SecProbe.io

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Mail Stop 0308

      May 13, 2005

VIA U.S. MAIL AND FACSIMILE

Mr. Wayne F. Irmiter
Vice President and Controller
Salton Sea Funding Corporation
302 S. 36th Street, Suite 400
Omaha, Nebraska 68131

	RE:	Form 10-K for the Year Ended December 31, 2004
      File No. 33-95538

Dear Mr. Irmiter:

		We have reviewed your filing and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Year Ended December 31, 2004

General

1. Unless otherwise indicated, where a comment below requests
additional disclosures or other revisions to be made, please
include
the additional disclosures and revisions in your future annual and
quarterly filings, as applicable.

Item 1.  Business
General, page 4

2. Please consider including an organization chart reflecting the
ownership of Funding Corporation and the Guarantors indicating the
types of legal entities, ownership percentages and general
partners,
where applicable.  Please tell us the owners of and their
ownership
interests in Fish Lake Power LLC, Salton Sea Power LLC, CE Salton
Sea, Inc., San Felipe Energy Company, Conejo Energy Company,
Niguel
Energy Company and VPC Geothermal LLC.  Please also tell us the
ownership interest of CalEnergy Operating Corp., Niguel, San
Felipe
and Conejo in Elmore, Leathers and Del Ranch.  In addition, please
tell us the ownership interest of Vulcan Power Company and VPC
Geothermal LLC in Vulcan/BN Geothermal Power Company.

Zinc Recovery Project and Minerals Assets, page 7

3. We note your use of the terms "extractable mineral", "mineral
reserves" and "mineral assets" in your filing.  Please be advised
that these terms are only permitted in filings if you have proven
or
probable reserves as defined in Industry Guide 7.  Since you have
not
disclosed any quantities of proven or probable reserves, please
remove all references to "reserves" throughout your document or
tell
us why a revision is unnecessary.

Item 6.  Selected Financial Data, page 11

4. We note that total revenue, net income (loss), total assets and
total stockholder`s equity of Funding Corporation and total assets
and total guarantors` equity of Partnership Guarantors as of and
for
the most recent year presented do not agree to the financial
statements included in the filing.  Please advise or revise.

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
Results of Operations for the Years Ended December 2004 and 2003,
page 15

5. Please provide an analysis and discussion of the changes in
interest income and expense and the effective tax rates of Funding
Corporation for the periods presented.

6. In each circumstance where you identify a significant change
between periods in key financial data or indicators, please
provide
an analysis and discussion of the underlying business reasons for
the
change.  For example, explain why:
* Depreciation and amortization of the Salton Sea Guarantors
decreased;
* Maintenance of Partnership Guarantors increased; and
* Energy tax credits and percentage depletion increased.

Results of Operations for the Years Ended December 2003 and 2002,
page 16

7. Please explain to us how the Salton Sea and Partnership
Guarantors
account for disputed revenues as a result of uncontrollable force
events and related adjustments to their allowances for doubtful
accounts.  Please also explain to us how you account for bad debt
provisions and recoveries unrelated to uncontrollable force
events.

8. In circumstances where you describe more than one reason for a
significant change between periods in key financial data or
indicators, please quantify the incremental impact of each
individual
item on the overall change.  For example, please quantify the
impact
of:
* lower production and higher average rates on revenues and
operating
income of the Salton Sea and Partnership Guarantors;
* lower brine pond and legal expenses and the increase in repair
costs associated with uncontrollable force events; and
* the changes in salvage value assumptions of the Salton Sea and
Partnership Guarantors and higher depreciation of the Salton Sea
Guarantors.

9. Please discuss the change in accounting principle to adopt SFAS
142 in 2002 and the effects of its adoption on the loss from
continuing operations of the Salton Sea Guarantors.

10. Please disclose the aggregate amount of business interruption
insurance recoveries and the line item in the statements of
operations that includes the recoveries in the notes to the
financial
statements of the Salton Sea Guarantors as required by EITF 01-13.
Please tell us whether the Guarantors realized any other business
interruption insurance recoveries, and the amounts thereof, during
the periods presented.

