SECURITIES AND EXCHANGE COMMISSION

                    WASHINGTON, D.C.  20549

                           FORM 10-K

       Annual Report Pursuant to Section 13 or 15 (d) of
              the Securities Exchange Act of 1934

          For the fiscal year ended December 31, 1997
                 Commission File No. 333-00608

           CE CASECNAN WATER AND ENERGY COMPANY, INC.
     (Exact name of registrant as specified in its charter)

               Philippines                         Not applicable
               (State or other                    (IRS Employer
          jurisdiction of incorporation           Identification No.)
               or organization)

               6750 Ayala Avenue, 24th Floor,   Not applicable
               Makati, Manila, Philippines        (Zip Code)
               (Address of principal executive offices)

Registrant's telephone number, including area code:  (632) 892-0276

Securities registered pursuant to Section 12(b) of the Act:  N/A

Securities registered pursuant to Section 12(g) of the Act:  N/A

     Indicate by check mark whether the Registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d) of  the
Securities Exchange Act of 1934 during the preceding  12  months
(or for such shorter period that the Registrant was required  to
file  such  reports), and (2) has been subject  to  such  filing
requirements for the past 90 days:

               Yes    X            No______

      Indicate by check mark if disclosure of delinquent  filers
pursuant to Item 405 of Regulation S-K is not contained  herein,
and   will  not  be  contained,  to  the  best  of  Registrant's
knowledge,   in  definitive  proxy  or  information   statements
incorporated by reference in Part III of this Form 10-K  or  any
amendment to this Form 10-K.  [  X  ]

      All  Common  Stock of the Company is held by  the  original
shareholders.  Accordingly there is no market value.

      767,162  shares  of Common Stock, $0.038  par  value,  were
outstanding on March 23, 1998.

     Documents incorporated by reference:  N/A


                        TABLE OF CONTENTS
PART I                                                          2
ITEM 1.  BUSINESS                                               2
GENERAL                                                         2
PROJECT                                                         2
 THE EXPANDING PHILIPPINE AGRICULTURE SECTOR AND POWER MARKETS  3
 AGRICULTURE                                                    5
 POWER                                                          5
TERMS OF THE SECURITIES                                         6
 EXCHANGE OFFER                                                 6
 GENERAL                                                        6
 PAYMENT OF PRINCIPAL AND INTEREST                              6
 PRIORITY OF PAYMENTS                                           8
 DEBT SERVICE RESERVE FUND                                      8
 OPTIONAL REDEMPTION                                            8
 MANDATORY REDEMPTION                                           8
 CHANGE IN CONTROL PUT                                          9
 DISTRIBUTIONS                                                  9
 RANKING AND SECURITY FOR THE SECURITIES                        9
 RATINGS                                                        9
 NATURE OF RECOURSE ON THE SECURITIES                          10
 INCURRENCE OF ADDITIONAL DEBT                                 10
 PRINCIPAL COVENANTS                                           11
 INSURANCE                                                     12
 REGULATORY MATTERS                                            12
 EMPLOYEES                                                     12
ITEM 2.  PROPERTIES                                            12
ITEM 3.  LEGAL PROCEEDINGS                                     12
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   13
PART II                                                        14
ITEM 5.  MARKET FOR COMPANY'S EQUITY AND RELATED STOCKHOLDER
MATTERS                                                        14
ITEM 6.  SELECTED FINANCIAL DATA                               14
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS                            14
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA           17
          REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS             18
          BALANCE SHEETS                                       19
          STATEMENTS OF OPERATIONS                             20
          STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY        21
          STATEMENTS OF CASH FLOWS                             22
          NOTES  TO FINANCIAL STATEMENTS                       23
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE                            28
PART III                                                       29
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY      29
ITEM 11.  EXECUTIVE COMPENSATION                               31
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT                                                     31
 DESCRIPTION OF CAPITAL STOCK                                  31
 PRINCIPAL HOLDERS                                             31
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS       32
SIGNATURES                                                     33
INDEX TO EXHIBITS                                              34

PART I

Item 1.  Business

General

     CE Casecnan Water and Energy Company, Inc. ("Company" or "CE
Casecnan") is a privately held Philippine corporation  formed  in
September  of 1994 solely to develop, construct, own and  operate
the   Casecnan   Project,    a   multi-purpose   irrigation   and
hydroelectric   power   facility  with  a   rated   capacity   of
approximately 150 Megawatts ("MW") located on the island of Luzon
in  the  Republic  of  the Philippines (the "Casecnan  Project").
After  the completion of the aforementioned project, the  Company
is  expected to be owned at least 70% by CalEnergy Company,  Inc.
("CalEnergy"), through its wholly owned subsidiaries CE Casecnan
Ltd.  and  Kiewit Energy International (Bermuda) Ltd.  ("Kiewit")
subject  to upward adjustment based upon the actual economics  of
the  Casecnan  Project at commencement of commercial  operations.
The ownership percentage held by the minority shareholders may be
reduced in certain circumstances and such reduction would  result
in a corresponding increase in the ownership percentage of the
Company held by affiliates of CalEnergy.

      The Securities (described herein) are recourse only to  the
Company.  CalEnergy has not guaranteed directly or indirectly the
payment or performance of any Company obligations.

      The Company's principal executive office is located at 6750
Ayala Avenue, 24th Floor, Makati, Metro Manila, Philippines,  and
its  telephone  number is 632 892 0276.  The Company's  principal
office  will be located in Pantabangan in the Province  of  Nueva
Ecija, Philippines.

Project

      The Casecnan Project is located in the central part of  the
island   of  Luzon.   It  will  consist  generally  of  diversion
structures in the Casecnan and Denip Rivers that will capture and
divert  excess  water  in  the Casecnan  watershed  by  means  of
concrete,  in-stream  diversion weirs  and  transfer  that  water
through  a  transbasin  tunnel  of  approximately  23  kilometers
(including the intake adit from the Denip to the Casecnan River),
with  a  diameter  of  approximately 6.5 meters  to  an  existing
underutilized water storage reservoir at Pantabangan.  During the
water  transfer,  the  elevation  differences  between  the   two
watersheds will allow electrical energy to be generated at a  new
150  net MW rated capacity power plant, which will be constructed
in  a  underground powerhouse cavern located at the  end  of  the
water tunnel.  A tailrace discharge tunnel of approximately three
kilometers will deliver water from the water tunnel and  the  new
powerhouse  to  the  Pantabangan Reservoir, providing  additional
water  for  irrigation  and increasing the  potential  electrical
generation at two downstream existing hydroelectric facilities of
the Philippine National Power Corporation ("NPC"), the government-
owned and controlled corporation that is the primary supplier  of
electricity  in  the  Philippines.   Since  the  water  has  been
determined  to  remain  suitable for  irrigation  throughout  the
Casecnan   Project   operations  of  capturing,   diverting   and
transferring  the  water, other than removing  sediments  at  the
diversion structures, no treatment will be required.  Once in the
reservoir at Pantabangan, the water will be under the control of,
and for the use of, NIA.


      The Casecnan Project's diversion structures will be capable
of storing flows from the Casecnan and Denip Rivers over a number
of  hours,  and  then discharging that stored water  through  the
transbasin  tunnel and new powerhouse during the 12  hours  (8:00
a.m.  through  8:00 p.m.) coinciding with peak electrical  demand
hours.   Tunnel  flows  and  water depths  behind  the  diversion
structures will be regulated by in-tunnel valves in front of  the
powerhouse turbines controlled by the operators at the powerhouse
control room.

     In early 1994, President Fidel Ramos recognized the need for
an  irrigation  and  hydroelectric  project  that  would  provide
increased water flows for irrigation to the rice growing area  of
Central   Luzon,  would  be  environmentally  sound,  technically
feasible  and economically viable, and would involve no  flooding
or  relocation of local residents.  At that time, he directed the
Philippine  Department of Agriculture and NPC  to  work  together
with  other  interested agencies to develop a combined irrigation
and  hydroelectric project.  Shortly thereafter,  the  Philippine
government  was approached by the Company with a proposal  for  a
project  to  be  developed in the Casecnan area on  a  build-own-
operate-transfer  ("BOOT") basis, that is, an  arrangement  under
which  the  Company as developer would agree to  build,  own  and
operate the Casecnan Project during the construction period and a
twenty-year   cooperation  period,  after  which  ownership   and
operation  of the Project would be transferred to the  Philippine
National  Irrigation Administration ("NIA") and NPC at  no  cost.
After   conclusion  of  a  public  solicitation   for   competing
proposals,  NIA  selected the Company as the BOOT  developer  and
entered  into  the  Project  Agreement  with  the  Company.   The
Casecnan  Project  was subsequently designated  a  high  priority
project  under Republic Act No. 529 by the National Economic  and
Development Authority of the Philippines.

      CE  Casecnan is developing the Casecnan Project  under  the
terms  of  the  Project Agreement between CE  Casecnan  and  NIA.
Under  the  Project Agreement, CE Casecnan will develop,  finance
and  construct the Casecnan Project over the construction period,
and  thereafter own and operate the Casecnan Project for 20 years
(the  "Cooperation Period").  During the Cooperation Period,  NIA
is obligated to accept all deliveries of water and energy, and so
long  as  the Casecnan Project is physically capable of operating
and  delivering in accordance with agreed levels set forth in the
Project Agreement, NIA will pay CE Casecnan a guaranteed fee  for
the  delivery of water and a guaranteed fee for the  delivery  of
electricity,  regardless of the amount of  water  or  electricity
actually  delivered.  In addition, NIA will pay  a  fee  for  all
electricity  delivered in excess of a threshold amount  up  to  a
specified amount.  NIA will sell the electricity it purchases  to
NPC,  although NIA's obligations to CE Casecnan under the Project
Agreement  are not dependent on NPC's purchase of the electricity
from  NIA.  All fees to be paid by NIA to CE Casecnan are payable
in  U.S. dollars.  The guaranteed fees for the delivery of  water
and  energy  are  expected  to provide approximately  70%  of  CE
Casecnan's revenues.

      The  Project Agreement provides for additional compensation
to  CE  Casecnan upon the occurrence of certain events, including
increases  in Philippine taxes and adverse changes in  Philippine
law.   Upon the occurrence and during the continuance of  certain
force majeure events, including those associated with Philippines
political  action,  NIA  may be obligated  to  buy  the  Casecnan
Project  from CE Casecnan at a buy out price expected  to  be  in
excess  of  the aggregate principal amount of the outstanding  CE
Casecnan  debt  securities,  together  with  accrued  but  unpaid
interest.   At  the end of the Cooperation Period,  the  Casecnan
Project  will  be  transferred to NIA and NPC for  no  additional
consideration on an "as is" basis.

      The  Republic of the Philippines has provided a Performance
Undertaking  under  which  NIA's obligations  under  the  Project
Agreement  are  guaranteed by the full faith and  credit  of  the
Republic  of  the  Philippines.  The Project  Agreement  and  the
Performance Undertaking provide for the resolution of disputes by
binding  arbitration in Singapore under international arbitration
rules.

      NIA's  payment obligations under the Project Agreement  are
expected  to be the Company's sole source of operating  revenues.
Because  of the Company's dependence on NIA, any material failure
of NIA to fulfill its obligations under the Project Agreement and
any  material  failure  of the Republic  of  the  Philippines  to
fulfill  its obligations under the Performance Undertaking  would
significantly  impair  the ability of the  Company  to  meet  its
obligations under the Securities.

      CE Casecnan financed a portion of the costs of the Casecnan
Project through the issuance of $125,000,000 of its 11.45% Senior
Secured  Series A Notes due 2005 and $171,500,000 of  its  11.95%
Senior  Secured  Series B Bonds due 2010 and $75,000,000  of  its
Secured  Floating Rate Notes due 2002, pursuant to  an  indenture
dated  November  27,  1995, as amended  to  date  (the  "Casecnan
Indenture").

     The  Casecnan  Project was being constructed pursuant  to  a
fixed-price,  date-certain,  turnkey construction  contract  (the
"Hanbo  Contract")  on  a  joint  and  several  basis  by   Hanbo
Corporation ("Hanbo") and Hanbo Engineering and Construction Co.,
Ltd.  ("HECC"), both of which are South Korean corporations.   As
of  May 7, 1997, CE Casecnan terminated the Hanbo Contract due to
defaults by Hanbo and HECC including the insolvency of each  such
company.  On May 7, 1997, CE Casecnan entered into a new  turnkey
engineering,  procurement and construction contract  to  complete
the  construction  of  the  Casecnan  Project  (the  "Replacement
Contract").   The  work under the Replacement Contract  is  being
conducted  by  a  consortium consisting of  Cooperativa  Muratori
Cementisti  CMC  di  Ravenna and Impresa Pizzarotti  &  C.  Spa.,
working  together with Siemens A.G., Sulzer Hydro Ltd.,  Black  &
Veatch  and  Colenco  Power Engineering Ltd.  (collectively,  the
"Replacement Contractor").

