TABLE OF CONTENTS
PART I                                                         1
ITEM 1.  BUSINESS                                              1
 GENERAL                                                       1
 EXCHANGE OFFER                                                1
 PROJECT                                                       2
 THE EXPANDING PHILIPPINE AGRICULTURE SECTOR AND POWER MARKETS 4
 AGRICULTURE                                                   4
 POWER                                                         5
TERMS OF THE SECURITIES                                        5
 GENERAL                                                       5
 PAYMENT OF PRINCIPAL AND INTEREST                             6
 PRIORITY OF PAYMENTS                                          7
 DEBT SERVICE RESERVE FUND                                     7
 OPTIONAL REDEMPTION                                           8
 MANDATORY REDEMPTION                                          8
 CHANGE IN CONTROL PUT                                         8
 DISTRIBUTIONS                                                 8
 RANKING AND SECURITY FOR THE SECURITIES                       9
 RATINGS                                                       9
 NATURE OF RECOURSE ON THE SECURITIES                          9
 INCURRENCE OF ADDITIONAL DEBT                                 9
 PRINCIPAL COVENANTS                                          11
 INSURANCE                                                    11
 REGULATORY MATTERS                                           11
 EMPLOYEES                                                    11
ITEM 2.  PROPERTIES                                           12
ITEM 3.  LEGAL PROCEEDINGS                                    12
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  12
PART II                                                       13
ITEM 5.  MARKET FOR COMPANY'S EQUITY AND RELATED STOCKHOLDER
MATTERS                                                        13
ITEM 6.  SELECTED FINANCIAL DATA                               13
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS                            13
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA           16
          REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS             17
          BALANCE SHEETS                                       18
          STATEMENTS OF OPERATIONS                             19
          STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY        20
          STATEMENTS OF CASH FLOW                              21
          NOTES  TO FINANCIAL STATEMENTS                       22
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

                                
               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, 1996
                 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 17, 1997.

     Documents incorporated by reference:  N/A


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").  The
Company  is  an  indirect subsidiary of CalEnergy  Company,  Inc.
("CalEnergy") and Peter Kiewit Sons, Inc. ("Kiewit").   Currently
CalEnergy  and Kiewit collectively own approximately 70%  of  the
Company.   Each  of  two  minority shareholders  of  the  Company
currently owns approximately 15% of the outstanding capital stock
of the Company.  The shares held by the minority shareholders may
be  reduced  in  certain circumstances and such  reduction  would
result in a corresponding increase in the number of shares of the
Company held by affiliates of CalEnergy and Kiewit.

      CalEnergy  was  formed  in  1971  and  is  engaged  in  the
exploration    for,   and   development   and    operation    of,
environmentally   responsible   independent   power    production
facilities  worldwide  utilizing geothermal  resources  or  other
energy sources, such as hydroelectric, natural gas, oil and coal.
CalEnergy  is an international provider of energy services,  with
over 5,000 net MW of electrical generating capacity in operation,
under  construction or in development in the United  States,  the
Philippines,  Indonesia  and the United  Kingdom.   CalEnergy  is
publicly  traded  on  the  New York,  London  and  Pacific  stock
exchanges  under  the  symbol "CE",  and  has  a  current  market
capitalization  of  approximately $2 billion and  had  assets  of
approximately $5.7 billion as of December 31, 1996.  Kiewit is  a
large  privately held construction, mining and telecommunications
company  with hydroelectric, mining and tunneling experience  and
1996 revenues of approximately $3 billion and is headquartered in
Omaha,  Nebraska.  Kiewit beneficially owns approximately 32%  of
CalEnergy's common stock through indirect subsidiaries.

      The Securities (described herein) are recourse only to  the
Company.   Neither CalEnergy nor Kiewit have 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.

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".

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  divert
water into a tunnel of approximately 23 kilometers (including the
intake  adit  from  the  Denip to the  Casecnan  River),  with  a
diameter  of approximately 6.5 meters.  The tunnel will  transfer
the water from the Casecnan and Denip Rivers into the Pantabangan
Reservoir  for  irrigation and hydroelectric use in  the  Central
Luzon  area.  An underground hydroelectric powerhouse located  at
the  end of the water tunnel and before the Pantabangan Reservoir
will  house a power plant consisting of approximately 150  MW  of
newly  installed rated electrical capacity.  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.

     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 an approximately  four-year
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 an estimated  four-year
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
electric  energy 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.

