SECURITIES AND EXCHANGE COMMISSION

                                  WASHINGTON D.C.  20549
                                  ______________________

                                        FORM 10-Q

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

                             For the quarterly period ended

                                      MARCH 31, 1997

                               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 March 
31, 1997.

                 CE CASECNAN WATER AND ENERGY COMPANY, INC.

                                   Form 10-Q

                                March 31, 1997
                                 _____________

C O N T E N T S

	PART I:  FINANCIAL INFORMATION			                                      Page

Item 1.	Financial Statements

Report of Independent Public Accountants	                               3

Balance Sheets, March 31, 1997 and December 31, 1996	                   4

Statements of Operations for the Three Months Ended March 31, 1997 
and 1996	and for the period from inception (September 21, 1994) 
to March 31,1997	                                                       5

Statements of Cash Flows for the Three Months Ended March 31, 1997 
and 1996	and for the period from inception (September 21, 1994) 
to March 31, 1997                                                     	 6

Notes to Financial Statements	                                          7-8

Item 2.	Management's Discussion and Analysis of
	Financial Condition and Results of Operations	                         9-10

	PART II:  OTHER INFORMATION

Item 1.	Legal Proceedings	                                              11
Item 2.	Changes in Securities	                                          11
Item 3.	Defaults on Senior Securities	                                  11
Item 4.	Submission of Matters to a Vote of	Security Holders	            11
Item 5.	Other Information	                                              11
Item 6.	Exhibits and Reports on Form 8-K	                               11

Signatures		                                                            12

Exhibit 27		                                                            13

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 March 31, 1997, and 
the related statements of operations for the three months ended March 31, 1997 
and the period from inception (September 21, 1994) to March 31, 1997, and cash 
flows for the three months ended March 31, 1997 and the period from inception 
(September 21, 1994) to March 31, 1997. 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. as of December 31, 1996, and the related statements of operations 
for the year ended December 31, 1996, changes in stockholders' equity for the 
period from date of inception (September 21, 1994) to December 31, 1996 and 
cash flows for the year ended December 31, 1996, and for the period from 
inception (September 21, 1994) to December 31, 1996 (not presented separately 
herein) and, in our report dated January 16, 1997, we expressed an unqualified 
opinion on those financial statements.


SYCIP, GORRES, VELAYO & CO.



Makati City, Philippines
May 12, 1997


                  CE CASECNAN WATER AND ENERGY COMPANY, INC.

                              UNAUDITED BALANCE SHEET
                                  March 31, 1997
                   (with comparative audited figures for 1996)
               (in thousands, except share and per share amounts)
                           ________________________________

		                                                                         
                                                   March 31,    	December 31,
                                           			       1997    	      1996       
 
ASSETS
Cash		                                            $         55	$          32
Restricted cash and short-term investments	            150,226	      144,122
Accrued interest and other receivables	                  2,794	        4,958
Restricted investments	                                266,283	      273,015
Bond issue costs, net	                                  12,303	       12,566
Development costs                                      	58,906	       50,793
Deferred income tax	                                     6,013	        4,676  
	 
	Total assets	                                    $    496,580	$     490,162  

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Accounts payable and accrued expenses	            $     19,216	$       8,803
Advances from an affiliate                                	558          	434
Notes and bonds payable	                               371,500	      371,500  

	Total liabilities	                                    391,274	      380,737  

Commitments and contingencies

Stockholders' equity:
Common stock - par value $0.038 per share,
	authorized 2,148,000 shares, issued and
	outstanding 767,162 shares	                                29          	29
Additional paid in capital	                            123,807	     123,807
Accumulated deficit	                                   (18,530)	    (14,411)

	Total stockholders' equity	                           105,306 	    109,425  

	Total liabilities and stockholders' equity	      $    496,580 	$   490,162  

	The accompanying notes are an integral part of these financial statements


                   CE CASECNAN WATER AND ENERGY COMPANY, INC.