Liquidity and Capital Resources, page 19

11. Please provide a more insightful analysis of the trends and
variability in cash flows for each of the periods presented and an
evaluation of the ability of Funding Corporation and the
Guarantors
to meet their cash requirements over both the short and long term.
In that regard, consider including a discussion, to the extent
material, of:
* trends in cash flows generated by operations and the reasons for
the variability in accounts receivable and other operating assets
and
liabilities to the extent necessary for investors to ascertain the
likelihood that past performance is indicative of future
performance;
* the relative significance of cash management policies on cash
flows
from investing activities and the variability in amounts payable
to
and receivable from affiliates and their importance to liquidity;
* existence and timing of commitments for capital expenditures
and/or
expected changes in capital expenditures; and
* other known and reasonably expected cash requirements, such as
those related to discontinued operations.
Please refer to SEC Release No. 33-8350.

Contractual Obligations and Commercial Commitments, page 21

12. We note that Funding Corporation maintains an inventory of
geothermal property leases to support the Salton Sea and
Partnership
projects.  Please explain to us why the contractual payment
obligations of Funding Corporation and/or the Guarantors during
the
term of the geothermal property leases are not disclosed in the
table.  See Item 303(a)(5) of Regulation S-K.  If the contractual
obligations are variable and unknown, they may be excluded from
the
table provided the nature of obligations and other appropriate
information, such as the amounts paid during the periods presented
and estimates of future variability, is disclosed in a footnote to
the table.  In addition, please tell us what consideration you
gave
to disclosing information related to geothermal property leases in
a
manner similar to operating lease disclosures required by
paragraph
16 of SFAS 13 in the notes to financial statements of Funding
Corporation and/or the Guarantors.

13. Please tell us whether Funding Corporation and/or the
Guarantors
have entered into obligations to purchase goods and services under
agreements that are enforceable and legally binding.  If so,
please
disclose the purchase obligations in accordance with Item 303(5)
of
Regulation S-K.

Critical Accounting Policies, page 19

14. Please provide a more insightful, quantified analysis about
the
uncertainties associated with the methods, assumptions and
estimates
underlying critical accounting measurements.  For example,
accounts
receivable collectability and impairment of long-lived assets are
cited as critical accounting policies.  However, it is not clear
what
the effect of significant changes in estimates would have on the
financial statements of Funding Corporation and/or the Guarantors.
In addition, discuss to the extent material, how accurate your
estimates and assumptions have been in the past and whether the
estimates are reasonably likely to change in the future.  Please
refer to SEC Release No. 33-8350.

Item 8.  Financial Statements and Supplementary Data
General

15. Every issuer of a registered security that is guaranteed and
every guarantor of a registered security must file the financial
statements required by Rule 3-10 of Regulation S-X. We have the
following comments regarding the form and content of the financial
statements included in your Annual Report.

a. Please tell us your basis for filing combined financial
statements
for the Salton Sea and Partnership Guarantors.  If you have relied
on
one of the exceptions of the general rule of paragraph (a)(1) of
Rule
3-10 of Regulation S-X, please tell us the exception you relied
upon
and explain to us in detail why you comply with the conditions in
the
exception.

b. Please tell us why you present condensed combining financial
information in the notes to financial statements of the
Partnership
Guarantors and not in the notes to financial statements of the
Salton
Sea Guarantors.

c. Please tell us your basis for including the assets and
liabilities
of the Salton Sea IV project, as opposed to the financial
statements
of Fish Lake, in the combined financial statements of the Salton
Sea
Guarantors.  Further, please tell us your basis for including the
proportionate share of the partnerships in which CEOC, VPC, CE
Turbo
and CalEnergy Minerals have an undivided interest in each asset
and
are proportionately liable for their share of the liabilities, as
opposed to the financial statements of the limited partnership
guarantors, in the combined financial statements of the
Partnership
Guarantors.  Refer to EITF 00-1.

d.	We note that the form of the Partnership and Royalty
guarantees
are limited to available cash flows.  It appears that these
limitations on the form of the guarantees violate the exception
provided by Rule 3-10(b) - (g) which requires a full and
unconditional guarantee for guarantors seeking to avoid the
general
rule of Regulation S-X 3-10(a)(1) requiring a full set of
financial
statements for each guarantor.  Please explain to us why these
limitations on your Partnership and Royalty guarantees do not
violate
the notion of  "full" and "unconditional".