     In  connection  with  the  Hanbo  Contract  termination,  CE
Casecnan  tendered a certificate of drawing to Korea  First  Bank
("KFB")  on May 7, 1997, under the irrevocable standby letter  of
credit issued by KFB as security under the Hanbo Contract to  pay
for  certain  transition costs and other presently  ascertainable
damages  under the Hanbo Contract.  As a result of KFB's wrongful
dishonor of the draw request, CE Casecnan filed an action in  New
York State Court.  That Court granted CE Casecnan's request for a
temporary restraining order requiring KFB to deposit $79,329, the
amount of the requested draw, in an interest bearing account with
an  independent financial institution in the United States.   KFB
appealed this order, but the appellate court denied KFB's  appeal
and  on  May  19, 1997, KFB transferred funds in  the  amount  of
$79,329  to  a segregated New York bank account pursuant  to  the
Court order.

     On  August 6, 1997, CE Casecnan announced that it had issued
a   notice  to  proceed  to  the  Replacement  Contractor.    The
Replacement  Contractor  was  already  on  site  and  has   fully
mobilized and commenced engineering, procurement and construction
work on the Casecnan Project.

     On  August  27,  1997,  CE Casecnan announced  that  it  had
received  a  favorable summary judgment ruling in New York  State
Court against KFB.  The judgment, which has been appealed by  the
bank, requires KFB to honor the $79,329 drawing by CE Casecnan on
a $117,850 irrevocable standby letter of credit.

     On  September  29,  1997,  CE  Casecnan  tendered  a  second
certificate  of  drawing for $10,828 to KFB and on  December  30,
1997,  CE  Casecnan tendered a third certificate of  drawing  for
$2,920  to KFB.  KFB also wrongfully dishonored these draws,  but
pursuant  to a stipulation agreed to deposit the draw amounts  in
an  interest bearing account with the same independent  financial
institution in the United States pending resolution of the appeal
regarding the first draw and agreed to expedite the appeal.

     The  receipt of the letter of credit funds from KFB  remains
essential and CE Casecnan will continue to press KFB to honor its
clear  obligations under the letter of credit and to pursue Hanbo
and  KFB  for any additional damages arising out of their actions
to  date.  If KFB were to fail to honor its obligations under the
Casecnan  letter  of credit, such action could  have  a  material
adverse effect on the Casecnan Project and CE Casecnan.

     On  September  2, 1997, Hanbo and HECC filed a  Request  for
Arbitration before the International Chamber of Commerce ("ICC").
The  Request for Arbitration asserts various claims by Hanbo  and
HECC  against  CE  Casecnan  relating  to  the  terminated  Hanbo
Contract  and seeking damages.  On October 10, 1997, CE  Casecnan
served  its  answer and defenses in response to the  Request  for
Arbitration as well as counterclaims against Hanbo and  HECC  for
breaches  of  the  Hanbo  Contract.  The arbitration  proceedings
before  the  ICC  are ongoing and CE Casecnan intends  to  pursue
vigorously  its  claims  against  Hanbo,  HECC  and  KFB  in  the
proceedings described above.

The Expanding Philippine Agriculture Sector and Power Markets

Agriculture

      The agricultural sector has played an important role in the
sustained  growth  of  the  Philippines economy,  accounting  for
approximately  23%  of  gross  domestic  product  and   employing
approximately 46% of the economically active population in  1994.
The  Philippine  government  has a policy  objective  to  provide
necessary  agriculture  infrastructure for  farmers  to  increase
productivity of important agricultural crops, such  as  rice,  in
order  to attain self-sufficiency and eliminate the need to  rely
on imports of rice which consume foreign exchange reserves.

      NIA  supports agricultural production and rural development
by  providing  water and irrigation services  to  the  Philippine
agricultural  sector.  NIA is responsible for the  implementation
of irrigation development programs and the operation, maintenance
and  administration  of all national irrigation  systems  in  the
Philippines.  One of NIA's mandates is to provide and  facilitate
the  procurement and delivery of irrigation water to  farmers  in
Central Luzon.

      The  Casecnan  watershed  is  one  of  the  last  remaining
substantial  sources  of water available  to  provide  irrigation
water  to  Central  Luzon,  the most  significant  rice-producing
region  in  the  Philippines.  NIA estimates  that  the  Casecnan
Project  will divert sufficient water to irrigate the  equivalent
of  at  least 50,000 additional hectares of agricultural land  in
the  Central  Luzon  Valley, which could  produce  an  additional
465,000  tons or more of rice per year with a direct  annual  net
production value to the Philippines of approximately 2.03 billion
pesos  (U.S.  $80  million).  The increased production  resulting
from  the  additional irrigation water is expected to  contribute
significantly  to the Philippines' goal to become self-sufficient
in rice production.

Power

      According  to  NPC's 1995 Power Development Program  (1995-
2005)("PDP"), industrial growth, a rising standard of living, and
an   expanding  power  distribution  network  have  resulted   in
increased  demand for electrical power in the Philippines  by  an
average  of 6% per year since 1987.  NPC has projected that  over
the next ten years the need for additional generating capacity in
the Philippines will exceed 14,000 MW.

      With  NPC projecting that electricity demand will  increase
approximately  13%  annually between 1996-2000 and  approximately
11% annually for 2001-2005, the government of the Philippines has
taken  steps to accelerate private power investment in an attempt
to  enable  supply  to  keep up with  demand.   As  a  result  of
government  action,  many new power projects  have  come  on-line
during  the  past  two  years, but capacity shortages  are  still
anticipated  over the next several years.  Elimination  of  power
shortages through increases in production from plans such as  the
Casecnan  Project should contribute to further industrial  growth
and economic stability in the Philippines.

                     TERMS OF THE SECURITIES
Exchange Offer

      In  June  1996,  the  Company  exchanged  (i)  $125,000,000
aggregate  principal amount of Series A Securities for  an  equal
principal   amount   of  New  Series  A  Securities,   and   (ii)
$171,500,000  aggregate principal amount of Series  B  Securities
for  an  equal amount of New Series B Securities.  The  Series  A
Securities  and  Series  B Securities are sometimes  referred  to
herein  as  the "Old Securities", and the New Series A Securities
and  the New Series B Securities are sometimes referred to herein
as  the "New Securities".  The New Securities are the obligations
of  the  Company  evidencing the same  indebtedness  as  the  Old
Securities and will be entitled to the benefits of the Indenture,
which  governs  both the Old Securities and the  New  Securities.
The  form  and terms (including principal amount, interest  rate,
maturity and ranking) of the New Securities are the same  as  the
form  and  terms of the Old Securities, except that (i)  the  New
Securities  have  been registered under the  Securities  Act  and
therefore will not be subject to certain restrictions on transfer
applicable  to  the Old Securities and will not  be  entitled  to
registration rights, and (ii) the New Securities will not provide
for any increase in the interest rate thereon.

      Simultaneously with the offering of the Old Securities  the
Company  also  issued  and sold $75,000,000  aggregate  principal
amount of LIBOR Plus 3.00% Senior Secured Floating Rate Notes Due
November  15, 2002 ("FRNs") that rank pari passu with  and  share
the  collateral  on a pro rata basis with the Old Securities  and
the  New  Securities  and are entitled to  the  benefits  of  the
Indenture and the Depositary Agreement.  The Old Securities,  New
Securities,  FRNs  and  Additional  Securities  are  collectively
referred to herein as the "Securities".

General

      The  New  Securities were issued pursuant to  the  Exchange
offer  which  applied  to  the recapitalization  of  $296,500,000
aggregate  principal  amount  of the  Old  Securities.   The  New
Securities will be obligations of the Company evidencing the same
indebtedness  as the Old Securities and will be entitled  to  the
benefits  of the Indenture, which governs both the Old Securities
and  the New Securities.  The form and terms (including principal
amount,   interest  rate,  maturity  and  ranking)  of  the   New
Securities  are  the  same  as the form  and  terms  of  the  Old
Securities,  except  that  (i)  the  New  Securities  have   been
registered  under the Securities Act and therefore  will  not  be
subject to certain restrictions on transfer applicable to the Old
Securities  and will not be entitled to registration rights,  and
(ii) the New Securities will not provide for any increase in  the
interest rate thereon.

      Simultaneously with the offering of the Old Securities  the
Company  also  issued  and sold $75,000,000  aggregate  principal
amount of LIBOR Plus 3.00% Senior Secured Floating Rate Notes Due
November  15, 2002 ("FRNs") that rank pari passu with  and  share
the  collateral on a pro rata basis with the Old Security and the
New  Securities and are entitled to the benefits of the Indenture
and the Depositary Agreement.

     The Securities are direct obligations of the Company,
secured by the Company Collateral.

Payment of Principal and Interest

     Interest on the Old Securities and New Securities is payable
semiannually on each May 15 and November 15 (the "Old  Securities
and  New  Securities Interest Payment Date"), commencing May  15,
1996,  to the registered Holders thereof at the close of business
on  the May 1 and November 1, as the case may be, preceding  each
Old Securities and New Securities Interest Payment Date.  Holders
of  Old Securities whose Old Securities are accepted for exchange
will  not  receive any payment in respect of accrual  and  unpaid
interest on such Old Securities.  The initial average life of the
Series A Securities was 8.84 years, and the initial average  life
of the Series B Securities was 11.57 years.

     The $125,000,000 principal of the 11.45% New Series A
Securities due November 15, 2005 are payable in semiannual
installments, commencing May 15, 2003, as follows:

                              Percentage of Principal
Payment Date                       Amount Payable

May 15, 2003                            13.50%
November 15, 2003                       13.50%
May 15, 2004                            17.00%
November 15, 2004                       17.00%
May 15, 2005                            19.50%
November 15, 2005                       19.50%

     The $171,500,000 principal of the 11.95% New Series B
Securities due November 15, 2010 are payable in semiannual
installments, commencing May 15, 2002, as follows:

                              Percentage of Principal
Payment Date                       Amount Payable

May 15, 2002                            2.50%
November 15, 2002                       2.50%
May 15, 2003                            2.25%
November 15, 2003                       2.25%
May 15, 2004                            2.00%
November 15, 2004                       2.00%
May 15, 2005                            1.75%
November 15, 2005                       1.75%
May 15, 2006                            10.50%
November 15, 2006                       10.50%
May 15, 2007                            11.00%
November 15,  2007                      11.00%
May 15, 2008                            11.00%
November 15, 2008                       11.00%
May 15, 2009                            4.00%
November 15, 2009                       4.00%
May 15, 2010                            5.00%
November 15, 2010                       5.00%

      The FRNs, which were not a part of the Exchange Offer, rank
pari passu with and share the collateral on a pro rata basis with
the  Old  Securities and the New Securities, and are entitled  to
the  benefits of the Indenture and the Depositary Agreement.  The
FRNs  have  been  issued in the principal amount of  $75,000,000,
bear  interest from their date of issuance at the rate  equal  to
LIBOR  plus 3.00% per annum, and have final maturity of principal
of November 15, 2002.

     The principal of the FRNs will be payable in semiannual
installments, commencing November 15, 2000, as follows:

                         Percentage of Principal
Payment Date                  Amount Payable

November 15, 2000                  25.00%
May 15, 2001                       19.50%
November 15, 2001                  20.00%
May 15, 2002                       18.00%
November 15, 2002                  17.50%

      Interest  on  the  FRNs will be payable quarterly  on  each
February  15,  May 15, August 15, and November 15, commencing  on
February 15, 1996, to the registered Holders thereof at the close
of  business  on the preceding February 1, May 1, August  1,  and
November 1, as the case may be.  After Completion of the Casecnan
Project  (as  defined in the Turnkey Construction Contract),  the
FRNs are subject to optional redemption, in whole or in part, pro
rata,  at par plus accrued interest upon 30 days notice,  on  any
FRN interest payment date.