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


                             Three Months     Three Months    From Inception
                                Ended            Ended      (September 21, 1994)
                      			     March 31,	        March 31,       to March 31,
                      			        1997	            1996              1997	

Revenues:
Interest and other income	    $  4,504 	      $ 	6,946 	          $ 32,609  

Total revenues	 	                4,504 		        6,946 	 	          32,609  

Costs and expenses:
Interest expense		              11,442		        11,452		            61,537
Less interest capitalized		     (1,746)		         (507)	           	(5,672)
Amortization of bond issue costs	  263 		          234 	       	     1,287  

Total cost and expenses	  	      9,959 		       11,179 	 	          57,152  

Loss before income taxes      		(5,455)       		(4,233)          		(24,543)

Deferred income tax benefit 	  	 1,336 	        	1,482          	 	  6,013  

Net loss to common 
 stockholders	                $ (4,119)	      $	(2,751)	          $(18,530)

Net loss per share - primary	 $  (5.37)	      $  (3.59)	          $ (27.76)

Average number of common and
	common equivalent shares
	outstanding		                 767,162 		      767,162 		          667,431  


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>
                                       		Three Months			Three Months		  From Inception
                                           		Ended		      	Ended	    (September 21, 1994)
                                        		 March 31,   		March 31,	       to March 31,
                          	                  	1997      	   1996      	 	    	1997	
<S>                                     <C>           <C>            <C>  
Cash flows from operating activities:
Net loss	                               $   	(4,119)	 $    (2,751)	  $  	(18,530)
Adjustments to reconcile net cash
  flow from operating activities:
Deferred income tax benefit		                (1,336)       (1,482)	      	(6,013)
Amortization of bond issue costs	              	263		         234		        1,287
Decrease (increase) in accrued interest and
  other receivables	                         	2,164		      (2,801)   	   	(2,794)
Increase in accounts payable and
  accrued expenses		                          9,848 	    	 10,010 	  	    15,942  
Net cash flows from operating activities		    6,820       		3,210 	     	(10,108)

Cash flows from investing activities:
Additions to development costs             		(8,113)		    (10,288)		     (58,906)
Decrease (increase) in restricted
  cash and short-term investments          		(6,104)      		7,400		     (150,226)
Decrease (increase) in restricted investments	6,732		         999	     	(266,283)
Increase (decrease) in accounts payable 
  and accrued expenses related to 
  development activities		                      564 		     (1,146)		      3,275  
Net cash flows from investing activities		   (6,921)		     (3,035)	    	(472,140)

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		                                -		           -	      	(13,591)
Accrued expense related to financing activities 		-	        	(279)            	-
Advances from an affiliate		                    124	          164 		         558  

Net cash flows from financing activities		      124       		 (115)		     482,303  

Net increase (decrease) in cash and 
  cash equivalents		                             23		          60		           55

Cash and cash equivalents at beginning
  of period		                                    32  		     1,696 		           -

Cash and cash equivalents at end of period	 $    55   	$    1,756 	  $        55  
Supplemental disclosure of cash flow information
Interest paid (net of amount capitalized)	  $	 (152)	  $	     935	   $   	39,922
</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. ("CE 
Casecnan" or 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 March 31, 1997 and the 
results of operations for the three months ended March 31, 1997, 1996 and the 
period from inception (September 21, 1994) to March 31, 1997, and cash flows 
for the three months ended March 31, 1997 and 1996 and the period from 
inception (September 21, 1994) to March 31, 1997.

The results of operations for the three months ended March 31, 1997 are not 
necessarily indicative of the results to be expected for the full year.  

2.	Other Footnote Information:

Reference is made to the Company's December 31, 1996 audited financial 
statements included in Form 10-K dated March 28, 1997 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.

3.  Commitments and Contingencies

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 (the "Casecnan Project") located in the central part 
of the island of Luzon in the Republic of the Philippines.

CE Casecnan is presently indirectly owned as to approximately 35% of its 
equity by CalEnergy Company, Inc. and approximately 35% indirectly owned by 
Peter Kiewit Sons' Inc.  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 as of November 27, 1995, as amended to date.