      The  Casecnan Project is being constructed on a  joint  and
several  basis  by  Hanbo  Corporation and  Hanbo  Engineering  &
Construction  Co. Ltd. (formerly known as You One  Engineering  &
Construction  Co., Ltd., and herein referred to as "HECC"),  both
of  which  are South Korean corporations, pursuant  to  a  fixed-
price,  date-certain, turnkey construction contract (the "Turnkey
Construction  Contract").  Hanbo Corporation and HECC  (sometimes
collectively  referred to as the "Contractor") are  under  common
ownership   control.   Hanbo  Corporation  is  an   international
construction company.  HECC, which recently emerged from a court-
administered  receivership, is a contractor with  over  25  years
experience in tunnel construction, using both the drill-and-blast
and tunnel boring machine ("TBM") methods.

      The Contractor's obligations under the Turnkey Construction
Contract  are  guaranteed by Hanbo Iron  &  Steel  Company,  Ltd.
("Hanbo  Steel"),  a  large  South  Korean  steel  company.    In
addition,   the  Contractor's  obligations  under   the   Turnkey
Construction  Contract  are  secured by  an  irrevocable  standby
letter  of  credit  issued by Korea First  Bank  ("KFB")  in  the
approximate  amount  of  $118 million.  The  total  cost  of  the
Casecnan  Project,  including development, construction,  testing
and startup, is estimated to be approximately $495 million.

       Early  in  1997,  CE  Casecnan  was  advised  that   Hanbo
Corporation  and  Hanbo  Steel  had  each  filed  to  seek  court
receivership protection in Korea but that HECC had not filed  for
receivership protection and was believed to be solvent. In  March
1997,  the  Company was informed that HECC filed for receivership
protection.  CE Casecnan has recently received confirmation  from
HECC  that it intends to fully perform its obligations under  the
Turnkey  Construction Contract and complete the Casecnan  Project
on  schedule  and within the budget.  However, although  HECC  is
currently  performing the work, no assurances can be  given  that
HECC will remain able to perform fully its obligations under  the
Turnkey Construction Contract.

      CE  Casecnan is presently reviewing its rights, obligations
and  potential  remedies  in respect of the  recent  developments
regarding  the co-Contractor and the guarantor and  is  presently
unable   to  speculate  as  to  the  ultimate  effect   of   such
developments on CE Casecnan.

      KFB  has recently reconfirmed to CE Casecnan that  it  will
honor its obligations under the Casecnan Project letter of credit
and also has stated its support for the successful completion  of
the  Casecnan  Project and has previously  offered  to  extend  a
working capital facility to HECC.  However, until a receiver  for
HECC  is  appointed, it is unclear whether such a working capital
facility  can  be  utilized  and  whether  there  will   be   any
constraints  imposed on HECC's performance of the work.   Moody's
Investors Service recently issued a  ratings downgrade  of  KFB's
senior debt from Baa1 to Baa2.

      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").   Although  no default has yet  occurred  under  the
Casecnan  Indenture as a result of the announced receivership  of
HECC,  CE  Casecnan  will continue to closely monitor  the  Hanbo
group  and  KFB developments and project construction status  and
develop appropriate contingency plans.

      If  Contractor materially fails to perform its  obligations
under the Turnkey Construction Contract or if KFB were to fail to
honor  its obligations under the Casecnan letter of credit,  such
actions  could  have a material adverse effect  on  the  Casecnan
Project and CE Casecnan.

     The Casecnan Project 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 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 MW rated capacity power plant, which will be constructed
in  a  powerhouse cavern located at the end of the water  tunnel.
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.

      The  Company has applied for all material permits  required
for  the  construction of the Project and has obtained or expects
to  receive all these permits.  The Company also has applied  for
or  expects at the appropriate time to apply for, and  it  either
has  obtained  or  expects to receive by the relevant  time,  all
permits  necessary  during  the course  of  construction  and  to
operate  the  Casecnan  Project in accordance  with  the  Project
Agreement.   Many permits contain conditions, and are subject  to
laws, legal interpretations or policies that could change.

      As with any major construction effort, the construction  of
the  Casecnan  Project involves various uncertainties,  including
availability  of  materials and labor,  labor  relations  issues,
possible inclement weather, unforeseen engineering, environmental
or geological issues, and unanticipated difficulties in obtaining
any of the requisite licenses or permits, any of which could give
rise to delays or cost overruns or cause the Casecnan Project  to
perform at less than its expected level.  In addition, there  are
no  assurances  that  the  Company  will  achieve  the  projected
operational  levels or that unexpected events will not  interrupt
development  of  the Casecnan Project or impede in  any  way  the
operations of the Casecnan Project once completed.