Priority of Payments

      Prior to Completion, all net proceeds of the Securities and
any   Liquidated  Damages  Proceeds  will  be  deposited  in  the
Construction  Fund and disbursed to pay for budgeted construction
or  restoration  costs, including interest  and,  if  applicable,
principal on the Securities.

      After  Completion, except as otherwise  provided  for  with
respect  to mandatory redemptions and Loss Proceeds, all revenues
received  by the Company from the Project will be paid  into  the
Revenue  Fund  maintained by the Depositary (other  than  certain
peso  payments  required  to be used  for  VAT  payments  to  the
Republic of the Philippines).  Amounts paid into the Revenue Fund
shall be distributed in the following order of priority:  (a)  to
pay   Operating  and  Maintenance  Costs;  (b)  to  pay   certain
administrative costs of the agents for the Secured Parties  under
the  Financing  Documents; (c) to pay principal of,  premium  (if
any)  and  interest  on the Securities (including  any  increased
costs necessary to gross up such payments for certain withholding
taxes  and  other  assessments  to charges),  and  principal  and
interest  on  other Senior Debt, if any; (d) to  cause  the  Debt
Service  Reserve  Fund  to equal the Debt  Service  Reserve  Fund
Required  Balance,  as defined below; (e) to pay  indemnification
expenses  and other expenses to the Secured Parties  and  certain
other  costs,  and (f) to the Distribution Fund  or  Distribution
Suspense Fund, as applicable.

Debt Service Reserve Fund

      At  Completion, the Company will establish a  Debt  Service
Reserve  Fund  for the benefit of the Holders of the  Securities,
which  will  be  funded  in cash from any  remaining  shareholder
capital contributions in the Capital Contribution Fund or, to the
extent  required,  from  operating revenues  as  described  under
"Priority  of  Payments" above.  Such amounts will  be  deposited
into  the  Debt  Service Reserve Fund from time to  time  to  the
extent  required  to cause it to equal the Debt  Service  Reserve
Fund  Required  Balance  which  is intended  to  approximate  the
highest  amount of the payments of principal and interest  to  be
made  on  the  Securities during any semiannual period  over  the
subsequent three years.

Optional Redemption

     On and after the seventh anniversary of the Closing, the Old
Series  A  Securities and New Series A Securities are subject  to
optional  redemption,  in whole and not  in  part,  at  par  plus
accrued interest to the Redemption Date.

      The Old Series B Securities and New Series B Securities are
subject to optional redemption, at any time, in whole or in part,
pro  rata,  at  par plus accrued interest to the Redemption  Date
plus  a  premium,  calculated to "make whole" to comparable  U.S.
treasury securities plus 150 basis points.

       After  completion,  the  FRN's  are  subject  to  optional
redemption,  in  whole or in part, pro rata at par  plus  accrued
interest, on any FRN interest payment date.

     The Company also has the option to redeem the Securities, in
whole or in part, at par plus accrued interest at any time if, as
a  result  of  any  change  in  Philippine  tax  law  or  in  the
application  or  interpretation of Philippine tax  law  occurring
after  the  date  of issuance of the Securities, the  Company  is
required  to  pay  certain additional amounts  described  in  the
Indenture.

Mandatory Redemption

      The  Securities  are subject to mandatory  redemption,  pro
rata,  at  par plus accrued interest to the Redemption Date,  (a)
upon the receipt by the Company of Loss Proceeds that exceed  $15
million in respect of certain events of property or casualty loss
or  similar  events, unless the funds are to be utilized  by  the
Company for an Approved Restoration Plan; or (b) upon the receipt
by  the Company of proceeds realized in connection with a Project
Agreement Buyout.

Change in Control Put

      Upon the occurrence of a Change of Control each Holder will
have  the right to require the Company to repurchase all  or  any
part  of  such  Holder's Securities at a purchase price  in  cash
equal  to  101%  of  the principal amount thereof,  plus  accrued
interest  to  the  date  of repurchase  in  accordance  with  the
procedures  set  forth in the Indenture.  There is  no  assurance
that  upon  a Change in Control the Company will have  sufficient
funds to repurchase the Securities.

Distributions

      Prior to Completion, there will be no distributions to  the
Company or its shareholders.  After Completion, distributions may
be  made only from and to the extent of monies on deposit in  the
Distribution  Fund or Distribution Suspense Fund.   Distributions
are   subject   to  the  prior  satisfaction  of  the   following
conditions:

      (a)   the amounts contained in the Principal Fund  and  the
Interest  Fund will be equal to or greater    than the  aggregate
scheduled  principal  and  interest  payments  next  due  on  the
Securities;

     (b)  no Default or Event of Default under the Indenture
shall have occurred and be continuing;

      (c)  the Debt Service Coverage Ratio for the preceding  12-
month  period is equal to or greater than 1.35 to 1 as  certified
by an officer of the Company;

      (d)   the  projected  Debt Service Coverage  Ratio  of  the
Securities for the succeeding 12-month period is equal to or
greater than 1.35 to 1, as certified by  an officer of the Company;
and

     (e)  the Debt Service Reserve Fund has a balance equal to or
greater than the Debt Service Reserve Fund Required Balance.

Ranking and Security for the Securities

     The Old Securities and the FRNs were, and the New Securities
and Additional Securities are, Senior Debt of the Company and are
secured  by  (a)  an assignment of all revenues received  by  the
Company  from  the  Project; (b) a collateral assignment  of  all
material  contracts;  (c) a Lien on any  accounts  and  funds  on
deposit   under  the  Depositary  Agreement;  (d)  a  pledge   of
approximately  100% of the capital stock of the Company,  subject
to   release  in  certain  circumstances  relating  to  accessing
political risk insurance for the benefit of the shareholders; and
(e) a Lien on all other material assets and property interests of
the  Company.  The Securities will rank pari passu with and  will
share  the  Collateral  on a pro rata basis  with  certain  other
Senior  Secured  Debt,  if any (provided that  the  Debt  Service
Reserve Fund shall be collateral solely for the obligations under
the  Securities).  The proceeds of any political  risk  insurance
covering  the  capital  investment  will  not  be  part  of   the
collateral  for  the Securities.  While under the  Indenture  the
Company   may  incur  certain  Permitted  Debt  senior   to   the
Securities, it has no present intention to do so.

Ratings

      Moody's  and Standard & Poor's have assigned the Securities
ratings  of "Ba2" and "BB", respectively.  There is no  assurance
that  any such credit rating will remain in effect for any  given
period of time or that such rating will not be lowered, suspended
or  withdrawn  entirely by the applicable Rating Agency,  if,  in
such   Rating   Agency's  judgment,  circumstances  so   warrant.
Recently,  Standard & Poor's placed the Securities on CreditWatch
with  negative  implications.  Any such lowering,  suspension  or
withdrawal  of any rating may have a Material Adverse  Effect  on
the market price or marketability of the Securities.

Nature of Recourse on the Securities

      The Company's obligations to make payments of principal or,
premium,  if  any,  and interest on the Old Securities  and  FRNs
were,  and  on the New Securities and Additional Securities  are,
obligations  solely  of  the  Company  secured  solely   by   the
Collateral.   Neither  the shareholders of the  Company  nor  any
Affiliate,  including CalEnergy, incorporator, officer,  director
or  employee thereof or of the Company guaranteed the payment  of
the  Old Securities, the New Securities or the FRNs, nor have any
obligation   with  respect  to  payment  of  the  Securities   or
Additional  Securities, except to the extent that  affiliates  of
CalEnergy who are stockholders of the Company have pledged  their
capital stock in the Company as security for the notes and  bonds
issued  by  the  Company.  As a result, payment of the  Company's
obligations depends upon the availability of sufficient  revenues
from  the  Company's  business after  the  payment  of  operating
expenses.

Incurrence of Additional Debt

     The Company shall not incur any Debt other than "Permitted
Debt."  "Permitted Debt" means:

     (a)  The Securities;

      (b)   After Completion, Debt incurred to finance the making
of  capital  improvements  to the Casecnan  Project  required  to
maintain  compliance  with applicable law or anticipated  changes
therein; provided that no such Debt may be incurred unless at the
time   of   incurrence  the  Independent  Engineer  confirms   as
reasonable   (i)  a  certification  by  the  Company  (containing
customary  assumptions  and  qualifications)  that  the  proposed
capital  improvements  are  reasonably  expected  to  enable  the
Casecnan  Project to comply with applicable or anticipated  legal
requirements  and  (ii)  the calculations  of  the  Company  that
demonstrate, after giving effect to the incurrence of such  Debt,
the  minimum project Debt Service Coverage Ratio (x) for the next
four consecutive fiscal quarters, commencing with the quarter  in
which such Debt is incurred, taken as one annual period, and  (y)
for  each subsequent fiscal year through the Final Maturity Date,
will not be less than 1.3 to 1;

      (c)   After Completion, Debt incurred to finance the making
of  capital improvements to the Casecnan Project not required  by
applicable  law, so long as after giving effect to the incurrence
of  such Debt (i) no Default or Event of Default has occurred and
is  continuing, and (ii)(A) the Independent Engineer confirms  as
reasonable   (I)  a  certification  by  the  Company  (containing
customary  assumptions  and  qualifications)  that  the  proposed
capital  improvements are technically feasible  and  prudent  and
(II)  the  calculations  of the Company that  demonstrate,  after
giving  effect  to the incurrence of such Debt, (x)  the  minimum
project Debt Service Coverage Ratio for the next four consecutive
fiscal  quarters, commencing with the quarter in which such  Debt
is incurred, taken as one annual period, and in every fiscal year
thereafter,  will not be less than 1.4 to 1 and (y)  the  average
projected  Debt Service Coverage Ratio for all succeeding  fiscal
years until the Final Maturity Date will not be less than 1.7  to
1, or (B) the Rating Agencies confirm that the incurrence of such
Debt will not result in a Rating Downgrade.

      (d)  After Completion, Working Capital Debt in an aggregate
amount outstanding at any time not to exceed $5 million;

      (e)   Debt  incurred in connection with  certain  permitted
interest rate and currency hedging arrangements;

      (f)   Subordinated  Debt from Affiliates  in  an  aggregate
amount  not to exceed $150 million prior to Completion  and  $100
million after Completion, which shall be used to finance capital,
operating or other costs with respect to the Project;

     (g)  Debt incurred for purposes for which Permitted Liens
may be incurred;

      (h)   Debt  contemplated  to be incurred  pursuant  to  the
Casecnan  Project Documents, including obligations in  connection
with  any letter of credit in an aggregate amount outstanding  at
any time not to exceed $15 million;

      (i)   Purchase Money Debt and other ordinary  course  trade
Debt  to  support  operation  and  maintenance  of  the  Casecnan
Project,  in  an aggregate amount at any time not to  exceed  $35
million;

      (j)   Permitted  Refinancing Debt, if, as certified  by  an
authorized  officer  of the Company at the  time  of  incurrence,
(A)(i)  after giving effect to the incurrence of such  Debt,  (x)
the  minimum projected Debt Service Coverage Ratio for  the  next
four  consecutive fiscal quarters in which such Debt is incurred,
taken  as one annual period, and in every fiscal year thereafter,
will  not  be  less  than 1.5 to 1, and (y) for  each  subsequent
fiscal  year through the Final Maturity Date, the average project
Debt  Service Coverage Ratio will not be less than 2.0 to 1,  and
(ii)  the  final maturity and average life of the  Debt  incurred
each  exceed  those  of the Debt remaining,  (B)  each  principal
payment  equals that of each corresponding principal  payment  of
the  Debt being replaced or (C) the Rating Agencies confirm  that
the  incurrence  of  such  Debt  will  not  result  in  a  Rating
Downgrade; and

      (k)   Debt  incurred by the Company prior to Completion  as
necessary  for financing, engineering, construction,  completion,
testing  and  start-up  of  the Project  in  accordance  with  an
Approved  Completion Plan in order to achieve  Completion  ("Pre-
Completion  Additional  Debt"),  provided  that  (i)  the  Rating
Agencies confirm that the incurrence of such Debt will not result
in  a  Rating Downgrade; or (ii)(A) the Independent Engineer  has
confirmed  (subject to customary assumptions and  qualifications)
as   reasonable  the  technical  feasibility  of   the   Approved
Completion  Plan  including  a  certification  that  (subject  to
customary  assumptions and qualifications) the  net  proceeds  of
such  Debt  and  other  funds  available  to  the  Company  (from
Liquidated Damages Proceeds or otherwise) are reasonably expected
to  be  sufficient to fund the costs of reaching Completion;  and
(B)  the  Company  certifies  at the  time  of  incurrence  (with
customary  assumptions and qualifications) that (x) the  Approved
Completion  Plan is technically feasible and prudent,  (y)  after
giving  effect  to  the  incurrence of  such  Debt,  the  minimum
projected  Debt  Service  Coverage  Ratio  for  the  four  fiscal
quarters  commencing with the quarter that commences  immediately
after  the projected date of commercial operation of the Casecnan
Project,  taken  as one annual period, and in every  fiscal  year
thereafter, will not be less than 1.3 to 1, and (z) after  giving
effect  to  incurrence of such Debt, the average  projected  Debt
Service Coverage Ratio for all succeeding Fiscal Years until  the
Final Maturity Date will not be less than 1.5 to 1.

