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                           SCHEDULE 14A INFORMATION
          Proxy Statement Pursuant to Section 14(a) of the Securities
                             Exchange Act of 1934

Filed by the Registrant  [ ]

Filed by a Party other than the Registrant  [X]

Check the appropriate box:
     [ ]  Preliminary Proxy Statement
     [ ]  Definitive Proxy Statement
     [X]  Definitive Additional Materials
     [ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                              MAGMA POWER COMPANY
               (Name of Registrant as Specified in its Charter)

                        CALIFORNIA ENERGY COMPANY, INC.
                         CE ACQUISITION COMPANY, INC.
                    (Name of Person Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):
     [ ]  $125  per  Exchange Act  Rule  0-11(c)(1)(ii), 14a-6(i)(1),  or 14a-
          6(i)(2).
     [X]  $500 per each party to the controversy pursuant to Exchange Act Rule
          14a-6(i)(3).
     [ ]  Fee computed on  table below per Exchange Act  Rules 14a-6(i)(4) and
          0-11.

          (1)  Title of each class of securities to which transaction applies:



          (2)  Aggregate number of securities to which transaction applies:



          (3)  Per  unit  price  or  other  underlying  value  of  transaction
               computed pursuant to Exchange Act Rule 0-11:



          (4)  Proposed maximum aggregate value of transaction:



     [ ]  Check box if any part of  the fee is offset as provided by  Exchange
          Act Rule 0-11(a)(2) and identify the filing for which the offsetting
          fee  was  paid  previously.     Identify  the  previous  filing   by
          registration number, or  the form or  schedule and  the date of  its
          filing.

          (1)  Amount previously paid:



          (2)  Form, schedule or registration statement no.:



          (3)  Filing party:





          (4)  Date filed:



































































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                                   IMPORTANT

                        PLEASE VOTE THE GREEN CARD TODAY


Dear Fellow Magma Stockholder:

     Seven  weeks have passed since California  Energy Company, Inc. (New York
Stock Exchange  Symbol: CE) ("CECI")  proposed to acquire  all the outstanding
shares of  Magma Power Company ("Magma")  at a significant premium  to market.
Since  that date,  Magma has refused  to enter  into any negotiations  with us
regarding our proposal--but they have adopted a Poison Pill, enacted lucrative
Golden Parachutes and  eliminated the right of stockholders  to act by written
consent.

     We are requesting  the support of stockholders to call  a Special Meeting
in  order to  proceed with our  proposed acquisition  of Magma for  $38.50 per
share. By signing, dating and promptly returning the enclosed GREEN  card, you
will be exercising one  of your few remaining rights  to let the company  know
that you, not management, are Magma's true owners.

                 THE DEADLINE FOR RETURNING THE GREEN CARD IS
                           FRIDAY, DECEMBER 2, 1994.

     Unless  Magma has  signed  a definitive  merger  agreement  with CECI  by
December 2, 1994, or stockholders have returned GREEN cards sufficient to call
a Special  Meeting, we  intend to  terminate our  Offer and  solicitation--and
analysts have warned that the stock price could plummet to the pre-offer level
of $27.50.

     As you  know, on  September 19,  1994 CECI  proposed to  acquire all  the
outstanding shares of Magma and ON  OCTOBER 21, 1994 CECI INCREASED ITS  OFFER
TO $38.50 PER SHARE, consisting of  $28.50 in cash and $10 in CECI  stock. Our
price of $38.50 per share represents an $11 per share, or 40% premium over the
closing trading  price on September  19th. This  price represents CECI's  best
offer  and we  believe it  fully  and fairly  values all  of  Magma's existing
operational, construction and development projects. Moreover, CECI believes it
is  uniquely positioned to provide Magma  stockholders this full value because
of the significant synergies and cost savings which we expect to result from a
consolidation of the businesses.

     CECI's position is simple:

- -    We are offering $38.50 per share in  value to Magma stockholders compared
     to a pre-offer price of $27.50, a premium of $11 per share, or 40%. Magma
     has  not produced  any  alternative to  deliver comparable  value  to its
     stockholders.

- -    Our offer is not subject to any significant contingencies. First, we have
     full, committed financing in place to complete our offer--$500 million of
     bank  financing  and over  $300  million of  cash  on our  balance sheet.
     Second, our Board and largest shareholder, Peter Kiewit Sons', Inc. which
     owns 43% of CECI, have already approved the acquisition.

- -    We propose that  Magma enter into  a merger  agreement that provides  all
     stockholders with  the same consideration of $38.50 per share, consisting
     of $28.50 per share in cash and $10 per share in CECI stock. Our  current
     two-step offer followed Magma's  refusal to negotiate and  their adoption
     of anti-takeover provisions which we believe are not in the best interest
     of Magma's stockholders.

- -    We  have   extended  our  tender   offer  and  special   meeting  request
     solicitation  to December  2, 1994,  which will result  in Magma  and its
     financial  advisors having had over 11 weeks to present to stockholders a
     viable alternative that provides more value than our fully-financed


































































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     $38.50 per share Offer.

- -    We have put our best offer on the table and intend to withdraw our $38.50
     per share acquisition proposal  if Magma does not sign a merger agreement
     with CECI  or if Magma stockholders  fail to sign sufficient  requests to
     call a Special Meeting by December 2, 1994.

- -    Analysts have warned that  Magma's share price could plummet  back to the
     pre-offer $27.50 trading level if we withdraw our $38.50 per share offer.

- -    CECI believes the combined companies will be better positioned to compete
     effectively in  the increasingly  competitive IPP  industry as  we expand
     globally and go "head to head" with larger, foreign competitors.

- -    CECI's management team is highly capable and has  demonstrated success in
     developing and  constructing projects  and in  closing the financing  for
     international  projects.  In 1994,  CECI  closed financing  and commenced
     construction on two (2) Philippine projects aggregating 300 MW.

- -    Since  our  initial offer,  CECI  has  been award  450  MW of  additional
     projects in the Philippines (100 MW Casecnan Project)  and Indonesia (350
     MW Bali Project)--while Magma has announced the loss of its 150 MW Karaha
     project in Indonesia.

- -    Peter  Kiewit  Sons', Inc.,  a  $2.2  billion  construction,  mining  and
     telecommunications company (which  has been  in the turnkey  construction
     business  since  1884)  is  a  joint  venture  partner  on  international
     projects.   Kiewit's   strong  balance   sheet,   extensive  construction
     experience and  international reputation are a significant asset to CECI.
     We encourage you to read the October 1994 cover story in  Forbes magazine
     indicating Forbes and  Warren Buffet,  one of  America's most  successful
     investors, believe Kiewit is one of the best run companies in America.

     If sufficient stockholder support is obtained to call  a Special Meeting,
we will  be following up  by mailing to you  a proxy statement  and proxy card
asking for your support  to expand the size of Magma's Board  and to elect new
directors  to the vacancies thereby created who  will be committed to entering
into negotiations for the sale of the company.

     We urge you to  SIGN, DATE and MAIL your GREEN request  card today. Thank
you.


                                        Sincerely,



                                        /s/ David L. Sokol
                                        David L. Sokol
                                        Chairman, President and
                                        Chief Executive Officer

November 4, 1994













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                   If you have questions or need assistance
                    in voting your GREEN card please contact:

                        Logo of MacKenzie Partners, Inc.
                               156 Fifth Avenue
                           New York, New York 10010
                        (212) 929-5500 (call collect)
                                      or
                        Call Toll Free (800) 322-2885




















































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                   VOTE "REQUEST" ON THE GREEN CARD TO CALL
                   THE SPECIAL MEETING OF MAGMA POWER COMPANY