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
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  will  be
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  and  Kiewit,   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 and Kiewit 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, including  some
personnel  presently  employed  by  CalEnergy,  Kiewit  or  their
respective Affiliates.  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

      There is no litigation pending or, to the knowledge of  the
Company, threatened that, if adversely determined, would  have  a
material  adverse effect on the business, operations,  properties
or financial condition of the Company.

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,
                                                  1996    1995      1994
Total revenue                                $ 25,611  $  2,494    $   ---
Expenses                                       42,852     4,340        ---
Loss before provision for income taxes        (17,241)   (1,846)       ---
Net loss to common stockholders               (13,211)   (1,200)       ---
Net loss per share - primary                   (17.22)    (2.09)       ---
Total assets                                  490,162   501,160      2,349
Total liabilities                             380,737   378,524      1,799
Notes and bonds payable                       371,500   371,500        ---
Stockholders' equity                          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,  1996.   The
quarter  and year ended December 31, 1996 revenue of  $5,905  and
$25,611,  respectively,  consists of interest  income  from  cash
received  from  bond  proceeds  and  equity  contributions.   The
quarter  and  year  ended December 31, 1996 interest  expense  of
$11,439 and $45,746 less amounts capitalized of $1,481 and $3,843
and amortization of bond issue costs of $239 and $949 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 presently indirectly  owned  as  to
approximately  35%  of its equity by CalEnergy and  approximately
35% by Kiewit, 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 an estimated  four-year
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
electric  energy  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 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 Casecnan 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.

     The  Casecnan Project is being constructed on  a  joint  and
several  basis  by  Hanbo  Corporation and  Hanbo  Engineering  &
Construction  Co. Ltd. (formerly known as You One  Engineering  &
Construction  Co., Ltd., and herein referred to as "HECC"),  both
of  which  are South Korean corporations, pursuant  to  a  fixed-
price,  date-certain, Turnkey Construction Contract (the "Turnkey
Construction  Contract").  Hanbo Corporation and HECC  (sometimes
collectively  referred to as the "Contractor") are  under  common
ownership   control.   Hanbo  Corporation  is  an   international
construction company.  HECC, which recently emerged from a court-
administered  receivership, is a contractor with  over  25  years
experience in tunnel construction, using both the drill-and-blast
and tunnel boring machine ("TBM") methods.

     The  Contractor's obligations under the Turnkey Construction
Contract  are  guaranteed by Hanbo Iron  &  Steel  Company,  Ltd.
("Hanbo  Steel"),  a  large  South  Korean  steel  company.    In
addition,   the  Contractor's  obligations  under   the   Turnkey
Construction   Contract   are  secured   by   an   unconditional,
irrevocable standby letter of credit issued by Korea  First  Bank
("KFB") in the approximate amount of $118,000.  The total cost of
the   Casecnan   Project,  including  development,  construction,
testing  and startup, is estimated to be approximately  $495,000.
The  current capital structure consists of term loans of $371,500
and  $123,836 in equity contributions.  As of December  31,  1996
the Company has incurred costs of $63,359.  Cash, restricted cash
and restricted investments totaled $417,169 at December 31, 1996.

       Early  in  1997,  CE  Casecnan  was  advised  that   Hanbo
Corporation  and  Hanbo  Steel  had  each  filed  to  seek  court
receivership protection in Korea but that HECC had not filed  for
receivership protection and was believed to be solvent. In  March
1997,  the  Company was informed that HECC filed for receivership
protection.  CE Casecnan has recently received confirmation  from
HECC  that it intends to fully perform its obligations under  the
Turnkey  Construction Contract and complete the Casecnan  Project
on  schedule  and within the budget.  However, although  HECC  is
currently  performing the work, no assurances can be  given  that
HECC will remain able to perform fully its obligations under  the
Turnkey Construction Contract.

     CE  Casecnan is presently reviewing its rights,  obligations
and  potential  remedies  in respect of the  recent  developments
regarding  the co-Contractor and the guarantor and  is  presently
unable   to  speculate  as  to  the  ultimate  effect   of   such
developments on CE Casecnan.

     KFB  has  recently reconfirmed to CE Casecnan that  it  will
honor its obligations under the Casecnan Project letter of credit
and also has stated its support for the successful completion  of
the  Casecnan  Project and has previously  offered  to  extend  a
working capital facility to HECC.  However, until a receiver  for
HECC  is  appointed, it is unclear whether such a working capital
facility  can  be  utilized  and  whether  there  will   be   any
constraints  imposed on HECC's performance of the work.   Moody's
Investors  Service recently issued a ratings downgrade  of  KFB's
senior debt from Baa1 to Baa2.