Principal Covenants

     Principal covenants under the Indenture require the Company,
subject  to  certain exceptions and qualifications,  (a)  not  to
incur  (i)  any Debt except Permitted Debt or (ii) any Lien  upon
any  of its assets except Permitted Liens; (b) not to enter  into
any  transaction of merger or consolidation, change its  form  of
organization, liquidate, wind-up or dissolve itself; (c)  not  to
enter  into  non-arm's  length transactions  or  agreements  with
Affiliates;  (d)  not  to engage in any business  other  than  as
contemplated  by  the Indenture; (e) not to  enter  into  certain
change  orders under the Turnkey Construction Contract  or  amend
the  Approved  Construction Budget and Schedule (or  an  Approved
Completion  Plan),  or amend, terminate or otherwise  modify  any
material  Project  Document to which it is  a  party,  except  as
permitted under the Indenture; (f) not to sell, lease or transfer
any property or assets material to the Casecnan Project except in
the  ordinary  course of business; (g) to construct the  Casecnan
Project  in accordance with the Approved Construction Budget  and
Schedule;  (h)  to operate and maintain the Casecnan  Project  in
accordance  with  the Approved Operation and Maintenance  Budget;
(i)  to  maintain insurance as required under the Indenture;  and
(j) to enter into an interest rate agreement for the FRNs, within
30 days of Closing, at a LIBOR cap of up to 7.5%.

Insurance

     The Company maintains insurance with respect to the Casecnan
Project of a type and in such amounts as are generally carried by
companies  engaged  in  similar  businesses  and  owning  similar
projects  that are financed in a similar manner.  These coverages
will  include casualty insurance, including flood and  earthquake
coverage,  business  interruption insurance, primary  and  excess
liability    insurance,   automobile   insurance   and    workers
compensation insurance.  However, the proceeds of such  insurance
may not be adequate to cover reduced revenues, increased expenses
or  other liabilities arising from the occurrence of catastrophic
events.   Moreover, there can be no assurance that such insurance
coverage   will  be  available  in  the  future  at  commercially
reasonable  rates or that the amounts for which the Company  will
be insured will cover all losses.  Nevertheless, the Company will
not  reduce  or  cancel  coverages if  the  Insurance  Consultant
determines  it  is  not  reasonable to do  so  and  insurance  is
available on commercially reasonable terms.

Regulatory Matters

     The  Company is subject to a number of Philippine  statutory
and  regulatory  standards and required and desirable  approvals,
including those relating to energy and environmental laws.   Many
permits  and regulatory approvals are required and desirable  for
the construction and operation of the Casecnan Project.  A number
of  these  permits  and regulatory approvals have  not  yet  been
obtained.  Some of the permits and regulatory approvals that have
been obtained contain conditions, and a number of the permits and
approvals not yet obtained may contain conditions when  they  are
issued.   Delay in receipt of or failure to obtain these  permits
or  approvals or to satisfy any of these conditions  could  delay
completion of the construction of the Casecnan Project,  restrict
the  operation  of the Casecnan Project, or result in  additional
costs   or  taxes.   The  adoption  of  new  laws,  policies   or
regulations,  or changes in the interpretation or application  of
existing laws, policies and regulations, that modify the  present
regulatory  environment could have a material adverse  effect  on
the  Company's  ability  to construct  or  operate  the  Casecnan
Project and could trigger the Company's right to sell the Project
to  NIA.   Upon  such  sale, the Securities will  be  subject  to
mandatory redemption.

Employees

     After Completion, the Casecnan Project is expected to employ
approximately  25 people, consisting of operations,  maintenance,
logistics,  compliance,  and  engineering  personnel.    At   the
powerhouse  control  room,  personnel will  monitor,  direct  and
control  the  operations and maintenance of  the  whole  Casecnan
Project.  The control room will be staffed 24 hours per  day  and
will  be  the contact point for the Casecnan Project's  customers
and  others.   At  the diversion structures,  personnel  will  be
responsible to ensure that the trash racks at the tunnel  intakes
are  kept clean and maintained and that excessive sediment build-
up behind the structure is prevented.

Item 2.  Properties

CE Casecnan does not separately own or lease office space but has
arranged for a separate suite at the offices of CalEnergy's
affiliate in Manila.

Item 3.  Legal Proceedings

     The  Casecnan  Project was being constructed pursuant  to  a
fixed-price,  date-certain,  turnkey construction  contract  (the
"Hanbo  Contract")  on  a  joint  and  several  basis  by   Hanbo
Corporation ("Hanbo") and Hanbo Engineering and Construction Co.,
Ltd.  ("HECC"), both of which are South Korean corporations.   As
of  May 7, 1997, CE Casecnan terminated the Hanbo Contract due to
defaults by Hanbo and HECC including the insolvency of each  such
company.  On May 7, 1997, CE Casecnan entered into a new  turnkey
engineering,  procurement and construction contract  to  complete
the  construction  of  the  Casecnan  Project  (the  "Replacement
Contract").   The  work under the Replacement Contract  is  being
conducted  by  a  consortium consisting of  Cooperativa  Muratori
Cementisti  CMC  di  Ravenna and Impresa Pizzarotti  &  C.  Spa.,
working  together with Siemens A.G., Sulzer Hydro Ltd.,  Black  &
Veatch  and  Colenco  Power Engineering Ltd.  (collectively,  the
"Replacement Contractor").

     In  connection  with  the  Hanbo  Contract  termination,  CE
Casecnan  tendered a certificate of drawing to Korea  First  Bank
("KFB")  on May 7, 1997, under the irrevocable standby letter  of
credit issued by KFB as security under the Hanbo Contract to  pay
for  certain  transition costs and other presently  ascertainable
damages  under the Hanbo Contract.  As a result of KFB's wrongful
dishonor of the draw request, CE Casecnan filed an action in  New
York State Court.  That Court granted CE Casecnan's request for a
temporary restraining order requiring KFB to deposit $79,329, the
amount of the requested draw, in an interest bearing account with
an  independent financial institution in the United States.   KFB
appealed this order, but the appellate court denied KFB's  appeal
and  on  May  19, 1997, KFB transferred funds in  the  amount  of
$79,329  to  a segregated New York bank account pursuant  to  the
Court order.

     On  August 6, 1997, CE Casecnan announced that it had issued
a   notice  to  proceed  to  the  Replacement  Contractor.    The
Replacement  Contractor  was  already  on  site  and  has   fully
mobilized and commenced engineering, procurement and construction
work on the Casecnan Project.

     On  August  27,  1997,  CE Casecnan announced  that  it  had
received  a  favorable summary judgment ruling in New York  State
Court against KFB.  The judgment, which has been appealed by  the
bank, requires KFB to honor the $79,329 drawing by CE Casecnan on
a $117,850 irrevocable standby letter of credit.

     On  September  29,  1997,  CE  Casecnan  tendered  a  second
certificate  of  drawing for $10,828 to KFB and on  December  30,
1997,  CE  Casecnan tendered a third certificate of  drawing  for
$2,920  to KFB.  KFB also wrongfully dishonored these draws,  but
pursuant  to a stipulation agreed to deposit the draw amounts  in
an  interest bearing account with the same independent  financial
institution in the United States pending resolution of the appeal
regarding the first draw and agreed to expedite the appeal.

     The  receipt of the letter of credit funds from KFB  remains
essential and CE Casecnan will continue to press KFB to honor its
clear  obligations under the letter of credit and to pursue Hanbo
and  KFB  for any additional damages arising out of their actions
to  date.  If KFB were to fail to honor its obligations under the
Casecnan  letter  of credit, such action could  have  a  material
adverse effect on the Casecnan Project and CE Casecnan.

     On  September  2, 1997, Hanbo and HECC filed a  Request  for
Arbitration before the International Chamber of Commerce ("ICC").
The  Request for Arbitration asserts various claims by Hanbo  and
HECC  against  CE  Casecnan  relating  to  the  terminated  Hanbo
Contract  and seeking damages.  On October 10, 1997, CE  Casecnan
served  its  answer and defenses in response to the  Request  for
Arbitration as well as counterclaims against Hanbo and  HECC  for
breaches  of  the  Hanbo  Contract.  The arbitration  proceedings
before  the  ICC  are ongoing and CE Casecnan intends  to  pursue
vigorously  its  claims  against  Hanbo,  HECC  and  KFB  in  the
proceedings described above.

Item 4.  Submission of Matters to a Vote of Security Holders.

     Not Applicable.

PART II

Item  5.   Market  for  Company's Equity and Related  Stockholder
Matters.

     Not Applicable.

Item 6.  Selected Financial Data

Dollars in Thousands Except Per Share Amounts


Year Ended December 31,
                                      1997    1996        1995        1994
Total revenue                     $ 19,786  $ 25,611    $  2,494   $     ---
Net loss to common stockholders    (11,264)  (13,211)     (1,200)        ---
Net loss per share                  (14.68)   (17.22)      (2.09)        ---
Total assets                       491,912   490,162     501,160       2,349
Total liabilities                  393,751   380,737     378,524       1,799
Notes and bonds payable            371,500   371,500     371,500         ---
Stockholders' equity                98,161   109,425     122,636         550

Item  7.   Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations,

Dollars in thousands, expect per share amounts

Results of Operations:

   The  Company  is  in the construction stage and  has  not  yet
started  commercial  operations as of  December  31,  1997.   The
quarter  and year ended December 31, 1997 revenue of  $5,475  and
$19,786,  respectively,  consists of interest  income  from  cash
received  from  bond  proceeds  and  equity  contributions.   The
quarter  and  year  ended December 31, 1997 interest  expense  of
$11,489  and  $45,909  less  amounts capitalized  of  $4,351  and
$12,256  and amortization of bond issue costs of $263 and  $1,053
are  related to the notes and bonds payable issued by the Company
in the fourth quarter of 1995.

Liquidity and Capital Resources:

      In  November  1995  the Company closed  the  financing  and
commenced  construction  of  the  Casecnan  Project,  a  combined
irrigation and 150 net MW hydroelectric power generation  project
located  in  the  central  part of the island  of  Luzon  in  the
Republic of the Philippines.

      CE  Casecnan, which is expected to be indirectly  owned  at
least  70% by CalEnergy, is developing the Casecnan Project under
the  terms of the Project Agreement ("Project Agreement") between
CE  Casecnan and the National Irrigation Administration  ("NIA").
Under  the  Project Agreement, CE Casecnan will develop,  finance
and  construct the Casecnan Project over the construction period,
and  thereafter own and operate the Casecnan Project for 20 years
(the  "Cooperation Period").  During the Cooperation Period,  NIA
is obligated to accept all deliveries of water and energy, and so
long  as  the Casecnan Project is physically capable of operating
and  delivering in accordance with agreed levels set forth in the
Project Agreement, NIA will pay CE Casecnan a guaranteed fee  for
the  delivery of water and a guaranteed fee for the  delivery  of
electricity,  regardless of the amount of  water  or  electricity
actually  delivered.  In addition, NIA will pay  a  fee  for  all
electricity  delivered in excess of a threshold amount  up  to  a
specified amount.  NIA will sell the electricity it purchases  to
the Philippine National Power Corporation ("NPC"), although NIA's
obligations  to CE Casecnan under the Project Agreement  are  not
dependent  on the purchase of the electricity from  NIA  by  NPC.
All  fees  to be paid by NIA to CE Casecnan are payable  in  U.S.
dollars.

