EXHIBIT 14.1

                   CE CASECNAN WATER AND ENERGY COMPANY, INC.

  CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND CHIEF
                               ACCOUNTING OFFICER


A.   SCOPE.

     The  Company  has a Code of  Business  Conduct  for  Managers  and Rules of
Conduct for All Employees (collectively,  the "Rules of Conduct") that establish
standards addressing,  among other things,  business conduct,  improper payment,
the proper recording and disclosure of funds or assets, and financial reporting.
The Rules of Conduct are applicable to the CE Casecnan Water and Energy Company,
Inc.  Chief  Executive  Officer,  Chief  Financial  Officer  and  to  the  Chief
Accounting  Officer,  or  persons  acting in such  capacity,  (collectively  the
"Covered  Officers").  To further  reinforce  the Rules of Conduct,  the Covered
Officers are subject to the following Code of Ethics.

B.   PURPOSE.

     The Company is proud of the values with which it conducts business.  It has
and will continue to uphold the highest  levels of business  ethics and personal
integrity in all types of transactions and interactions.  To this end, this Code
of  Ethics  serves to (1)  emphasize  the  Company's  commitment  to ethics  and
compliance  with the law;  (2) set forth  basic  standards  of ethical and legal
behavior;  (3) provide  reporting  mechanisms for known or suspected  ethical or
legal violations; and (4) help prevent and detect wrongdoing.

     Given the variety and complexity of ethical questions that may arise in the
course of business of the  Company,  this Code of Ethics  serves only as a rough
guide.  Confronted with ethically  ambiguous  situations,  the Covered  Officers
should remember the Company's  commitment to the highest  ethical  standards and
seek independent advice,  where necessary,  to ensure that all actions they take
on behalf of the Company honor this commitment.

C.   ETHICS STANDARDS.

     1.   Honest and Ethical Conduct.

     The Covered  Officers shall behave  honestly and ethically at all times and
with all people.  They shall act in good faith,  with due care, and shall engage
only in fair and open competition, by treating ethically competitors, suppliers,
customers,  and  colleagues.  They  shall  not  misrepresent  facts or engage in
illegal,  unethical, or anti-competitive  practices for personal or professional
gain.

     This  fundamental  standard  of honest and ethical  conduct  extends to the
handling of conflicts of interest.  The Covered Officers shall avoid any actual,
potential,  or apparent  conflicts of interest with the Company and any personal
activities, investments, or associations that might give rise to such conflicts.
They shall not compete with or use the Company for personal gain, self-deal,  or
take  advantage  of  corporate  opportunities.  They  shall act on behalf of the
Company free from improper  influence or the appearance of improper influence on
their judgment or performance  of duties.  A Covered  Officer shall disclose any
material  transaction or relationship  that reasonably could be expected to give
rise to such a conflict to MidAmerican Energy Holdings Company's General Counsel
or the Chair of the Audit  Committee of MidAmerican  Energy  Holdings  Company's
Board of Directors.  No action may be taken with respect to such  transaction or
party  unless and until the General  Counsel  and  MidAmerican  Energy  Holdings
Company's Audit Committee has approved such action.

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     2.   Timely and Truthful Disclosure.

     In reports and  documents  filed with or  submitted to the  Securities  and
Exchange  Commission  and other  regulators by the Company,  and in other public
communications made by the Company,  the Covered Officers shall make disclosures
that are full, fair, accurate, timely, and understandable.  The Covered Officers
shall provide thorough and accurate  financial and accounting data for inclusion
in such disclosures. The Covered Officers shall not knowingly conceal or falsify
information,  misrepresent  material  facts, or omit material facts necessary to
avoid misleading the Company's independent public auditors or investors.

     3.   Legal Compliance.

     In  conducting  the business of the  Company,  the Covered  Officers  shall
comply with applicable  governmental  laws, rules, and regulations at all levels
of government in the United States and in any non-U.S. jurisdiction in which the
Company  does  business,   as  well  as  applicable  rules  and  regulations  of
self-regulatory  organizations of which the Company is a member.  If the Covered
Officer is unsure whether a particular  action would violate an applicable  law,
rule,  or  regulation,  he or she should  seek the advice of inside  counsel (if
available), and, where necessary, outside counsel before undertaking it.

D.   VIOLATIONS OF ETHICAL STANDARDS.

     1.   Reporting Known or Suspected Violations.

     The Covered  Officers will promptly bring to the attention of the Company's
General  Counsel or the Chair of MidAmerican  Energy  Holdings  Company's  Audit
Committee any  information  concerning a material  violation of any of the laws,
rules  or  regulations  applicable  to the  Company  and  the  operation  of its
businesses, by the Company or any agent thereof, or of violation of the Rules of
Conduct,  or the Code of Ethics.  Reports of violations  will be investigated by
the  Company's  General  Counsel and the findings  communicated  to  MidAmerican
Energy Holdings Company's Audit Committee.

     2.   Accountable for Violations.

     If MidAmerican  Energy Holdings  Company's Audit Committee  determines that
this Code of Ethics has been violated,  either directly,  by failure to report a
violation,  or  by  withholding  information  related  to a  violation,  it  may
discipline the offending Covered Officer for non-compliance with penalties up to
and including  termination of employment.  Violations of this Code of Ethics may
also constitute violations of law and may result in criminal penalties and civil
liabilities for the offending Covered Officer and the Company.