16. Please confirm to us, if true, that all current assets and
liabilities in excess of 5% of total current assets or
liabilities,
as applicable, are separately stated in the balance sheets or in
the
notes to the financial statements of the Guarantors.  Otherwise,
please state separately the amounts in excess of 5% of total
current
assets and liabilities for each period presented either on the
face
or in the notes to the financial statements as required by Rules
5-
02(9) and (20) of Regulation S-X.

17. We note that you have not disclosed information about asset
retirement obligations in the financial statements of the Salton
Sea
and Partnership Guarantors.  Please confirm to us, if true, that
you
do not have a legal obligation associated with the retirement of
the
geothermal power plants or the zinc recovery project.  Otherwise,
please disclose the information required by paragraph 22 of SFAS
143.

18. Please tell us if the power purchase and sales agreements of
the
Salton Sea and Partnership Guarantors permit net settlement as
described in paragraphs 9(a) and 57(c)(1) of SFAS 133.  Please
also
tell us and disclose how the Salton Sea and Partnership Guarantors
recognize revenue associated with fixed or scheduled price periods
and variable price periods of their power sales agreements.
Please
refer to EITF 91-6 and EITF 96-17.

19. Please tell us the cost and accumulated depreciation and
amortization of long-lived assets and goodwill on a push-down
basis
that were written-off by each Salton Sea and Partnership
guarantors
as a result of the decision to cease the operations of the zinc
recovery project.  Please explain to us in detail why long-lived
assets, including mineral reserves and goodwill of guarantors
other
than CalEnergy Minerals qualify as a component of an entity for
reporting in discontinued operations.  See paragraph 41 of SFAS
144.
Please provide to us a detailed description of mineral reserves
written-off and tell us whether they were proven reserves or
probable
(indicated) reserves and why, and your basis for initially
recording
the mineral reserves.  Please refer to Industry Guide 7.  In
addition, please tell us the amortization (or depletion) policies
and
methods for the mineral assets of the Salton Sea and Partnership
Guarantors.  If you assigned an indefinite life to any mineral
reserves, please explain to us your basis for doing so.

20. Please tell us whether the Salton Sea and Partnership
Guarantors
accounted for impairment of the long-lived assets of the zinc
recovery project as assets held for sale or as abandoned and how
the
fair value or salvage value of the assets was determined.  In that
regard, tell us, as applicable:
* the estimated fair value of the assets, the estimated costs to
sell
the assets and the items included therein together with their
amounts, or the estimated salvage value of the assets and the
items
and their amounts included therein;
* how you treated decommissioning costs in your estimates, the
amount
of estimated decommissioning costs and whether you reduced the
carrying amount of the assets to an amount below zero or recorded
a
liability; and
* when you ceased operations and whether you revised the estimated
useful lives of depreciable and amortizable assets while the
assets
were in use after management`s decision to cease operations.

21. Please disclose the amount of tax-related balances due to or
from
affiliates in the financial statements of Funding Corporation and
the
Partnership Guarantors for each period presented as required by
paragraph 49(a) of SFAS 109.  Please tell us if there were any
changes in the method of allocating tax expense or benefits during
the years presented.

22. Please disclose selected quarterly financial data of Funding
Corporation and the Guarantors in accordance with Item 302 of
Regulation S-K.

23. We understand that outstanding bonds are secured by the
capital
stock of certain subsidiaries of CE Generation.  Please tell us
whether those subsidiaries are Guarantors included in the combined
financial statements of the Salton Sea and Partnership Guarantors.
If not, tell us whether the financial statements of the
subsidiaries
of CE Generation whose securities secure the bonds are required to
be
filed pursuant to Rule 3-16 of Regulation S-X.  In doing so,
please
provide your calculations to us.  See paragraph (b) of Rule 3-16.

Salton Sea Funding Corporation
Financial Statements
Statements of Operations, page 27

24. Please tell us your basis in GAAP for classifying your share
of
the cumulative effect of the change in accounting principal of the
Salton Sea Guarantors in a manner similar to an extraordinary
item.
Please refer to paragraph 19(d) of APB 18 and paragraph 20 of APB
20.

Notes to Financial Statements
General

Note 2.  Summary of Significant Accounting Policies
Investment in Guarantors, page 31

25. You disclose that Funding Corporation owns a 1% interest in
each
of the Guarantors.  However, this statement does not appear to be
consistent with the various disclosures relating to ownership of
the
Guarantors thr