     The  Casecnan  Project was being constructed pursuant  to  a
fixed-price,  date-certain,  turnkey construction  contract  (the
"Hanbo  Contract")  on  a  joint  and  several  basis  by   Hanbo
Corporation ("Hanbo") and Hanbo Engineering and Construction Co.,
Ltd.  ("HECC"), both of which are South Korean corporations.   As
of  May 7, 1997, CE Casecnan terminated the Hanbo Contract due to
defaults by Hanbo and HECC including the insolvency of each  such
company.  On May 7, 1997, CE Casecnan entered into a new  turnkey
engineering,  procurement and construction contract  to  complete
the  construction  of  the  Casecnan  Project  (the  "Replacement
Contract").   The  work under the Replacement Contract  is  being
conducted  by  a  consortium consisting of  Cooperativa  Muratori
Cementisti  CMC  di  Ravenna and Impresa Pizzarotti  &  C.  Spa.,
working  together with Siemens A.G., Sulzer Hydro Ltd.,  Black  &
Veatch  and  Colenco  Power Engineering Ltd.  (collectively,  the
"Replacement Contractor").

     In  connection  with  the  Hanbo  Contract  termination,  CE
Casecnan  tendered a certificate of drawing to Korea  First  Bank
("KFB")  on May 7, 1997, under the irrevocable standby letter  of
credit issued by KFB as security under the Hanbo Contract to  pay
for  certain  transition costs and other presently  ascertainable
damages  under the Hanbo Contract.  As a result of KFB's wrongful
dishonor of the draw request, CE Casecnan filed an action in  New
York State Court.  That Court granted CE Casecnan's request for a
temporary restraining order requiring KFB to deposit $79,329, the
amount of the requested draw, in an interest bearing account with
an  independent financial institution in the United States.   KFB
appealed this order, but the appellate court denied KFB's  appeal
and  on  May  19, 1997, KFB transferred funds in  the  amount  of
$79,329  to  a segregated New York bank account pursuant  to  the
Court order.

     On  August 6, 1997, CE Casecnan announced that it had issued
a   notice  to  proceed  to  the  Replacement  Contractor.    The
Replacement  Contractor  was  already  on  site  and  has   fully
mobilized and commenced engineering, procurement and construction
work on the Casecnan Project.

     On  August  27,  1997,  CE Casecnan announced  that  it  had
received  a  favorable summary judgment ruling in New York  State
Court against KFB.  The judgment, which has been appealed by  the
bank, requires KFB to honor the $79,329 drawing by CE Casecnan on
a $117,850 irrevocable standby letter of credit.

     On  September  29,  1997,  CE  Casecnan  tendered  a  second
certificate  of  drawing for $10,828 to KFB and on  December  30,
1997,  CE  Casecnan tendered a third certificate of  drawing  for
$2,920  to KFB.  KFB also wrongfully dishonored these draws,  but
pursuant  to a stipulation agreed to deposit the draw amounts  in
an  interest bearing account with the same independent  financial
institution in the United States pending resolution of the appeal
regarding the first draw and agreed to expedite the appeal.

     The  receipt of the letter of credit funds from KFB  remains
essential and CE Casecnan will continue to press KFB to honor its
clear  obligations under the letter of credit and to pursue Hanbo
and  KFB  for any additional damages arising out of their actions
to  date.  If KFB were to fail to honor its obligations under the
Casecnan  letter  of credit, such action could  have  a  material
adverse effect on the Casecnan Project and CE Casecnan.

     On  September  2, 1997, Hanbo and HECC filed a  Request  for
Arbitration before the International Chamber of Commerce ("ICC").
The  Request for Arbitration asserts various claims by Hanbo  and
HECC  against  CE  Casecnan  relating  to  the  terminated  Hanbo
Contract  and seeking damages.  On October 10, 1997, CE  Casecnan
served  its  answer and defenses in response to the  Request  for
Arbitration as well as counterclaims against Hanbo and  HECC  for
breaches  of  the  Hanbo  Contract.  The arbitration  proceedings
before  the  ICC  are ongoing and CE Casecnan intends  to  pursue
vigorously  its  claims  against  Hanbo,  HECC  and  KFB  in  the
proceedings described above.

     CE  Casecnan financed a portion of the cost of the  Casecnan
Project  through  the issuance of $125,000 of its  11.45%  Senior
Secured Series A Notes due 2005 and $171,500 of its 11.95% Senior
Secured  Series  B  Bonds  due 2010 and $75,000  of  its  Secured
Floating  Rate  Notes due 2002, pursuant to  an  indenture  dated
November 27, 1995, as amended to date (the "Casecnan Indenture").

      The  securities  are  senior debt of the  Company  and  are
secured by a collateral assignment of all revenues received  from
the Project, a collateral assignment of all material contracts, a
lien  on  any  accounts and funds on deposit under a Deposit  and
Disbursement Agreement, a pledge of 100% of the capital stock  of
the Company and a lien on all other material assets and property.
The securities rank pari passu with and will share the collateral
on a pro rata basis with other senior secured debt, if any.

     The securities are subject to certain optional and mandatory
redemption schemes as provided for in the offering circular.

      The  debt  covenants  contain certain  restrictions  as  to
incurrence  of  additional indebtedness;  merger,  consolidation,
dissolution,  or  any significant change in corporate  structure;
non-arm's  length  transactions or  agreements  with  affiliates;
material  change in the Turnkey Construction Contract; and  sale,
lease,  or transfer of properties material to the Project,  among
others.

      The  financial  statements of the Company are  prepared  in
United  States Dollar amounts.  Gains or losses from  translation
of  monetary assets and liabilities in foreign currencies are not
material.
Item 8.  Financial Statements and Supplementary Data

Report of Independent Public Accountants                                 18

Balance Sheets, December 31, 1997 and 1996                               19

Statements of Operations for the Years Ended December 31, 1997,1996
and 1995 and for the Period from Inception (September 21, 1994) to
December 31, 1997                                                        20

Statements of Changes in Stockholders' Equity for the Period from
Inception (September 21, 1994) to December 31, 1997                      21

Statements of Cash Flows for the Years Ended December 31, 1997,1996
and 1995 and for the Period from Inception (September 21, 1994)
to December 31, 1997                                                     22

Notes to Financial Statements                                            23



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



The Stockholders and the Board of Directors
CE Casecnan Water and Energy Company, Inc.


We have audited the accompanying balance sheets of CE Casecnan
Water and Energy Company, Inc. (a company in the development
stage) as of December 31, 1997 and 1996, and the related
statements of operations, changes in stockholders' equity, and
cash flows for each of the three years in the period ended
December 31, 1997 and for the period from inception (September 21,
1994) to December 31, 1997.  These financial statements are the
responsibility of the Company's management.  Our responsibility is
to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of CE
Casecnan Water and Energy Company, Inc. as of December 31, 1997
and 1996, and the results of its operations, the changes in
stockholders' equity, and its cash flows for each of the three
years in the period ended December 31, 1997 and for the period
from inception (September 21, 1994) to December 31, 1997, in
conformity with accounting principles generally accepted in the
United States of America.

                              SYCIP, GORRES, VELAYO & CO.
                              An Arthur Andersen Member Firm



Makati City, Philippines
January 23, 1998

           CE CASECNAN WATER AND ENERGY COMPANY, INC.

                         BALANCE SHEETS
        (in thousands, except share and per share amounts)
                ________________________________

                                               December 31,   December 31,
                                                   1997           1996
ASSETS
Cash                                           $       547   $         32
Restricted cash and short-term investments         183,607        144,122
Accrued interest and other receivables               2,962          4,958
Restricted investments                             126,684        273,015
Bond issue costs, net                               11,513         12,566
Development and construction costs                 158,266         50,793
Deferred income tax                                  8,333          4,676

 Total assets                                   $  491,912     $  490,162

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Accounts payable and accrued expenses          $    19,192      $   8,803
Advances from an affiliate                           3,059            434
Notes and bonds payable                            371,500        371,500

 Total liabilities                                 393,751        380,737

Commitments and contingencies (Note 8)

Stockholders' equity:
Common stock - par value $0.038 per share,
 authorized 2,148,000 shares, issued and
 outstanding 767,162 shares at December 31,
 1997 and 1996                                          29             29
Additional paid in capital                         123,807        123,807
Accumulated deficit                                (25,675)       (14,411)

 Total stockholders' equity                         98,161        109,425

 Total liabilities and stockholders' equity      $ 491,912      $ 490,162

 The accompanying notes are an integral part of these financial statements.

           CE CASECNAN WATER AND ENERGY COMPANY, INC.

                    STATEMENTS OF OPERATIONS
       (in thousands, except share and per share amounts)
                ________________________________


                                                                  From Inception
                                                                  (September 21,
                               Year Ended  Year Ended  Year Ended    1994)  to
                                December    December    December      December
                                31, 1997    31, 1996    31, 1995      31, 1997
Revenues:
Interest and other income       $ 19,786    $ 25,611    $  2,494      $ 47,891

Costs and expenses:

Interest expense - net of
interest capitalized              33,653      41,903       4,265        79,822
Amortization of bond issue costs   1,053         949          75         2,077

Total cost and expenses           34,706      42,852       4,340        81,899

Loss before income taxes         (14,920)    (17,241)     (1,846)      (34,008)

Deferred income tax benefit        3,656       4,030         646         8,333

Net loss to common stockholders $(11,264)   $(13,211)    $(1,200)     $(25,675)

Net loss per share             $  (14.68)  $  (17.22)  $   (2.09)     $ (37.20)
Average number of common
   shares outstanding            767,162     767,162     575,372       690,254

 The accompanying notes are an integral part of these financial statements.

           CE CASECNAN WATER AND ENERGY COMPANY, INC.
          STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
        For the Period from Inception (September 21,1994)
                      to December 31, 1997
       (in thousands, except share and per share amounts)
                ________________________________


                            Outstanding          Additional
                              Common     Common   Paid-in   Accumulated
                              Shares      Stock   Capital     Deficit    Total
Balance,  September 21,  1994      -   $      -  $      -  $        -  $     -

Issuance of common shares at
  $0.038 par value           537,014         20       530           -      550

Balance, December 31, 1994   537,014         20       530           -      550

Additional issuance of
  stock (Note 7)             230,148          9         -           -        9

Additional paid-in capital
  (Note 5)                         -          -   123,277           -  123,277

Net loss                           -          -         -      (1,200)  (1,200)

Balance, December 31, 1995   767,162         29   123,807      (1,200) 122,636

Net loss                           -          -         -     (13,211) (13,211)

Balance, December 31, 1996   767,162         29   123,807     (14,411) 109,425

Net loss                           -          -         -     (11,264) (11,264)

Balance, December 31, 1997   767,162    $    29  $123,807   $ (25,675)$ 98,161

 The accompanying notes are an integral part of these financial statements.

           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                    STATEMENTS OF CASH FLOWS
                         (in thousands)
                ________________________________
                                                                      From
                                                                   Inception
                                                                   (September
                                Year Ended  Year Ended  Year Ended  21, 1994)
                               December 31,December 31,December 31,to December
                                  1997        1996        1995       31,1997

Cash flows from operating activities:
Net loss                         $ (11,264)  $ (13,211)  $(1,200)  $ (25,675)
Adjustments to reconcile net cash
 flow from operating activities:
 Provision for deferred income
 tax benefit                        (3,656)     (4,030)     (646)     (8,333)
 Amortization of bond issue costs    1,053       94          975       2,077
 Decrease (increase) in accrued
 interest and other receivables      1,996      (2,138)   (2,820)     (2,962)
 Increase in accounts payable and
    accrued expenses                   360       1,828     4,266       6,455

Net cash flows from operating
  activities                       (11,511)    (16,602)     (325)    (28,438)

Cash flows from investing activities:
Additions to development and
  construction costs              (107,474)    (42,453)   (6,541)   (158,266)
Decrease (increase) in restricted
 cash and short-term investments   (39,485)     91,729  (235,851)   (183,607)
Decrease (increase) in restricted
  investments                      146,331     (34,550) (238,465)   (126,684)
Increase in accounts payable and accrued
 expenses related to development
 and construction costs             10,029       1,303     1,406      12,737

Net cash flows from investing
  activities                         9,401      16,029  (479,451)   (455,820)

Cash flows from financing activities:
Issuance of bonds payable                -           -   371,500     371,500
Proceeds from issuance of capital stock  -           -         9          29
Additional paid-in capital               -           -   123,277     123,807
Bond issue costs                         -        (173)  (13,417)    (13,590)
Accrued expense related to
  financing activities                   -        (279)      279           -
Advances from an affiliate           2,625        (639)     (726)      3,059

Net cash flows from financing
  activities                         2,625      (1,091)  480,922     484,805

Net increase (decrease) in cash and
  cash equivalents                     515      (1,664)    1,146         547
Cash and cash equivalents at beginning
   of period                            32       1,696       550           -
Cash and cash equivalents at
  end of period                  $     547   $      32   $ 1,696     $   547
Supplemental disclosure of cash flow information
Interest paid during the year
(net of amount capitalized)      $  33,292   $  40,074         -     $73,366

 The accompanying notes are an integral part of these financial statements.