The Casecnan Project was being constructed pursuant to a fixed-price, date-
certain, turnkey construction contract (the "Hanbo Contract") on a joint and 
several basis by Hanbo Corporation ("Hanbo") and Hanbo Engineering and 
Construction Co., Ltd. ("HECC"), both of which are


CE CASECNAN WATER AND ENERGY COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS
(in thousands, except per share amounts)
________________________________

Commitments and Contingencies (continued)

South Korean corporations.  As of May 7, 1997, CE Casecnan terminated the 
Hanbo Contract and CE Casecnan has entered into a new engineering, procurement 
and construction contract to complete the construction of the Casecnan 
Project. The Hanbo Contract has been terminated because of events of default 
under the contract including the fact that both HECC and Hanbo are insolvent 
and have filed for court receivership protection in the Republic of Korea.  In 
connection with the Hanbo Contract termination, CE Casecnan made a draw under 
the irrevocable standby letter of credit issued by Korea First Bank ("KFB") as 
security under the Hanbo Contract to pay for certain transition costs and 
other presently ascertainable damages under the Hanbo Contract.  If KFB were 
to fail to honor its obligations under the Casecnan letter of credit, such 
action could have a material adverse effect on the Casecnan Project and CE 
Casecnan.

CE Casecnan entered into a new turnkey engineering, procurement and 
construction contract to complete the construction of the Casecnan Project 
(the "Replacement Contract").  The work under the Replacement Contract will be 
conducted by a consortium of contractors and subcontractors including Siemens 
A.G., Sulzer Hydro Ltd., Black & Veatch and Colenco Power Engineering Ltd. and 
will be headed by Cooperativa Muratori Cementisti CMC di Ravenna and Impressa 
Pizzarotti & C. Spa. 

	

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. Revenue for the three months ended March 31, 1997 was $4,504 
consisting of interest income from cash received from bond proceeds and equity 
contributions.  For the three months ended March 31, 1997 interest expense for 
the three months was $11,442, interest capitalized was $1,746 and amortization 
of bond issue costs was $263 which relate 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 (the "Casecnan Project") located in the central part 
of the island of Luzon in the Republic of the Philippines.

CE Casecnan is presently indirectly owned as to approximately 35% of its 
equity by CalEnergy Company, Inc. and approximately 35% indirectly owned by 
Peter Kiewit Sons' Inc.  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 as of November 27, 1995, as amended to date.

The Casecnan Project was being constructed pursuant to a fixed-price, date-
certain, turnkey construction contract (the "Hanbo Contract") on a joint and 
several basis by Hanbo Corporation ("Hanbo") and Hanbo Engineering and 
Construction Co. Ltd. ("HECC"), both of which are South Korean corporations.  
As of May 7, 1997, CE Casecnan terminated the Hanbo Contract because of events 
of default under the contract including the fact that both HECC and Hanbo are 
insolvent and have filed for court receivership protection in the Republic of 
Korea.  In connection with the Hanbo Contract termination, CE Casecnan made a 
draw under the irrevocable standby letter of credit issued by Korea First Bank 
("KFB") as security under the Hanbo Contract to pay for certain transition 
costs and other presently ascertainable damages under the Hanbo Contract.  If 
KFB were to fail to honor its obligations under the Casecnan letter of credit, 
such action could have a material adverse effect on the Casecnan Project and 
CE Casecnan.

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)

CE Casecnan entered into a new turnkey engineering, procurement and 
construction contract to complete the construction of the Casecnan Project 
(the "Replacement Contract").  The work under the Replacement Contract will be 
conducted by a consortium of contractors and subcontractors including Siemens 
A.G., Sulzer Hydro Ltd., Black & Veatch and Colenco Power Engineering Ltd. and 
will be headed by Cooperativa Muratori Cementisti CMC di Ravenna and Impressa 
Pizzarotti & C. Spa. 

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 securities contain customary events of default and restrictive 
covenants.

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; however, see Note 3 Commitments and Contingencies and 
Liquidity and Capital Resources.

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.

(i)  The Company filed a Current Report on Form 8-K dated February 25, 1997 
reporting Hanbo Corporation and Hanbo Iron-Steel Company, Ltd. filed 
to seek court receivership protection.
(ii)  The Company filed a current Report on Form 8-K dated March 28, 1997 
reporting Hanbo Engineering and Construction Co. Ltd. filed to seek 
court receivership protection.
(iii)  The Company filed a current Report on Form 8-K dated May 7, 1997 
reporting termination of the Hanbo contract and finalization of 
replacement contract.   		

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: May 13, 1997	                /s/	John G. Sylvia	
                                       John G. Sylvia
                                      	Senior Vice President and 
                                      	Chief Financial Officer