     CE  Casecnan financed a portion of the costs 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").
Although no default has occurred under the Casecnan Indenture  as
a  result of the announced receivership of Hanbo Corporation,  CE
Casecnan will continue to closely monitor the Hanbo group and KFB
developments   and  project  construction  status   and   develop
appropriate contingency plans.

     If  Contractor  materially fails to perform its  obligations
under  the Turnkey Construction Contract and if KFB were to  fail
to  honor  its obligations under the Casecnan letter  of  credit,
such actions could have a material adverse effect on the Casecnan
Project  and  CE  Casecnan.

      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 were  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

Balance Sheets, December 31, 1996 and 1995

Statements of Operations for the Years Ended
December 31, 1996 and 1995

Statements of Changes in Stockholders' Equity for the Period from
Inception (September 21, 1994) to December 31, 1996

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

Notes to Financial Statements


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,  1996 and  1995,  and  the  related
statements  of  operations for the years then ended,  changes  in
stockholders'  equity  for  the period  from  date  of  inception
(September 21, 1994) to December 31, 1996, and cash flows for the
years then ended and for the period from inception (September 21,
1994)  to December 31, 1996.  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
fee 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,
1996  and  1995, and the results of its operations and  its  cash
flows  for  the periods then ended, and the period from inception
(September  21,  1994) to December 31, 1996, in  conformity  with
accounting principles generally accepted in the United States  of
America.



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

6760 Ayala Avenue
Makati City, Philippines
January 16, 1997

           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
                         BALANCE SHEETS
        (in thousands, except share and per share amounts)
                ________________________________
                                
                                     December 31,   December 31,

                                       1996            1995
ASSETS
Cash                                $         32       $  1,696
Restricted cash and short-term
  investments                            144,12 2       235,851
Accrued interest and other receivables     4,958          2,820
Restricted investments                   273,015        238,465
Bond issue costs, net                     12,566         13,342
Development costs                         50,793          8,340
Deferred income tax                        4,676            646

 Total assets                           $490,162       $501,160

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Accounts payable and accrued expenses  $   8,803       $  5,951
Advances from an affiliate                   434          1,073
Notes and bonds payable                  371,500        371,500

        Total liabilities                380,737        378,524

Commitments and contingencies

Stockholders' equity:
Common stock - par value $0.038 per share,
 authorized 2,148,000 shares, issued and
 outstanding 767,162 shares at December 31,
 1996 and December 31, 1995, respectively     29            29
Additional paid in capital               123,807       123,807
Accumulated deficit                      (14,411)       (1,200)

 Total stockholders' equity              109,425       122,636

 Total liabilities and stockholders'
   equity                               $490,162      $501,160

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)
                ________________________________



                                  Year Ended           Year Ended
                                 December 31,         December 31,
                                    1996                 1995

Revenues:
Interest and other income         $25,611                 $ 2,494

Total revenues                     25,611                   2,494

Costs and expenses:

Interest expense                   45,746                   4,349
Less interest capitalized          (3,843)                    (84)
Amortization of bond issue costs      949                      75

Total cost and expenses            42,852                   4,340

Loss before income taxes          (17,241)                 (1,846)

Deferred income tax benefit         4,030                     646

Net loss to common stockholders  $(13,211)                $(1,200)

Net loss per share - primary     $ (17.22)                $ (2.09)
Average number of common and
  common equivalent shares
  outstanding                     767,162                 575,372


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, 1996
       (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
                                
The accompanying notes are an integral part of these financial statements.


           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                    STATEMENTS OF CASH FLOWS
                         (in thousands)
                ________________________________
<TABLE>
<CAPTION>
                                                                            From Inception
                                             Year Ended     Year Ended   (September 21, 1994)
                                             December 31,   December 31,     to December 31,
                                                1996           1995               1996
<S>                                          <C>             <C>             <C>
Cash flows from operating activities:
Net loss                                     $(13,211)       $(1,200)        $ (14,411)
Adjustments to reconcile net cash
 flow from operating activities:
 Provision for deferred income
  tax benefit                                  (4,030)          (646)           (4,676)
 Amortization of bond issue costs                 949             75             1,024
 Increase in accrued interest and
   other receivables                           (2,138)        (2,820)           (4,958)
 Increase in accounts payable and
   accrued expenses                             1,828          4,266             6,094

Net cash flows from operating
 activities                                   (16,602)          (325)          (16,927)

Cash flows from investing activities:
Additions to development costs                (42,453)        (6,541)          (50,793)
Decrease (increase) in restricted
 cash and short-term investments               91,729       (235,851)         (144,122)
Increase in restricted investments            (34,550)      (238,465)         (273,015)
Increase in accounts payable and accrued
 expenses related to development activities     1,303         1 ,406             2,709