           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                  NOTES TO FINANCIAL STATEMENTS
       (in thousands, except share and per share amounts)
                ________________________________

1.Organization

  The  Company or CE Casecnan was registered with the  Philippine
  Securities and Exchange Commission on September 21, 1994,  with
  a  fiscal year which ends on December 31.  Its primary  purpose
  is  to design, develop, construct, erect, assemble, commission,
  operate  and  own a hydroelectric power plant and  the  related
  facilities  for  conversion into electricity of water  provided
  by  and  under contract with the Philippine Government  or  any
  government-owned or controlled corporation.

  The  Company  has  a  contract with the Philippine  Government,
  through   the  National  Irrigation  Administration  (NIA)   (a
  government-owned   and   controlled   corporation),   for   the
  development  and  construction of a hydroelectric  power  plant
  and   related  facilities  under  a  build-own-operate-transfer
  agreement, covering a 20-year cooperation period with "take-or-
  pay" obligations for water and electricity.  At the end of  the
  20-year  cooperation period, the combined  irrigation  and  150
  net  MW  hydroelectric power generation project  (the  Casecnan
  Project)  will  be transferred to the Philippine Government  at
  no  cost.   The Philippine Government also signed a Performance
  Undertaking  which,  among others, affirms and  guarantees  the
  obligations  of  NIA under the contract.  Construction  of  the
  Casecnan  Project  commenced  in 1995  and  related  costs  are
  included  under  "Development and Construction  Costs"  in  the
  balance sheets.

  The  Company  is  in  the development stage  and  has  not  yet
  started commercial operations as of December 31, 1997.

  After  the  completion  of  the  aforementioned  project,   the
  Company  is  expected  to be owned at least  70%  by  CalEnergy
  Company,  Inc.  (CECI), through its wholly owned  subsidiaries,
  CE  Casecnan  Ltd.  and  Kiewit Energy International  (Bermuda)
  Ltd.,  subject  to  upward adjustment  based  upon  the  actual
  economics   of   the  Casecnan  Project  at   commencement   of
  commercial operations.

2.United States Dollar Financial Statements

  The  financial  statements  of the  Company  were  prepared  in
  United  States dollar amounts.  Gains or losses resulting  from
  translation  of  monetary  assets and  liabilities  in  foreign
  currencies are not material.

3.Summary of Significant Accounting Policies

  Restricted Cash and Short-term Investments
  Investments   other   than  restricted   cash   are   primarily
  commercial paper and money market securities.  Restricted  cash
  includes similar securities and mortgage-backed securities.

  Since  the Company has the positive intent and ability to  hold
  all  of  its  investments to maturity, these are classified  as
  held  to maturity and recorded at amortized cost.  The carrying
  amount  of  investments  as of December 31,  1997  approximates
  their  fair  value  which is based on quoted market  prices  as
  provided by the financial institution holding the investments.


  Bond Issue Costs
  Bond  issue costs consist of costs incurred in the issuance  of
  senior secured notes and bonds and are amortized over the  term
  of  the  notes  and  bonds  using the effective  interest  rate
  method.

  Development and Construction Costs
  Costs  related  to  the  development and  construction  of  the
  hydroelectric   power   plant  and   related   facilities   are
  capitalized  and will be amortized over a period  of  20  years
  from the start of its commercial operations.

  Interest Capitalization
  Interest  and other financial charges are capitalized  as  part
  of  the  cost of capital projects.  Interest is capitalized  up
  to the extent of construction and development costs incurred.

  Foreign Exchange Transactions
  The  Company prepares its financial statements in United States
  dollar  amounts.  Transactions conducted in foreign  currencies
  (Philippine  pesos) are recorded based on the prevailing  rates
  of   exchange  at  transaction  dates.   Monetary  assets   and
  liabilities   denominated  in  foreign  currencies  (Philippine
  pesos)  are  restated  in  the  financial  statements  at   the
  exchange rates prevailing at the balance sheet date.

  Income Tax
  Deferred  tax  assets and liabilities are  recognized  for  the
  future  tax  consequences attributable to  differences  between
  the  financial  reporting bases of assets and  liabilities  and
  their  related tax bases.  Deferred tax assets and  liabilities
  are  measured using the tax rate expected to apply  to  taxable
  income  in  the years in which those temporary differences  are
  expected to be recovered or settled.  A valuation allowance  is
  provided for deferred tax assets which is more likely than  not
  that a tax benefit will not be realized.

  Notes and Bonds Payable
  The   Company  classifies  its  notes  and  bonds  payable   in
  accordance  with FAS No. 107 "Disclosures about Fair  Value  of
  Financial  Instruments."  The carrying amount of the  Company's
  notes  and  bonds  payable approximates  their  fair  value  at
  December 31, 1997.

4.Advances from an Affiliate

  This  account represents noninterest-bearing cash advances from
  CE  Casecnan Ltd., a stockholder,  for the construction of  the
  Casecnan Project.

5.Notes and Bonds Payable

  On  November  27,  1995, the Company issued $371,500  worth  of
  notes  and  bonds to finance the construction of  the  Casecnan
  Project.   These  consist  of $75,000 Senior  Secured  Floating
  Rate  Notes (FRNs) due 2002; $125,000 Senior Secured  Series  A
  Notes  (Series A Notes) with interest at 11.45% due 2005;  and,
  $171,500  Senior Secured Series B Bonds (Series B  Bonds)  with
  interest  at 11.95% due 2010.  For the year ended December  31,
  1997,  the  notes  and bonds had effective  interest  rates  of
  9.41%, 12.10% and 12.51% for FRNs, Series A Notes and Series  B
  Bonds,  respectively,  inclusive of the effect  of  bond  issue
  cost  amortization.  Quarterly interest payments for  the  FRNs
  commenced  on  February  15,  1996,  and  semiannual   interest
  payments  for  Series A Notes and Series B Bonds  commenced  on
  May 15, 1996.

  Semiannual  installments for principal payments  will  commence
  on  November  15, 2000, May 15, 2003 and May 15, 2002  for  the
  FRNs,  Series  A  Notes and Series B Bonds, respectively.   The
  repayment schedule is as follows:

                   Floating  Series A    Series B
                       Rate     Notes       Bonds     Total
                      Notes
     2000           $18,750         $-         $-   $18,750
     2001            29,625          -          -    29,625
     2002            26,625          -      8,575    35,200
     2003                 -     33,750      7,718    41,468
     2004                 -     42,500      6,860    49,360
     2005                 -     48,750      6,002    54,752
     2006                 -          -     36,015    36,015
     2007                 -          -     37,730    37,730
     2008                 -          -     37,730    37,730
     2009                 -          -     13,720    13,720
     2010                 -          -     17,150    17,150
                    $75,000   $125,000   $171,500  $371,500

  The  securities are senior debt of the Company and are  secured
  by  an  assignment of all revenues received from  the  Casecnan
  Project,  a collateral assignment of all material contracts,  a
  lien  on any accounts and funds on deposit under a Deposit  and
  Disbursement  Agreement, a pledge of 100% of the capital  stock
  of  the  Company  and a lien on all other material  assets  and
  property  interests of the Company.  The securities  rank  pari
  passu  with  and will share the collateral on a pro rata  basis
  with  other  senior secured debt, if any.  The  securities  are
  subject  to  certain optional and mandatory redemption  schemes
  as provided for in the offering circular.

  The   debt  covenants  contain  certain  restrictions   as   to
  incurrence  of  additional indebtedness; merger, consolidation,
  dissolution, or any significant change in corporate  structure;
  non-arm's  length  transactions or agreements with  affiliates;
  material change in the Turnkey Construction Contract (see  Note
  8);  sale,  lease, or transfer of properties  material  to  the
  Casecnan Project, among others.

  In  connection  with  the foregoing secured  indebtedness,  the
  Company,  on  November 27, 1995, entered  into  a  Deposit  and
  Disbursement   Agreement  with  Chemical   Trust   Company   of
  California  (Chemical Trust) and Kiewit whereby Chemical  Trust
  will  act  as  a  depositary  and a  collateral  agent.   As  a
  depositary   agent,  it  will  hold  moneys,  instruments   and
  securities  pledged  by  the Company to the  collateral  agent.
  The  terms  of  this  agreement require  the  establishment  of
  several  funds which include a Capital Contribution  Fund.   CE
  Casecnan  Ltd.  and  Kiewit  deposited  an  aggregate   capital
  contribution of approximately $123,300 to the fund  which  will
  be  strictly  used  to fund the construction  of  the  Casecnan
  Project when the proceeds from the Series A Notes and Series  B
  Bonds  have  been  fully  utilized.  The  contributions  of  CE
  Casecnan Ltd. and Kiewit are included in the "Additional  paid-
  in capital" in the balance sheets.

  Interest  capitalized as part of Development  and  Construction
  Costs  amounted to $12,256 million and $3,843 in 1997 and 1996,
  respectively.

6.Income Tax

  The  Company's  deferred  tax asset  amounting  to  $8,333  and
  $4,676 (net of valuation allowance of $3,570 and $2,004) as  of
  December  31, 1997 and 1996, respectively, consists  mainly  of
  the  difference between the financial reporting basis  and  the
  tax reporting basis for Development and Construction Costs.

7.Capital Stock

  On  October 26, 1995, the Company issued 230,148 shares to  the
  current  minority stockholders out of the unsubscribed  portion
  of the Company's authorized capital stock.

  The  minority stockholders initially formed a venture to pursue
  the  opportunity  of developing a water and energy  project  in
  the Casecnan Basin.  After securing preliminary indications  of
  interest   from   the  Philippine  Government,   the   minority
  stockholders sought out the other shareholders to  form  a  new
  entity  capable of financing and building the Casecnan Project.
  In  consideration  of  their role in  initiating  the  Casecnan
  Project,   delivering  the  opportunity  to  the  Company   and
  performing  development assistance, the  minority  stockholders
  retained an ownership interest in the Company.

8.Commitments, Contingencies and Other Matters

  In   November  1995,  the  Company  closed  the  financing  and
  commenced  construction  of the Casecnan  Project,  a  combined
  irrigation  and  150  net  MW  hydroelectric  power  generation
  project  located in the central part of the island of Luzon  in
  the Republic of the Philippines.

  CE  Casecnan  financed a portion of the cost  of  the  Casecnan
  Project  through the issuance of $125,000 of its 11.45%  Senior
  Secured  Series  A Notes due 2005 and $171,500  of  its  11.95%
  Senior  Secured  Series B Bonds due 2010  and  $75,000  of  its
  Secured  Floating Rate Notes due 2002, pursuant to an indenture
  dated as of November 27, 1995, as amended to date.

  The Casecnan Project was being constructed pursuant to a fixed-
  price,  date-certain, turnkey construction contract (the "Hanbo
  Contract")  on  a joint and several basis by Hanbo  Corporation
  ("Hanbo")  and  Hanbo  Engineering and Construction  Co.,  Ltd.
  ("HECC"), both of which are South Korean corporations.   As  of
  May  7, 1997, CE Casecnan terminated the Hanbo Contract due  to
  defaults  by  Hanbo and HECC including the insolvency  of  each
  such  company.  On May 7, 1997, CE Casecnan entered into a  new
  turnkey  engineering, procurement and construction contract  to
  complete   the  construction  of  the  Casecnan  Project   (the
  "Replacement  Contract").   The  work  under  the   Replacement
  Contract  is  being  conducted by a  consortium  consisting  of
  Cooperativa  Muratori  Cementisti CMC di  Ravenna  and  Impresa
  Pizzarotti  &  C.  Spa., working together  with  Siemens  A.G.,
  Sulzer   Hydro   Ltd.,  Black  &  Veatch  and   Colenco   Power
  Engineering Ltd. (collectively, the "Replacement Contractor").

