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CORRESP
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      CE Generation Correspondence 08022005

      August
        2,
        2005

      VIA
        EDGAR
        AND FACSIMILE

      Mr.
        Michael Moran

      Branch
        Chief

      Division
        of Corporation Finance

      Securities
        and Exchange Commission

      100
        Fifth
        Street, N.E.

      Washington,
        D.C. 20549

      RE:  CE
        Generation, LLC

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

          Form
        10-Q for
        the Quarterly Period Ended March 31, 2005

          File
        No.
        333-89521

      Dear
        Mr.
        Moran:

      This
        correspondence is being filed as our response to comments with respect to
        CE
        Generation, LLC (“CE Generation” or the “Company”) and its Form 10-K for the
        year ended December 31, 2004 (the “Form 10-K”) and its Form 10-Q for the
        quarterly period ended March 31, 2005 received from the staff of the Securities
        and Exchange Commission (the “Commission”) by letter dated July 20, 2005 (the
“Comments”). The numbering below corresponds to the numbering of the Comments,
        which we have incorporated into this response letter in italics.

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

      Financial
        Statements, page 22

      Note
        2. Summary of Significant Accounting Policies, page 29

                1.

                Please
                  expand your disclosure in future filings to explain your accounting
                  for
                  the minority interest and the respective percentage interest held
                  by the
                  minority interest holder. If interests in more than one subsidiary
                  are
                  present, disclosure should be made in the notes regarding the amounts
                  and
                  holders of minority interest. Show us what your revised disclosure
                  will
                  look like in your response.

      Response:
        The
        Company respectfully acknowledges the comment and agrees to provide additional
        disclosure in the Summary of Significant Accounting Policies in its next
        annual
        filing similar to the following:

      “The
        consolidated financial statements include the accounts of CE Generation,
        its
        wholly-owned subsidiaries and a majority-owned limited partnership, Saranac
        Power Partners L.P. (“Saranac Partnership”), in which the Company indirectly
        holds a 1% general partnership and 74% limited partnership ownership interest.
        The remaining interests are owned by three limited partners. Net income and
        distributions from the Saranac Partnership are allocated to the partners
        based
        on allocation percentages that vary through the life of the partnership,
        as
        specified in the partnership agreement. These allocation percentages will
        differ
        from the stated ownership percentages until certain limited partners achieve
        fixed rates of returns. As of December 31, 2004, the Company’s economic interest
        in the partnership was approximately 60%, while the minority interest holders
        had a combined economic interest in the partnership of approximately 40%.
        The
        equity interest of the other partners is recorded as a minority
        interest.”

      Note
        5. Project Loans, page 33

                2.

                We
                  note you are restricted by the terms of financing agreements from
                  making
                  distributions without the consent of the lenders. Please tell us
                  what
                  consideration you gave to providing Schedule I - Condensed financial
                  information of registrant and the disclosures set forth in Rule
                  4-08(e)(3)
                  of Regulation S-X. If you determine that you meet the threshold
                  for
                  disclosure, please show us what your disclosure will look like
                  revised.

      Response:
        We
        have
        reviewed the disclosure requirements set forth in Rule 5-04 and Rule 4-08(e)(3)
        of Regulation S-X, along with the terms of the Company’s financing agreements,
        and have confirmed that the Company’s proportionate share of the restricted net
        assets of its consolidated subsidiaries does not exceed the threshold of
        25% of
        the Company’s consolidated net assets as of the end of the most recently
        completed year. In computing the amount of restricted net assets of the
        consolidated subsidiaries, we have excluded the amounts of certain assets
        pledged as security under the financing documents. As such, Schedule 1 -
        Condensed Financial Information of Registrant and the disclosures under Rule
        4-08(e)(3) are not required.

      The
        Company acknowledges that: (1) it is responsible for the adequacy and accuracy
        of the disclosures in its filings, (2) staff comments or changes to disclosure
        in response to staff comments do not foreclose the Commission from taking
        any
        action with respect to the filing, and (3) the Company may not assert staff
        comments as a defense in any proceeding initiated by the Commission or any
        person under federal securities laws of the United States.

      Please
        advise us if we can provide any further information to facilitate your review.
        Please direct any further questions or comments concerning this response
        letter
        to me at 402.231.1597.

      Sincerely,

      /S/
        Andrea Scheidel

      Vice
        President and Controller