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CORRESP
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      CE Generation LLC - SEC Correspondence

      August
        10, 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 the additional comment 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 August 9,
        2005 (the “Comment”). We have incorporated the Comment into this response letter
        in italics.

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

      Financial
        Statements, page 22

      Note
        5. Project Loans, page 33

              1.

                We
                  note you have excluded the amounts of certain pledged assets in
                  computing
                  the amount of restricted net assets of the consolidated subsidiaries.
                  Rule
                  4-08(e)(3) states that debt secured by certain of a subsidiary’s assets
                  does not constitute a restriction under the rule, however, please
                  explain
                  to us your basis for excluding the amounts of such assets from
                  your
                  computation. Refer to Staff Accounting Bulletin Topic 6:K2, Financial
                  Reporting Codification 213.02 and additional guidance which may
                  be found
                  on our website at

      http://www.sec.gov/interps/account/sabcodet6.htm#6k2a. Further,
        please tell us and disclose in future filings the amount of retained earnings
        restricted. See Rule 4-08(e).

      Response:
        The
        Company respectfully acknowledges the comment and the Commission’s need for
        additional clarification. In computing the Company’s total amount of restricted
        net assets of its consolidated subsidiaries, the Company determined that
        certain
        assets pledged as security under the financing documents are not restricted
        assets under Rule 4-08(e) of Regulation S-X. 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, which do include
        all pledged assets, as of the end of the most recently completed
        year.

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      The
        Company’s ability to pay dividends is subject to the following
        conditions:

              -

                the
                  depositary accounts maintained in connection with the Company’s debt must
                  be fully funded;

              -

                there
                  cannot have occurred and be continuing any default or event of
                  default
                  under the Company’s debt; and

              -

                the
                  historical debt service coverage ratio of the Company for the prior
                  four
                  fiscal quarters must be at least 1.5 to
                  1.0.

      Due
        to
        the above conditions regarding the funding of the depositary accounts, the
        Company’s retained earnings were restricted by $19.4 million at December 31,
        2004.

      As
        discussed during a telephone call with Ms. Di Silvio today, the Company is
        considering filing Form 15 prior to the next Form 10-Q filing due date. However,
        if the Company does not file Form 15, we will continue to monitor the disclosure
        requirements set forth in Rule 4-08(e)(3) of Regulation S-X and will add
        a
        disclosure similar to that above to meet the requirements set forth in Rule
        4-08(e)(1) of Regulation S-X in future filings.

      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

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