Net cash flows from investing activities       16,029       (479,451)         (465,221)

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                       (639)          (726)              434

Net  cash flows from financing activities      (1,091)       480,922           482,180

Net increase (decrease) in cash and
 cash equivalents                              (1,664)         1,146                32
Cash and cash equivalents at beginning
 of period                                      1,696            550                 -
Cash and cash equivalents at end of period    $    32       $  1,696          $     32
Supplemental disclosure of cash flow information
Interest paid during the year
(net of amount capitalized)                  $40,074        $      -          $ 40,074
                                
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  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 has commenced in 1995 and related  costs  are
  included in the Development Costs account.
  
     The  Company  is in the development stage and  has  not  yet
  started commercial operations as of December 31, 1996.
  
     After  the  completion  of the aforementioned  project,  the
  Company  will  be owned as follows:  35% by CalEnergy  Company,
  Inc.  (CECI), through its wholly owned subsidiary, CE  Casecnan
  Ltd.;  35%  by  Kiewit Energy International  (Kiewit);  15%  by
  LaPrairie  Group Contractors (International) Ltd.  (LaPrairie);
  and  15% by San Lorenzo Ruiz Builders & Developers Group,  Inc.
  (San  Lorenzo  Ruiz),  subject to  adjustment  based  upon  the
  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.

     The  Company classifies investments and accounts for changes
  in  their  fair  value in accordance with Financial  Accounting
  Standards (FAS) No. 115 "Accounting for Certain Investments  in
  Debt  and  Equity  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, 1996 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 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  to
  the extent of incurred construction and development costs.

  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
  financial  reporting bases of assets and liabilities and  their
  related  tax  bases.  Deferred tax assets and  liabilities  are
  measured  using  the  tax rates 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  in notes  and  bonds  payable  and
  accounts  for  changes in their fair value in  accordance  with
  FAS   No.  107  "Disclosures  about  Fair  Value  of  Financial
  Instruments".  The carrying amount of the Company's  notes  and
  bonds  payable  is a reasonable estimate of its fair  value  as
  interest rates are variable based on prevailing market rates.

4.   Advances from an Affiliate

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

5.   Notes and Bonds Payable

     On November 27, 1995, the Company issued US$371,500 worth of
notes and bonds to finance t  he
  construction  of  the  Project.   These  consist  of  US$75,000
  Senior  Secured Floating Rate Notes (FRNs) due 2002; US$125,000
  Senior  Secured Series A Notes (Series A Notes)  with  interest
  at  11.45%  due  2005; and US$171,500 Senior Secured  Series  B
  Bonds  (Series B Bonds) with interest at 11.95% due 2010.   For
  the  year  ended  December 31, 1996, the notes  and  bonds  had
  effective interest rates of 9.29%, 12.12% and 12.56% 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 Rates  Series A   Series B
              Notes        Notes      Bonds        Total

    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
  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
  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 US$123,300 to  the  fund  which
  will  be  strictly used to fund the construction of the Project
  when  the proceeds from the Series A Notes and Series  B  Bonds
  have been fully utilized.

6.   Income Tax

     The Company's deferred tax asset amounting to $4,676 (net of
  valuation  allowance of $2,004) and $646  as  of  December  31,
  1996  and 1995, respectively, consists mainly of the difference
  between  the  financial reporting basis and the  tax  reporting
  basis for development costs.

7.   Capital Stock

     On  October 26, 1995, the Company issued 230,148  shares  to
  LaPrairie   and   San  Lorenzo  Ruiz  out  of  the    Company's
  unsubscribed portion of its authorized capital stock.

     LaPrairie and San Lorenzo Ruiz 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,
  LaPrairie  and  San Lorenzo Ruiz sought out other  shareholders
  to  form  a  new entity capable of financing and  building  the
  Project.   In  consideration of their role  in  initiating  the
  Project  and delivering the opportunity to the Company and,  in
  the   case   of   San  Lorenzo  Ruiz,  performing   development
  assistance,   LaPrairie  and  San  Lorenzo  Ruiz  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 MW hydroelectric power generation  project
  (the  "Casecnan Project") located in the central  part  of  the
  island  of  Luzon  in  the Republic of  the  Philippines.   The
  Casecnan   Project   will   consist  generally   of   diversion
  structures  in the Casecnan and Denip Rivers that  will  divert
  water  into  a  tunnel  of approximately  23  kilometers.   The
  tunnel  will  transfer the water from the  Casecnan  and  Denip
  Rivers   in  the  Pantabangan  Reservoir  for  irrigation   and
  hydroelectric  use  in the Central Luzon area.  An  underground
  power  house located at the end of the water tunnel and  before
  the  Pantabangan Reservoir will house a power plant  consisting
  of  approximately  150 MW of newly installed  rated  electrical
  capacity.   A tailrace 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 National Power Corporation of the Philippines ("NPC").

