SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON D.C.  20549
                     ______________________
                                
                           FORM 10-Q/A
                         Amendment No. 2
                                
       Quarterly Report Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934
                                
                 For the quarterly period ended
                                
                          JUNE 30, 1996
                                
                   COMMISSION FILE NO. 333-608
                                
           CE CASECNAN WATER AND ENERGY COMPANY, INC.
     (Exact name of registrant as specified in its charter)

             PHILIPPINES                         Not Applicable
  (State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)               Identification No.)

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

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

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

Former  name, former address and former fiscal year,  if  changed
since last report.  Not Applicable

767,162 shares of Common Stock, $0.038 par value were outstanding
as of JUNE 30, 1996.

           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
                           Form 10-Q/A
                         Amendment No. 2
                                
                          June 30, 1996
                          _____________
                                
                         C O N T E N T S
                                
                 PART I:  FINANCIAL INFORMATION             Page

Item 1.   Financial Statements

Report of Independent Accountants                            3

Unaudited Balance Sheet, June 30, 1996
  with comparative audited figures for 1995                  4

Unaudited Statements of Operations for the Three Months
  and Six Months Ended June 30, 1996 and for the period
  from inception (September 21, 1994) to June 30,1996        5

Unaudited Statements of Cash Flows for the
  Six Months Ended June 30, 1996 and 1995 and for the period
  from inception (September 21, 1994) to June 30, 1996       6

Notes to Financial Statements                                7

Item 2. Management's Discussion and Analysis of

        Financial Condition and Results of Operations        8-9

        PART II:  OTHER INFORMATION

Item 1. Legal Proceedings                                    10
Item 2. Changes in Securities                                10
Item 3. Defaults on Senior Securities                        10
Item 4. Submission of Matters to a Vote of
        Security Holders                                     10
Item 5. Other Information                                    10
Item 6. Exhibits and Reports on Form 8-K                     10

Signatures                                                   11


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We have reviewed the accompanying balance sheet of CE Casecnan
Water and Energy Company, Inc. (a company in the development
stage) as of June 30, 1996, and the related statements of
operations for the three months and six months ended June 30,
1996 and the period from inception (September 21, 1994) to June
30, 1996, and cash flows for the six months ended June 30, 1996
and 1995 and the period from inception (September 21, 1994) to
June 30, 1996. The financial statements are the responsibility of
the Company's management.

A review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters.  It is substantially less in scope than an audit
conducted in accordance with auditing standards generally
accepted in the United States of America, the objective of which
is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, we do not express such
an opinion.

Based on our review, we are not aware of any material
modifications that should be made to the financial statements
referred to above for them to be in conformity with accounting
principles generally accepted in the United States of America.

We have audited in accordance with auditing standards generally
accepted in the United States of America, the balance sheet of CE
Casecnan Water and Energy Company, Inc. (a company in the
development stage) as of December 31, 1995, and the related
statements of operations for the year ended December 31, 1995,
changes in stockholders' equity for the period from date of
inception (September 21, 1994) to December 31, 1995 and cash
flows for the year ended December 31, 1995, three months ended
December 31, 1994 and for the period from inception (September
21, 1994) to December 31, 1995 (not presented separately herein)
and, in our report dated March 4, 1996, we expressed an
unqualified opinion on those financial statements.


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

6760 Ayala Avenue
Makati City, Philippines
July 16, 1996


           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
                     UNAUDITED BALANCE SHEET
                          June 30, 1996
           (with comparative audited figures for 1995)
       (in thousands, except share and per share amounts)
                ________________________________
                                
                                          June 30,  December 31,
                                           1996        1995
ASSETS
Cash                                      $  1,691     $  1,696
Restricted cash and short-term
 investments                               163,494      235,851
Accrued interest and other receivables       4,787        2,820
Restricted investments                     284,464      238,465
Bond issue costs, net                       13,042       13,342
Development costs                           24,807        8,340
Deferred income tax                          3,752          646

 Total assets                             $496,037     $501,160

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Accounts payable and accrued expenses     $  6,173     $  5,951
Advances from an affiliate                   1,496        1,073
Notes and bonds payable                    371,500      371,500

 Total liabilities                         379,169      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 June 30,
 1996 and December 31, 1995, respectively       29           29
Additional paid in capital                 123,807      123,807
Accumulated deficit                        (6,968)      (1,200)

 Total stockholders' equity               116,868     122,636

 Total liabilities and stockholders'
   equity                                $496,037    $501,160

