment,
     the  terms  of the Restricted Stock Exchange  Agreement
     shall remain in full force and effect.
          
          

          IN WITNESS WHEREOF, the parties hereto have
entered into this Amendment effective as of April 16, 1997.

                         CALENERGY COMPANY, INC.


                         By:  s/s Steven A. McArthur
     
                              Name:     Steven A. McArthur
                              Title:    Senior Vice President


                         RECIPIENT


                           s/s David L. Sokol
                               David L. Sokol