     The  Company is developing  the Casecnan Project  under  the
  terms  of  the  Project Agreement between the Company  and  the
  National Irrigation Administration ("NIA").  Under the  Project
  Agreement, the Company will develop, finance and construct  the
  Casecnan  Project  over  an  estimated  four-year  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  the  Company 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  electric  energy  it
  purchases  to  NPC, although NIA's obligations to  the  Company
  under   the  Project  Agreement  are  not  dependent  on  NPC's
  purchase of the electricity from NIA.  All fees to be  paid  by
  NIA   to  the  Company  are  payable  in  U.S.  dollars.    The
  guaranteed  fees  for  the delivery of  water  and  energy  are
  expected   to  provide  approximately  70%  of  the   Company's
  revenues.

     The  Project  Agreement provides for additional compensation
  to   the   Company  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 the Company  at  a
  buy  out  price  expected  to be in  excess  of  the  aggregate
  principal  amount of the outstanding  Company 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.

     The  Casecnan Project is being constructed on  a  joint  and
  several  basis  by  Hanbo Corporation and Hanbo  Engineering  &
  Construction Co. Ltd. (formerly known as You One Engineering  &
  Construction  Co.,  Ltd., and herein referred  to  as  "HECC"),
  both  of  which  are South Korean corporations, pursuant  to  a
  fixed-price,  date-certain, turnkey construction contract  (the
  "Turnkey  Construction Contract").  Hanbo Corporation and  HECC
  (sometimes  collectively referred to as the  "Contractor")  are
  under  common  ownership  control.   Hanbo  Corporation  is  an
  international  construction  company.   HECC,  which   recently
  emerged   from   a   court-administered  receivership,   is   a
  contractor   with   over   25  years   experience   in   tunnel
  construction, using both the drill-and-blast and tunnel  boring
  machine ("TBM") methods.

     The  Contractor's obligations under the Turnkey Construction
  Contract  are  guaranteed by Hanbo Iron & Steel  Company,  Ltd.
  ("Hanbo  Steel"),  a  large  South Korean  steel  company.   In
  addition,  the  Contractor's  obligations  under  the   Turnkey
  Construction   Contract  are  secured  by   an   unconditional,
  irrevocable  standby  letter of credit issued  by  Korea  First
  Bank  ("KFB")  in the approximate amount of $118 million.   The
  total  cost  of  the  Casecnan Project, including  development,
  construction,   testing  and  startup,  is  estimated   to   be
  approximately $495 million.

     The Company was recently advised that Hanbo Corporation  and
  Hanbo   Steel   had  each  filed  to  seek  court  receivership
  protection  in  Korea.   At  the  present  time,  all  of   the
  construction  work on the Casecnan Project is  being  performed
  by  the  second  contractor  which  is  party  to  the  Turnkey
  Construction Contract, HECC.  Although HECC, Hanbo  Corporation
  and  Hanbo Steel are under common ownership control,  HECC  has
  not  filed  for receivership protection and is believed  to  be
  solvent.   However, no assurances can be given that  HECC  will
  not file for receivership due to the foregoing developments  or
  that  it  will  remain solvent and able to  perform  fully  its
  obligations under the Turnkey Construction Contract.

     The  work on the Casecnan Project, which commenced in  1995,
  is  presently  continuing on schedule and  within  the  budget.
  The  Company is presently reviewing its rights, obligations and
  potential  remedies  in  respect  of  the  recent  developments
  regarding  the co-Contractor and the guarantor and is presently
  unable  to  speculate  as  to  the  ultimate  effect  of   such
  developments  on  the  Company.   However,  the   Company   has
  recently  received confirmation from HECC that  it  intends  to
  fully  perform  its obligations under the Turnkey  Construction
  Contract  and  complete the Casecnan Project  on  schedule  and
  within  the  budget.  Additionally, it has been  reported  that
  the   South  Korean  government  has  informed  the  Philippine
  government   that  the  South  Korean  government   will   take
  appropriate  actions  to  support  HECC's  completion  of   the
  Casecnan Project.