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

             CE CASECNAN WATER AND ENERGY COMPANY, INC
                                     
                    UNAUDITED STATEMENTS OF OPERATIONS
            (in thousands, except share and per share amounts)
                     ________________________________

<TABLE>
<CAPTION>
                            Three Months   Six Months      From Inception
                            Ended June 30, Ended June 30, (September 21, 1994)
                                  1996        1996          to June 30, 1996
<S>                          <C>           <C>              <C>
Revenues:
Interest and other income    $  6,321      $ 13,268         $ 15,762

Total revenues                  6,321        13,268           15,762

Costs and expenses:

Interest expense                11,415        22,868            27,218
Less interest capitalized        (691)       (1,198)           (1,284)
Amortization of bond issue
  costs                           238           472              548

Total cost and expenses        10,962        22,142           26,482

Loss before income taxes       (4,641)       (8,874)          (10,720)

Deferred income tax benefit     1,625         3,106            3,752

Net loss available to common
  stockholders               $ (3,016)     $ (5,768)         $ (6,968)

Net loss per share - primary  $  (3.93)     $  (7.52)        $ (11.16)

Average number of common and
  common equivalent shares
  outstanding                 767,162       767,162          624,689

</TABLE>

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



                CE CASECNAN WATER AND ENERGY COMPANY, INC.
                    UNAUDITED STATEMENTS OF CASH FLOWS
                              (in thousands)
                     ________________________________
<TABLE>
<CAPTION>
                                     
                                     Six Months      Six Months       From Inception
                                    Ended June 30,  Ended June 30,  (September 21, 1994)
                                        1996            1995          to June 30, 1996
<S>                                     <C>          <C>            <C>
Cash flows from operating activities:
Net loss                                $ (5,768)    $     -        $ (6,968)
Adjustments to reconcile net cash
  flow from operating activities:
  Provision for deferred income
     tax benefit                          (3,106)          -          (3,752)
  Amortization of bond issue costs           472           -             548
  Increase in accrued interest and
     other receivables                    (1,967)          -          (4,787)
  Increase in accounts payable and
     accrued expenses                      1,734           -           5,999
Net cash flows from operating
  activities                              (8,635)          -          (8,960)

Cash flows from investing activities:
Additions to development costs           (16,467)     (1,691)        (24,807)
Decrease (increase) in restricted
  cash and short-term investments         72,357           -        (163,493)
Increase in restricted investments       (45,998)          -        (284,464)
Increase (decrease) in accounts
  payable and accrued expenses
  related to development activities       (1,233)         -              173

Net cash flows from investing activities   8,659     (1,691)        (472,591)

Cash flows from financing activities:
Issuance of bonds payable                     -            -         371,500
Proceeds from issuance of capital stock       -            -              29
Additional paid-in capital                    -            -         123,807
Bond issue costs                           (173)           -         (13,590)
Accrued expense related to financing
  activities                               (279)           -               -
Advances from an affiliate                  423        1,141           1,496

Net cash flows from financing
  activities                                (29)       1,141         483,242

Net increase (decrease) in cash
  and cash equivalents                       (5)        (550)          1,691

Cash and cash equivalents at
  beginning of period                      1,696        550                -

Cash and cash equivalents at
  end of period                          $ 1,691    $     -        $   1,691

</TABLE>
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 per share amounts)
                ________________________________
                                
                                
1.   General:

In the opinion of management of CE Casecnan Water and Energy
Company, Inc. (the "Company"), the accompanying unaudited
financial statements contain all adjustments (consisting only of
normal recurring accruals) necessary to present fairly the
financial position as of June 30, 1996 and the results of
operations for the three months and six months ended June 30,
1996, and the period from inception (September 21, 1994) to June
30, 1996, and cash flows for the six months ended June 30, 1996
and 1995 and the period from inception (September 21, 1994) to
June 30, 1996.

The results of operations for the three months and six months
ended June 30, 1996 are not necessarily indicative of the results
to be expected for the full year.  The Company did not have any
revenues or expenses until the fourth quarter of 1995.

2.   Other Footnote Information:

Reference is made to the Company's December 31, 1995 audited
financial statements included in Amendment No. 3 to the Form S-4
dated April 30, 1996 that included information necessary or
useful to the understanding of the Company's business and
financial statement presentations.  In particular, the Company's
significant accounting policies and practices were presented as
Note 3 to the financial statements included in that report.