  In  connection with the Hanbo Contract termination, CE Casecnan
  tendered  a certificate of drawing to Korea First Bank  ("KFB")
  on  May 7, 1997, under the irrevocable standby letter of credit
  issued  by KFB as security under the Hanbo Contract to pay  for
  certain  transition  costs  and other  presently  ascertainable
  damages  under  the  Hanbo Contract.   As  a  result  of  KFB's
  wrongful  dishonor  of the draw request, CE Casecnan  filed  an
  action  in  New  York  State  Court.   That  Court  granted  CE
  Casecnan's request for a temporary restraining order  requiring
  KFB  to  deposit $79,329, the amount of the requested draw,  in
  an  interest  bearing  account with  an  independent  financial
  institution  in  the United States.  KFB appealed  this  order,
  but  the  appellate court denied KFB's appeal and  on  May  19,
  1997,  KFB  transferred funds in the amount  of  $79,329  to  a
  segregated New York bank account pursuant to the Court order.

  On  August 6, 1997, CE Casecnan announced that it had issued  a
  notice   to   proceed  to  the  Replacement  Contractor.    The
  Replacement  Contractor  was already  on  site  and  has  fully
  mobilized   and   commenced   engineering,   procurement    and
  construction work on the Casecnan Project.

  On  August 27, 1997, CE Casecnan announced that it had received
  a  favorable  summary judgment ruling in New York  State  Court
  against  KFB.   The judgment, which has been  appealed  by  the
  bank,  requires KFB to honor the $79,329 drawing by CE Casecnan
  on a $117,850 irrevocable standby letter of credit.

  On   September  29,  1997,  CE  Casecnan  tendered   a   second
  certificate  of drawing for $10,828 to KFB and on December  30,
  1997,  CE Casecnan tendered a third certificate of drawing  for
  $2,920  to  KFB.  KFB also wrongfully dishonored  these  draws,
  but  pursuant  to  a  stipulation agreed to  deposit  the  draw
  amounts   in  an  interest  bearing  account  with   the   same
  independent financial institution in the United States  pending
  resolution  of the appeal regarding the first draw  and  agreed
  to expedite the appeal.

       The receipt of the letter of credit funds from KFB remains
  essential and CE Casecnan will continue to press KFB  to  honor
  its  clear obligations under the letter of credit and to pursue
  Hanbo  and KFB for any additional damages arising out of  their
  actions  to date.  If KFB were to fail to honor its obligations
  under  the Casecnan letter of credit, such action could have  a
  material  adverse  effect  on  the  Casecnan  Project  and   CE
  Casecnan.

  On  September  2,  1997, Hanbo and HECC  filed  a  Request  for
  Arbitration  before  the  International  Chamber  of   Commerce
  ("ICC").   The  Request for Arbitration asserts various  claims
  by   Hanbo  and  HECC  against  CE  Casecnan  relating  to  the
  terminated Hanbo Contract and seeking damages.  On October  10,
  1997,  CE  Casecnan served its answer and defenses in  response
  to  the  Request  for  Arbitration  as  well  as  counterclaims
  against  Hanbo  and  HECC for breaches of the  Hanbo  Contract.
  The  arbitration proceedings before the ICC are ongoing and  CE
  Casecnan  intends  to  pursue  vigorously  its  claims  against
  Hanbo, HECC and KFB in the proceedings described above.

  The  Company's ability to make payments on any of its  existing
  and future obligations is dependent on NIA and the Republic  of
  the  Philippines'  performance of their obligations  under  the
  Project    Agreement    and   the   Performance    Undertaking,
  respectively.  No shareholders, partners or affiliates  of  the
  Company,   including  CECI,  and  no  directors,  officers   or
  employees  of  the  Company will guarantee or  be  in  any  way
  liable  for payment of the Company's obligations.  As a result,
  payment   of  the  Company's  obligations  depends   upon   the
  availability   of  sufficient  revenues  from   the   Company's
  business after the payment of operating expenses.

  NIA's payments of obligations under the Project Agreement  will
  be  substantially denominated in United States dollars and  are
  expected   to  be  the  Company's  sole  source  of   operating
  revenues.   Because  of the Company's dependence  on  NIA,  any
  material  failure of NIA to fulfill its obligations  under  the
  Project  Agreement and any material failure of the Republic  of
  the   Philippines   to  fulfill  its  obligations   under   the
  Performance Undertaking would significantly impair the  ability
  of the Company to meet its existing and future obligations.

  There were no material outstanding lawsuits as of December  31,
  1997  other  than  the  letter of  credit  litigation  and  ICC
  arbitration described above.

9.Registration with the Board of Investments (BOI)

  The  Company  is registered with the BOI of the Philippines  as
  a  new  operator  of a hydroelectric power plant  with  pioneer
  status  under  the Omnibus  Investment Code of 1987  (Executive
  Order  No.  226).   Under  the terms of its  registration,  the
  Company  is  entitled to certain incentives  which  include  an
  income  tax  holiday for a minimum of six years; tax  and  duty
  free  importation of capital equipment; tax credits on domestic
  capital  equipment;  and  exemption  from  custom  duties   and
  national  internal  revenue  taxes  for  the  importation   and
  unrestricted   use   of  the  consigned   equipment   for   the
  development,  construction, start-up, testing and operation  of
  the   power  plant.   The  registration  also  requires,  among
  others,   the  maintenance  of  a  debt-to-equity   ratio   not
  exceeding   75:25  commencing  from  the  start  of  commercial
  operations.


Item  9:    Changes  in  and Disagreements  with  Accountants  on
Accounting and Financial Disclosure

         Not Applicable
PART III

Item 10.  Directors and Executive Officers of the Company

      The  following  table  sets  forth  the  names,  ages,  and
positions of the directors and executive officers of the Company:

NAME                AGE       POSITION

David  L.  Sokol            41   Director, Chairman and Chief Executive Officer
Gregory  E. Abel            35   President and Chief Operating Officer
Steven A. McArthur          40   Director, Executive Vice President and General
                                 Counsel
Craig M. Hammett            36   Senior Vice President and
                                 Chief Financial Officer
Douglas L. Anderson         40   Assistant Vice President
Edward F. Bazemore          61   Vice President - Human Resources
Vincent R. Fesmire          57   Vice President - Construction
James A. Flores             44   Assistant Treasurer
Patrick J. Goodman          31   Vice President and Chief Accounting Officer
Brian Hankel                35   Vice President and Treasurer
Scott LaPrairie             40   Director
Ruby  S.  Nitorreda         34   Director and Assistant Corporate Secretary
Elizabeth B. Opena          28   Director
Donald  M.  O'Shei,  Jr.    39   Director, Vice Chairman, President
                                 and Chief Operating Officer, Asia
Jose R. Sandejas            60   Director and Corporate Secretary
Robert S. Silberman         40   Senior Vice President, Administration
James D. Stallmeyer         40   Vice President and General Counsel,Asia
Oscar Violago               53   Director

      Directors  of  the  Company are elected annually  and  hold
office  until  a  successor is elected.  Executive  officers  are
chosen  from  time  to  time by vote of the Board  of  Directors.
Pursuant  to the terms of the Stockholders Agreement, CE Casecnan
Ltd.  is  entitled to elect four of the directors, KEIL  Casecnan
Ltd. is entitled to elect three of the directors, and each of the
minority investors is entitled to elect one director.

      David  L. Sokol.  In addition to serving as a Director  and
Chairman  and Chief Executive Officer of the Company,  Mr.  Sokol
has  been Chief Executive Officer since April 19, 1993 and served
as  President of CalEnergy from April 19, 1993 until January  21,
1995.   Mr.  Sokol  has been Chairman of the Board  of  Directors
since  May  1994  and a director of CalEnergy since  March  1991.
Formerly,  among  other positions held in the  independent  power
industry,  Mr. Sokol served as the President and Chief  Executive
Officer of Kiewit Energy Company a wholly owned subsidiary of PKS
and Ogden Projects, Inc.

      Gregory  E. Abel.  In addition to serving as President  and
Chief Operating Officer of the Company, Mr. Abel is President and
Chief  Operating Officer of CalEnergy.  Mr. Abel joined CalEnergy
in  1992.   Mr. Abel is a Chartered Accountant and from  1984  to
1992  he was employed by Price Waterhouse.  As a Manager  in  the
San  Francisco office of Price Waterhouse, he was responsible for
clients in the energy industry.

      Steven A. McArthur.  In addition to serving as a Director,
Executive Vice President and General Counsel of the Company, Mr.
McArthur is a Executive Vice President, General Counsel, and
Secretary of CalEnergy.  Mr. McArthur joined CalEnergy in February
1991.  From 1988 to 1991 he was an attorney in the Corporate Finance
Group at Shearman & Sterling in San Francisco.  From 1984 to 1988,
he was an attorney in the Corporate Finance Group at Winthrop,
Stimson, Putnam & Roberts in New York.

      Craig M. Hammett.  In addition to serving as Senior Vice President
and Chief Financial Officer for the Company, he is Senior Vice President
and Chief Financial Officer for CalEnergy.  Mr. Hammett joined CalEnergy
in 1996.  Prior to joining CalEnergy, Mr. Hammett served as Director of
Project Finance for Entergy Power Group, as Director, Project Finance and
M&A for CSW Energy and as a corporate loan officer for various financial
institutions.

      Douglas  L. Anderson.   In addition to serving as Assistant
Vice  President  for  the  Company,  Mr.  Anderson  is  Assistant
Secretary  and  Assistant  General  Counsel  of  CalEnergy.   Mr.
Anderson  joined CalEnergy in February 1993.  From 1990  to  1993
Mr.  Anderson  was  a  business attorney  with  Fraser,  Stryker,
Vaughn, Meusey, Olson, Boyer & Bloch, P.C. in Omaha and from 1987
through 1989, Mr. Anderson was a principal in the firm Anderson &
Anderson.   Prior to that, from 1985 to 1987, he was an  attorney
for Foster, Swift, Collins & Coey, P.C. in Lansing, Michigan.

      Edward  F.  Bazemore.   In  addition  to  serving  as  Vice
President  - Human Resources for the Company, he also  serves  in
the  same  capacity for CalEnergy.  Mr. Bazemore joined CalEnergy
in  July  1991.   From 1989 to 1991 he was Vice President,  Human
Resources at Ogden Projects, Inc., in New Jersey.  Previously, he
was  Director  of  Industrial  Relations  for  Scripto,  Inc.  in
Atlanta, Georgia.

      Vincent  R.  Fesmire.   In  addition  to  serving  as  Vice
President  -  Construction for the Company, Mr. Fesmire  is  Vice
President,  Construction  and  Engineering  for  CalEnergy.   Mr.
Fesmire   joined  CalEnergy  in  October  1993.   Since   joining
CalEnergy,  Mr.  Fesmire's  responsibilities  have  shifted  from
project   development  and  implementation  to  construction   in
parallel  with  the  status of CalEnergy's  projects.   Prior  to
joining  CalEnergy, Mr. Fesmire was employed for  19  years  with
Stone   &  Webster,  an  engineering  firm,  serving  in  various
management  level  capacities with  an  expertise  in  geothermal
design engineering.

      James  A.  Flores.   In  addition to serving  as  Assistant
Treasurer for the Company, Mr. Flores is Vice President,  Project
Finance  for CalEnergy.  Prior to joining CalEnergy in May  1994,
Mr.  Flores was employed for 12 years with Mellon Bank  first  in
its  Latin American Group and subsequently in its Project Finance
Group.

      Patrick  J.  Goodman.   In  addition  to  serving  as  Vice
President  and  Chief Accounting Officer for the Company,  he  is
Vice  President and Chief Accounting Officer for CalEnergy.   Mr.
Goodman joined CalEnergy in June 1995, and serviced as Manager of
Consolidation  Accounting  until  September  1996  when  he   was
promoted to Controller.  Prior to joining CalEnergy, Mr.  Goodman
was an accountant at Coopers & Lybrand.

      Brian Hankel.  In addition to serving as Treasurer for  the
Company,  he is Vice President and Treasurer for CalEnergy.   Mr.
Hankel  joined  CalEnergy in February 1992 as a Treasury  Analyst
and  served  in that position to December 1995.  Mr.  Hankel  was
appointed  Assistant Treasurer in January 1996 and was  appointed
Treasurer  in  January 1997.  Prior to joining the  Company,  Mr.
Hankel  was a Money Position Analyst at FirsTier Bank of  Lincoln
from 1988 to 1992 and Senior Credit Analyst at FirsTier from 1987
to 1988.

