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
                                
                       SEPTEMBER 30, 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 September 30, 1997.
<PAGE>
           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
                            Form 10-Q
                                
                       September 30, 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, September 30, 1997 and December 31, 1996                    4

Statements of Operations for the Three Months and Nine Months
Ended September 30, 1997 and 1996 and for the period from inception
(September 21, 1994) to September 30,1997                                   5

Statements of Cash Flows for the Nine Months Ended September  30,
1997 and 1996 and for the period from inception (September 21, 1994)
to September 30, 1997                                                       6

Notes to Financial Statements                                               7

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

PART II:  OTHER INFORMATION

Item 1. Legal Proceedings                                                   13
Item 2. Changes in Securities                                               13
Item 3. Defaults on Senior Securities                                       13
Item 4. Submission of Matters to a Vote of Security Holders                 13
Item 5. Other Information                                                   13
Item 6. Exhibits and Reports on Form 8-K                                    13

Signatures                                                                  14

Exhibit 27                                                                  15
<PAGE>
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 September 30, 1997, and the related statements  of
operations  for the three months and nine months ended  September
30,  1997  and the period from inception (September 21, 1994)  to
September  30,  1997, and cash flows for the  nine  months  ended
September  30,  1997  and  1996 and  the  period  from  inception
(September  21,  1994)  to  September  30,  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
November 13, 1997
<PAGE>
           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
                     UNAUDITED BALANCE SHEET
                       September 30, 1997
           (with comparative audited figures for 1996)
       (in thousands, except share and per share amounts)
                ________________________________
                                                     
                                         September 30,  December 31,
                                               1997         1996
ASSETS                                               
Cash                                      $      130    $      32
Restricted cash and short-term                58,432      144,122
investments
Accrued interest, other receivables and        6,281        4,958
other assets
Restricted investments                       281,229      273,015
Construction in progress                     126,804       50,793
Deferred income tax                            7,864        4,676
Bond issue costs, net                         11,776       12,566
   Total assets                           $  492,516    $ 490,162
                                                                 
LIABILITIES AND STOCKHOLDERS' EQUITY                             
                                                                 
Liabilities:                                                     
Accounts payable and accrued expenses     $   19,314    $   8,803
Advances from an affiliate                     2,084          434
Notes and bonds payable                      371,500      371,500
                                                                 
 Total liabilities                           392,898      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                          (24,218)     (14,411)
                                                                 
Total stockholders' equity                    99,618      109,425
                                                                 
Total liabilities and stockholders' equity $ 492,516    $ 490,162
                                                                 

The accompanying notes are an integral part of these financial statements.
<PAGE>
              CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                    
                   UNAUDITED STATEMENTS OF OPERATIONS
           (in thousands, except share and per share amounts)
                    ________________________________


                                                               From Inception
                       Three Months Ended  Nine Months Ended (September 21,1994)
                          September 30,       September 30,     to September 30,
                             1997      1996     1997     1996        1997
Revenues:                                                       

Interest and other income $  3,893  $  6,438  $ 14,311  $ 19,706   $ 42,415
                                                                          
Total revenues               3,893     6,438    14,311    19,706     42,415
                                                                          
Costs and expenses:                                                       
Interest expense            11,509    11,439    34,420    34,307     84,515
Less interest capitalized   (3,879)   (1,164)   (7,905)   (2,362)   (11,831)
Amortization of bond                                                  
issue costs                    263       238       790       710      1,813
                                                                          
Total costs and expenses     7,893    10,513    27,305    32,655     74,497
                                                                          
Loss before income taxes    (4,000)   (4,075)  (12,994)  (12,949)   (32,082)
                                                             
Deferred income tax benefit    984     1,426     3,187     4,532      7,864
                                                                          
Net loss to common 
stockholders                (3,016)   (2,649)   (9,807)   (8,417)   (24,218)
                                                                          
Net loss per share -                                                  
primary                      (3.93)    (3.45)   (12.78)   (10.97)    (35.41)
                                                                          
Average number of common                                                  
shares outstanding         767,162   767,162   767,162   767,162    683,851

     The accompanying notes are an integral part of these financial
                               statements.
<PAGE>
              CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                   
                  UNAUDITED STATEMENTS OF CASH FLOWS
                            (in thousands)
                   ________________________________