     KFB  has  recently reconfirmed to the Company that  it  will
  honor  its  obligations under the Casecnan  Project  letter  of
  credit  and  also  has stated its support  for  the  successful
  completion   of   the  Casecnan  Project.    However,   Moody's
  Investors Service has recently issued a warning for a  possible
  rating  downgrade for Korea First Bank because of the  possible
  impact  of  the  Hanbo Steel receivership  on  the  substantial
  loans  KFB  previously  made  to Hanbo  Steel.   In  a  related
  development,   the   South  Korean  government   has   recently
  announced  that it would provide some funding to  assist  Hanbo
  Steel's  creditor banks (including Korea First  Bank)  and  its
  subcontractors.

     The  Company financed a portion of the costs of the Casecnan
  Project  through the issuance of $125,000 of its 11.45%  Senior
  Secured Series A Notes due 2005, $171,500 of its 11.95%  Senior
  Secured  Series  B  Notes due 2010, and  $75,000  of  its  FRNs
  pursuant  to an indenture dated November 27, 1995,  as  amended
  to  date  (the "Casecnan Indenture").  Although no default  has
  occurred  under  the  Casecnan Indenture as  a  result  of  the
  announced  receivership of Hanbo Corporation, the Company  will
  continue   to   closely  monitor  the  Hanbo  group   and   KFB
  developments  and  project  construction  status  and   develop
  appropriate contingency plans.

     If  HECC  were to materially fail to perform its obligations
  under  the  Turnkey Construction Contract and if  KFB  were  to
  fail  to  honor  its obligations under the Casecnan  letter  of
  credit,  such actions could have a material adverse  effect  on
  the  Casecnan Project and the Company.  However, based  on  the
  information  presently available to it, the  Company  does  not
  presently expect that either such event will occur.

     CE  Casecnan'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  CE
  Casecnan,   including  CECI  and  Kiewit,  and  no   directors,
  officers  or employees of CE Casecnan will guarantee or  be  in
  any way liable for payment of CE Casecnan's obligations.  As  a
  result,  payment of CE Casecnan's obligations depends upon  the
  availability   of  sufficient  revenues  from   CE   Casecnan's
  business after the payment of operating expenses.

     NIA's  payments  of obligations under the Project  Agreement
  are  expected  to  be  CE Casecnan's sole source  of  operating
  revenues.   Because  of CE Casecnan'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 CE Casecnan to meet its existing and future obligations.

     There  were no material outstanding lawsuits as of  December
  31, 1996.

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 the  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            40   Director, Chairman and Chief Executive Officer
Donald M. O'Shei, Jr.       38   Director,  Vice  Chairman, President
                                 and Chief Operating Officer, Asia
Gregory  E. Abel            34   Executive Vice President and Chief
                                 Accounting Officer
Douglas L. Anderson         39   Assistant Vice President
Edward F. Bazemore          60   Vice President - Human Resources
Vincent R. Fesmire          56   Vice President - Construction
James A. Flores             43   Assistant Treasurer
Brian Hankel                34   Treasurer
Scott LaPrairie             39   Director
Steven A. McArthur          39   Director, Senior Vice President and 
                                 General Counsel
Ruby S. Nitorreda           33   Director and Assistant Corporate Secretary
Elizabeth B. Opena          27   Director
Jose R. Sandejas            59   Director and Corporate Secretary
Robert  S.  Silberman       39   Senior Vice President,  Strategic Planning
                                 & Implementation
James D. Stallmeyer         39   Vice President and General Counsel, Asia
John  G.  Sylvia            39   Director, Senior Vice  President and
                                 Chief Financial Officer
Russ  L.  Tenney            43   Director and Vice President, Philippine
                                 Operations
Oscar Violago               52   Director

      Each  of  the  nine  directors of the  Company  is  elected
annually   and  holds  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 nine
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  a director of CalEnergy since March 1991 and currently
the Chairman and Chief Executive Officer of CalEnergy.  Mr. Sokol
also held the title of President of CalEnergy from April 19, 1993
until  January 21, 1995.  Mr. Sokol was Chairman, President,  and
Chief  Executive  Officer of CalEnergy from February  1991  until
January  1992.   Mr. Sokol was the President and Chief  Operating
Officer,  as  well as a director, of JWP, Inc. from  January  27,
1992  until  October 1, 1992.  From November 1990 until  February
1991, Mr. Sokol was the President and Chief Executive Officer  of
Kiewit Energy, Inc.  From 1983 until November of 1990, Mr.  Sokol
was  the President and Chief Executive Officer of Ogden Projects,
Inc.

     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 and Chief Operating Officer
of CalEnergy Asia.  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.

      Gregory E. Abel.  In addition to serving as Executive  Vice
President and Chief Accounting Officer of the Company,  Mr.  Abel
is  President and Chief Operating Officer of CalEnergy Europe and
Chief Accounting 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.

