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**EXHIBIT      31.2**

**CERTIFICATION      PURSUANT TO**

**SECTION      302 OF THE**

**SARBANES-OXLEY      ACT OF 2002**

| I,                Patrick                J. Goodman,                certify that: |
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| 1.                                                                                |   | I                have reviewed this Annual Report on Form 10-K of CE                Casecnan Water and Energy Company, Inc.; |
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| 2.                                                                                |   | Based                on my knowledge, this report does not contain any untrue statement                of a                material fact or omit to state a material fact necessary to make                the                statements made, in light of the circumstances under which such statements                were made, not misleading with respect to the period covered by this                report; |
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| 3.                                                                                |   | Based                on my knowledge, the financial                statements, and other financial information included in this report,                fairly present in all material respects the financial condition,                results                of operations and cash flows of the registrant as of, and for, the                periods                presented in this report; |
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| 4.                                                                                |   | The                registrant’s other certifying officer(s)                and I are responsible for establishing and maintaining disclosure                controls                and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))                for the registrant and we have: |
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|                                                                              |   | a) | Designed                such disclosure controls and procedures, or caused such disclosure                controls and procedures to be designed under our supervision, to                ensure                that material information relating to the registrant, including its                consolidated subsidiaries, is made known to us by others within those                entities, particularly during the period in which this report is                being                prepared; |
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|                                                                              |   | b) | Evaluated                the effectiveness of the registrant’s disclosure controls and procedures                and presented in this report our conclusions about the effectiveness                of                the disclosure controls and procedures, as of the end of the period                covered by this report based on such evaluation; and |
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|                                                                              |   | c) | Disclosed                in this report any change in the registrant’s internal control over                financial reporting that occurred during the registrant’s most recent                fiscal quarter that has materially affected, or is reasonably likely                to                materially affect, the registrant’s internal control over financial                reporting; and |
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| 5.                                                                                |   | The                registrant’s other certifying officer(s)                and I have disclosed, based on our most recent evaluation of internal                control over financial reporting, to the registrant’s auditors and the                audit committee of registrant’s board of directors (or persons performing                the equivalent function): |
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|                                                                              |   | a) | All                significant deficiencies and material weaknesses in the design or                operation of internal control over financial reporting which are                reasonably likely to adversely affect the registrant’s ability to record,                process, summarize and report financial information;                and |
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|                                                                              |   | b) | Any                fraud, whether or not material, that involves management or other                employees who have a significant role in the registrant’s internal control                over financial reporting. |

| Dated:                February 8,                2007 | /s/                Patrick J. Goodman                            |
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|                                                       | Patrick                J. Goodman                                |
|                                                       | Senior                Vice President and Chief Financial Officer |
|                                                       | (chief                financial officer)                         |