      Scott  LaPrairie.  In addition to serving as a Director  of
the  Company,  Mr.  LaPrairie is President  and  Chief  Executive
Officer of the LaPrairie Group of Companies.

     Ruby S. Nitorreda.  In addition to serving as a Director and
Assistant Corporate Secretary of the Company, Ms. Nitorreda is an
attorney with the law firm of Quisumbing Torres & Evangelista.

     Donald M. O'Shei, Jr.  In addition to serving as a Director,
Vice Chairman and President and Chief Operating Officer, Asia  of
the  Company,  Mr.  O'Shei is President of CalEnergy  Development
Company.  Mr. O'Shei joined the Company in August 1992.  Prior to
1997,  he  served as General Manager-Indonesia and Vice President
of CE International Investments, Ltd. for the Company.  From 1991
to   1992,  he  was  employed  by  Proven  Alternatives   Capital
Corporation  as a Financial Analyst.  Prior to 1991,  Mr.  O'Shei
served  in  the  U.S.  Army in the Special Forces,  Airborne  and
Pathfinder Units.

      Jose R. Sandejas.  In addition to serving as a Director and
Corporate  Secretary of the Company, Mr. Sandejas  is  a  partner
with the law firm of Quisumbing Torres & Evangelista.

      Robert S. Silberman.  In addition to serving as Senior Vice
President, Administration of the Company, Mr. Silberman is Senior
Vice  President,  Administration  of  CalEnergy.   Mr.  Silberman
joined CalEnergy in 1995.  Prior to that, Mr. Silberman served as
Executive  Assistant to the Chairman and Chief Executive  Officer
of  International Paper Company, as Director of  Project  Finance
and  Implementation for the Ogden Corporation, and as  a  Project
Manager in Business Development for Allied-Signal, Inc.   He  has
also served as the Assistant Secretary of the Army for the United
States Department of Defense.

      James  D.  Stallmeyer.   In addition  to  serving  as  Vice
President   and  General  Counsel,  Asia  of  the  Company,   Mr.
Stallmeyer   is  General  Counsel  of  Northern  Electric.    Mr.
Stallmeyer joined the Company in 1993.  Mr. Stallmeyer  practiced
in  the public finance and banking areas at Chapman and Cutler in
Chicago from 1984 to 1987 and in the corporate finance department
from 1989 to 1993.  Prior to that, Mr. Stallmeyer was an attorney
in  the  public  finance  department of  the  Chicago  office  of
Skadden, Arps, Slate, Meagher & Flom in 1987 and 1988 and  was  a
legal writing instructor at the University of Illinois College of
Law in 1988 and 1989.

      Oscar Violago.  In addition to serving as a Director of the
Company,  Mr.  Violago is President of San Lorenzo Ruiz  Builders
and Developers Group, Inc. of Metro Manila, the Philippines.

Item 11.  EXECUTIVE COMPENSATION

      None  of the executive officers or directors of the Company
receives  compensation from the Company for services as  officers
or  directors  of the Company.  All directors are reimbursed  for
their expenses in attending board and committee meetings.

Item  12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
MANAGEMENT
Description of Capital Stock

     As of December 31, 1997, the authorized capital stock of the
Company consisted of 2,148,000 shares of common stock, par  value
1.00 peso per share (the "Common Stock"), of which 767,162 shares
were  outstanding.   There is no public trading  market  for  the
Common  Stock.  As of December 31, 1997 there were 13 holders  of
record of the Common Stock.  Holders of Common Stock are entitled
to   one  vote  per  share  on  any  matter  coming  before   the
stockholders for a vote.

      The  Indenture contains certain restrictions on the payment
of dividends with respect to the Common Stock.

Principal Holders

      The following table sets forth information with respect  to
the  shares  of common stock owned of record and beneficially  by
all  persons who own of record or are known by the Company to own
beneficially  more  than  5%  of the  common  stock  and  by  all
directors and officers of the Company as a group.

                                   Number Of         Percentage Of
Name and Address of Owner        Shares Owned*    Common Stock Owned

1.  CE Casecnan, Ltd.  (1)          268,503              35%(2)
  a Bermuda corporation
  c/o Conyers Dill & Pearman
  Clarendon House
  P.O. Box 666
  Hamilton, Bermuda HM CX
2.  Kiewit Energy International
  (Bermuda) Ltd.(1)                 268,502              35%(2)
  a Bermuda corporation
  c/o Appleby Spurling & Kempe
  Cedar House
  41 Cedar House HM 179
  Hamilton, Bermuda HM EX

3.  LaPrairie Group Contractors
  (International), Ltd.             115,074             15%(3)
  a Barbados corporation
  c/o P.O. . Box 690C
  Bridgetown, Barbados

4. San Lorenzo Ruiz Builders
  and Developers Group, Inc.        115,074             15%(3)
  a Philippine corporation
  Violago Compound
  222 East Rodriguez Avenue
  Quezon City, Philippines

*In  addition, each director of the Company owns one share in the
Company as required by Philippine law.

      (1)  CalEnergy indirectly owns CE Casecnan, Ltd., a Bermuda
corporation,  and  Kiewit  Energy International  (Bermuda)  Ltd.,
which are the registered owners of the shares.

      (2)   Number  of shares owned subject to upward  adjustment
based  on  projected level of financial return to CalEnergy  from
the Project calculated at the time of Completion.

      (3)   Number of shares owned subject to downward adjustment
based  on  projected level of financial return to CalEnergy  from
the Project calculated at the time of Completion.  Neither of the
minority  shareholders will have a major role in the development,
construction or operation of the project.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  Not Applicable.

                           SIGNATURES


   Pursuant  to  the requirements of Section 13 or 15(d)  of  the
Securities Exchange Act of 1934, the Company has duly caused this
report  to  be signed on its behalf by the undersigned, thereunto
duly  authorized,  in the City of Omaha, State  of  Nebraska,  on
March 26, 1998.


                          CE  CASECNAN WATER AND ENERGY  COMPANY, INC.



                         By:  /s/ Steven A. McArthur
                              Steven A. McArthur
                              Director and Executive Vice President

   Pursuant to the requirements of the Securities Exchange Act of
1934,  the  Company has caused this report to be  signed  by  the
following persons in the capacities and on the dates indicated:

Signature                          Title                               Date

David L. Sokol*         Chairman of the Board and Chief
David L. Sokol          Executive Officer                       March 26, 1998
                        (Principal Executive Officer)

Gregory E. Abel*        President and Chief Operating Officer   March 26, 1998
Gregory E. Abel

Craig M. Hammett*       Senior Vice President and Chief Financial
Craig M. Hammett        Officer                                 March 26, 1998
                        (Principal Financial Officer)

Steven A. McArthur      Director and Executive Vice President   March 26, 1998
Steven A. McArthur

Ruby S. Nitorreda*      Director and Assistant Secretary        March 26, 1998
Ruby S. Nitorreda

Donald M. O'Shei Jr.*   Director, Vice Chairman and President
Donald M. O'Shei Jr.    and Chief Operating Officer, Asia       March 26, 1998

Patrick  J. Goodman*    Vice President and Chief Accounting
Patrick J. Goodman      Officer (Principal Accounting Officer)  March 26, 1998


*By: /s/ Steven A. McArthur
  Steven A. McArthur
  Attorney-in-Fact

                        INDEX TO EXHIBITS

Exhibit No.    Description of Exhibit

3.1        Articles of Incorporation of the Company (incorporated
           by reference to Exhibit 3.1 the
           Company's  Registration  Statement  on  Form  S-4,  as
           amended, dated January 25,1996 ("Form S-4")).

3.2        By-laws  of the Company (incorporated by reference  to
           Exhibit 3.2 the Company's Form S-4).

4.1(a)     Trust Indenture, dated as of November  27,  1995,
           between Chemical Trust Company of California and the
           Company (incorporated by reference to Exhibit 4.1(a)
           the Company's Form S-4).

4.1(b)     First Supplemental Indenture, dated as  of  April
           10, 1996, between Chemical Trust Company of California
           and the Company (incorporated by reference to Exhibit
           4.1(b) to the Company's Form S-4).

4.2        Exchange and Registration Rights Agreement, dated as of
           November 27, 1995, by and among CS First Boston Corporation,
           Bear Stearns & Co. Inc., Lehman Brothers Inc. and the Company
           (incorporated by reference to Exhibit 4.2 the Company's
           Form S-4).

4.3        Collateral Agency and Intercreditor Agreement, dated as
           of November 27, 1995, by and among Chemical Trust Company of
           California, Far East Bank & Trust Company and the Company
           (incorporated by reference to Exhibit 4.3 the Company's
           Form S-4).

4.4        Mortgage and Security Agreement, dated as of  November
           10, 1995, by and among CE Casecnan Ltd., Kiewit Energy
           International (Bermuda)Ltd., La Prairie Group Contractors
           (International) Ltd., San Lorenzo Ruiz Builders and Developers
           Group, Inc., Chemical Trust Company of California, Far
           East Bank & Trust Company and the Company (incorporated
           by reference to Exhibit 4.4 the Company's Form S-4).

4.6        Deposit and Disbursement Agreement, dated as of November 27, 1995,
           by and among the Company, Chemical Trust Company of California,
           Kiewit Energy Company and the Company (incorporated by reference
           to the Company's Form S-4).

4.7        Consent of NIA, dated as of November 10, 1995, to the assignment
           of the Amended and Restated Casecnan Project Agreement
           (incorporated by reference to Exhibit 4.7 to the Company's Form S-4).

4.8        Consent of the Republic of Philippines, dated November 10, 1995,
           to the assignment of the Performance Undertaking and the Amended
           and Restated Casecnan Project Agreement (incorporated by reference
           to Exhibit 4.8 to the Company's Form S-4).

4.9        Consent  of Hanbo Corporation and You One  Engineering
           and Construction Company, Ltd., dated as of November 17, 1995,
           to the assignment of the Engineering, Procurement and Construction
           Contract (incorporated by reference to Exhibit 4.9 to the Company's
           Form S-4).

4.10       Consent of Hanbo Steel, dated as of November 17, 1995,
           to the assignment of the Guaranty of Engineering, Procurement and
           Construction Contract (incorporated by reference to Exhibit 4.10
           to the Company's Form  S-4).

4.11       Notification, dated as of November 27, 1995, from  the
           Company to Korea First Bank, of the assignment of the Irrevocable
           Letter of Credit (incorporated by reference to Exhibit 4.11 to the
           Company's Form S-4).

10.1       Amended and Restated Casecnan Project Agreement, dated
           as of June 26, 1995, between the National Irrigation
           Administration and the Company (incorporated by reference to
           Exhibit 10.1 the Company's Form S-4).

10.2       Performance Undertaking, dated as of July 20, 1995, executed
           by the Secretary of Finance on behalf of the Republic of the
           Philippines (incorporated by reference to Exhibit 10.2 to the
           Company's Form S-4).

10.3       Engineering, Procurement and Construction Contract, dated as of
           October 10, 1995, by and among Hanbo Corporation, You One
           Engineering and Construction Company, Ltd. and the Company
           (incorporated by reference to Exhibit 10.3 the Company's Form S-4)

10.4       Master Equipment Lease Agreement, dated as of November 1, 1995,
           between  You One Engineering and Construction Company, Ltd.
           and  the Company (incorporated by reference to Exhibit
           10.4 the Company's Form S-4).

10.5       Sublease Agreement No. 1, dated as of November 1, 1995, between
           You One Engineering and Construction Company, Ltd. and the
           Company (incorporated by reference to Exhibit 10.5 the Company's
           Form S-4).

10.6       Guaranty of Engineering, Procurement and  Construction Contract,
           dated as of November 13, 1995, by Hanbo Steel guaranteeing the
           performance of the obligations of Hanbo Corporation and You
           One Engineering and Construction Company, Ltd. under the
           Engineering Procurement and Construction Contract (incorporated
           by reference to Exhibit 10.6 to the Company's Form  S-4).

10.7       Korea First Bank Irrevocable Letter of Credit issued to the Company
           in the aggregate principal amount of U.S.$117,850,000.00 to support
           the obligations of Hanbo Corporation and You One Engineering
           and Construction Company, Ltd. under the Engineering, Procurement
           and Construction Contract (incorporated by reference to
           Exhibit 10.7 to the Company's Form S-4).

10.8       Engineering, Procurement and Construction Contract between CE
           Casecnan Water and Energy Company, Inc. and CP Casecnan - Consortium.

24        Power of Attorney

27        Financial Data Schedule