      Douglas  L. Anderson.   In addition to serving as Assistant
Vice  President for the Company, Mr. Anderson is General Counsel,
CalEnergy Americas and 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.   Prior  to  that he was  Vice  President,  Human
Resources from 1989 to 1991 at Ogden Projects, Inc., Director  of
Human  Resources for Ricoh Corporation and Director of Industrial
Relations for Scripto, Inc.

      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.  Prior  to  that  Mr.
Fesmire  was  employed  for  19 years  at  Stone  &  Webster,  an
engineering firm.

      James  A.  Flores.   In  addition to serving  as  Assistant
Treasurer for the Company, Mr. Flores is Manager, Project Finance
for  CalEnergy.  Mr. Flores joined CalEnergy in May 1994.   Prior
to  that Mr. Flores was employed at Mellon Bank in Pittsburgh, PA
from  1981 to 1994 and Citibank in 1980 and Manufacturers Hanover
Trust from 1977 to 1979.

      Brian Hankel.  In addition to serving as Treasurer for  the
Company,  he  also  serves in that capacity for  CalEnergy.   Mr.
Hankel  joined  CalEnergy in February 1992 as a Treasury  Analyst
and  became  Assistant  Treasurer  in  1996.   Prior  to  joining
CalEnergy, Mr. Hankel was employed at FirsTier Bank.

      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.

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

     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.

      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, Strategic Planning and Implementation of the  Company,
Mr.  Silberman  is Senior Vice-President - Strategic  Planning  &
Implementation  of  CalEnergy.   Mr.  Silberman  has  served   as
Executive  Assistant to the Chairman and Chief Executive  Officer
of  International  Paper,  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 Assistant General Counsel of CalEnergy and  General
Counsel of CalEnergy Asia.  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.

      John  G.  Sylvia.  In addition to serving  as  Senior  Vice
President and Chief Financial Officer of the Company, Mr.  Sylvia
is  a  Senior  Vice  President  and Chief  Financial  Officer  of
CalEnergy.   Mr. Sylvia joined CalEnergy in 1988.  From  1985  to
1988, Mr. Sylvia was a Vice President in the San Francisco office
of  the  Royal Bank of Canada, with responsibility for  corporate
and  capital  markets  banking.  From 1986 to  1990,  Mr.  Sylvia
served  as  an  Adjunct  Professor of Applied  Economics  at  the
University of San Francisco.  From 1982 to 1985, Mr. Sylvia was a
Vice-President  with Bank of America National Trust  and  Savings
Association.

      Russ  Tenney.   In addition to serving as  Vice  President-
Philippine Operations and Director of the Company, Mr. Tenney  is
Vice-President/General  Manager,  Philippines  of  CalEnergy  and
previously served as a Vice President of Magma Power Company.

      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, 1996, 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, 1996 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 know 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.(3)   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%(4)
  a Barbados corporation
  c/o P.O. . Box 690C
  Bridgetown, Barbados

4. San Lorenzo Ruiz Builders and
   Developers Group, Inc.                          115,074        15%(4)
  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  wholly owns CE International  Investments,
Inc.,  a  Delaware  corporation, which wholly owns  CE  Casecnan,
Ltd., a Bermuda corporation, which is the registered owner 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)  Kiewit, through subsidiaries, wholly owns Kiewit Energy
International (Bermuda) Ltd., a Bermuda corporation, which is the
registered owner of the shares.

      (4)   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 27, 1997.


                        CE  CASECNAN WATER AND ENERGY  COMPANY, INC.



                         By:  /s/ Steven A. McArthur
                              Steven A. McArthur
                              Director and Senior 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  of  Directors,     March 27,1997
David L. Sokol          Chairman and Chief Executive Officer
                        (Principal Executive Officer)

Donald M. O'Shei Jr.*   Director, Vice Chairman and President     March 27, 1997
Donald M. O'Shei Jr.    and Chief Operating Officer, Asia

John G. Sylvia*         Chief Financial Officer (Principal        March 27, 1997
John G. Sylvia          Financial Officer)


Gregory E. Abel*        Chief Accounting Officer (Principal       March 27, 1997
Gregory E. Abel         Accounting Officer)

Steven A. McArthur      Director and Senior Vice President        March 27, 1997
Steven A. McArthur

Russ L. Tenney*         Director                                  March 27, 1997
Russ L. Tenney

Ruby S. Nitorreda*      Director and Assistant Secretary          March 27, 1997
Ruby S. Nitorreda


*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).

24        Power of Attorney

27        Financial Data Schedule



</TABLE>