           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            (in thousands, except per share amounts)
                ________________________________


Results of Operations:

The Company is in the construction stage and has not yet started
commercial operations as of June 30, 1996.  The quarter and year
to date revenue ended June 30, 1996 of $6,321 and $13,268
consists of interest income from bond proceeds and equity
investments.  The quarter and year to date interest expense ended
June 30, 1996 of $11,415 and $22,868 less amounts capitalized of
$691 and $1,198 and amortization of bond issue costs of $238 and
$472 are related to the notes and bonds payable issued by the
Company in the fourth quarter of 1995.

Liquidity and Capital Resources:

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
("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 Casecnan Multipurpose Irrigation
and Power Project (the "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 Agreement.
Construction of the Project commenced in 1995 and such costs are
included in the development costs account. The total project cost
for the facility is approximately $495,000.  The draws on the
notes and bonds payable excluding interest expense payments were
$10,700 and $16,300 for the three months and six months ended
June 30, 1996, respectively.

             CASECNAN WATER AND ENERGY COMPANY, INC.
                                
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            (in thousands, except per share amounts)
                ________________________________


The Project is being constructed by Hanbo Corporation and Hanbo
Engineering & Construction Co., Ltd. (formerly You One
Engineering & Construction Co., Ltd.) (collectively, the
"Contractor"), both of which are South Korean corporations, on a
joint and several basis, pursuant to a fixed price (approximately
$236,000), date-certain, turnkey construction contract (the
"Turnkey Construction Contract").  The Contractor's obligations
under the Turnkey Construction Contract are guaranteed by Hanbo
Steel Company, Ltd.  In addition, the Contractor's obligations
under the Turnkey Construction Contract are collateralized by the
unconditional, irrevocable standby letter of credit issued by
Korea First Bank in the amount of approximately $118,000.  The
Company entered into an agreement for engineering services with
Knight Piesold. Ltd. for a fee based on the provisions of that
agreement.

The Company's ability to make payments on any of its existing and
future obligations is dependent on NIA's and the Republic of the
Philippines' performance of their obligations under the Agreement
and the performance undertaking, respectively.  No shareholders,
partners or affiliates of the Company, including CECI and Kiewit,
and no directors, officers or employees of the Company will
guarantee or be in any way liable for payment of the Company's
obligations except to the extent that the Company's stockholders
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.

NIA's payments of obligations under the Agreement are expected to
be the Company's sole source of operating revenues.  Because of


           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            (in thousands, except per share amounts)
                ________________________________


Liquidity and Capital Resources (continued):

the Company's dependence on NIA, any material failure of NIA to
fulfill its obligations under the Agreement and any material
failure of the Republic of the Philippines to fulfill its
obligations under the performance undertaking  would
significantly impair the ability of the Company to meet its
existing and future obligations.  Payments under the Agreement
will be denominated in U.S. Dollars except for any VAT or other
gross-up taxes, which are paid in Philippine Pesos.

On November 27, 1995, the Company issued $371,500 worth of notes
and bonds to finance the construction of the Project.  These
consist of $75,000 Senior Secured Floating Rate Notes (FRNs) due
2002, $125,000 Senior Secured Series A Notes (Series A Notes)
with interest at 11.45% due 2005 and $171,500 Senior Secured
Series B Bonds (Series B Bonds) with interest at 11.95% due 2010.
For the six months ended June 30, 1996, these debt securities had
effective interest rates of 10.70%, 12.13% 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 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


            CASECNAN WATER AND ENERGY COMPANY, INC.

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            (in thousands, except per share amounts)
                ________________________________


Liquidity and Capital Resources (continued):

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 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.


           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
                   PART II - OTHER INFORMATION
                                

Item 1 -  Legal proceedings.

       Not applicable.

Item 2 -  Changes in Securities.

     Not applicable.

Item 3 -  Defaults on Senior Securities.

     Not applicable.

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

     Not applicable.

Item 5 -  Other Information.

     Not applicable.

Item 6 -  Exhibits and Reports on Form 8-K.

     Not applicable.
                           SIGNATURES


Pursuant   to   the  requirements  of  the  Securities  Exchange   Act   of
1934,  the  registrant  has  duly  caused  this  report  to  be  signed  on
its behalf by the undersigned thereunto duly authorized.



                      CE CASECNAN WATER AND ENERGY COMPANY, INC.


Date: August 12, 1996 /s/ John G. Sylvia
                      John G. Sylvia
                      Senior Vice President and
                      Chief Financial Officer



                      /s/ Gregory E. Abel
                      Gregory E. Abel
                      Senior Vice President, Chief Accounting
                      Officer and Controller