                                                          From Inception 
                                    Nine  Months Ended (September 21, 1994)
                                       September 30,      to September 30,
                                      1997        1996         1997
Cash flows from operating activities:
Net loss                           $ (9,807)   $ (8,417)     $(24,218)
Adjustments  to  reconcile  net                           
cash flow from operating activities:
Deferred income tax benefit          (3,187)     (4,532)      (7,864)
Amortization of bond issue costs        790         710        1,813
Decrease (increase)in accrued                                      
interest and other receivables       (1,324)     (2,935)      (6,281)
Increase (decrease) in accounts                                      
payable and accrued expenses            (44)     11,450        6,050
Net  cash  flows from operating                                      
activities                          (13,572)     (3,724)     (30,500)
                                                                     
Cash flows from investing activities:
Additions to construction 
in progress                         (76,011)    (36,569)    (126,804)
Decrease (increase)in restricted
cash and short-term investments      85,690     100,521      (58,432)
Decrease (increase)in restricted 
investments                         (8,214)    (60,497)    (281,229)
Increase  in  accounts  payable                                      
and accrued expenses related to                                      
construction activities                 618       1,193        3,327
Net  cash  flows from investing                                      
activities                            2,083       4,648     (463,138)
                                                                     
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)     (13,589)
Increase (decrease) in  accrued                                      
expenses  related to  financing 
activities                            9,937        (279)       9,937
Increase (decrease) in advances                                      
from (to) an affiliate                1,650        (525)       2,084
Net  cash  flows from financing                                      
activities                           11,587        (977)     493,768
Net increase (decrease) in cash                                      
and cash equivalents                     98         (53)         130
Cash at beginning of period              32       1,696            -
Cash at end of period               $   130      $1,643      $   130
Supplemental disclosure:                                             
Interest  paid (net  of  amount       
capitalized)                        $ 10,483    $16,226      $56,652
    The accompanying notes are an integral part of these financial
                              statements.
<PAGE>
           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  September  30,  1997
and  the  results  of operations for the three and nine  months  ended
September   30,   1997  and  1996  and  the  period   from   inception
(September  21,  1994)  to  September 30, 1997,  and  cash  flows  for
the  nine  months  ended September 30, 1997 and 1996  and  the  period
from inception (September 21, 1994) to September 30, 1997.

The  results  of  operations  for the  three  and  nine  months  ended
September  30,  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  currently  approximately  35%  indirectly  owned  by
CalEnergy  Company,  Inc.  ("CalEnergy") and  currently  approximately
35%  indirectly  owned  by  Peter  Kiewit  Sons'  Inc.  ("PKS").    On
September  11,  1997,  CalEnergy signed a  definitive  agreement  with
Kiewit  Diversified  Group  ("KDG"),  a  wholly  owned  subsidiary  of
PKS,   for   CalEnergy  to  purchase  KDG's  ownership   interest   in
various    project   partnerships,   including   CE   Casecnan,    and
CalEnergy  common  shares  (the  "KDG  Acquisition").   Final  closing
of  the  transaction  is  expected  to  occur  in  January  1998.   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.

<PAGE>
           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
                  NOTES TO FINANCIAL STATEMENTS
            (in thousands, except per share amounts)
                ________________________________

Commitments and Contingencies (continued)

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   due   to
defaults  by  Hanbo  and HECC including the insolvency  of  each  such
company.    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  is   being
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  Pizzarottie  &  C.
Spa (collectively, the "Replacement Contractor").

In  connection  with  the  Hanbo  Contract  termination,  CE  Casecnan
tendered  a  certificate of drawing to Korea  First  Bank  ("KFB")  on
May  7,  1997  under the irrevocable standby letter of  credit  issued
by  KFB  as  security  under the Hanbo Contract  to  pay  for  certain
transition  costs  and  other  presently ascertainable  damages  under
the  Hanbo  Contract.   As  a  result of KFB's  wrongful  dishonor  of
the  draw  request,  CE Casecnan filed an action  in  New  York  State
Court.   That  Court  granted CE Casecnan's request  for  a  temporary
restraining  order  requiring KFB to deposit $79,329,  the  amount  of
the   requested  draw,  in  an  interest  bearing  account   with   an
independent   financial  institution  in  the  United   States.    KFB
appealed  this  order,  but the appellate court  denied  KFB's  appeal
and  on  May  19,  1997,  KFB  transferred  funds  in  the  amount  of
$79,329  to  a  segregated  New  York bank  account  pursuant  to  the
Court  order.   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.

On  August  6,  1997,  CE Casecnan announced  that  it  had  issued  a
notice  to  proceed  to the Replacement Contractor.   The  Replacement
Contractor   was  already  on  site  and  has  fully   mobilized   and
commenced  engineering,  procurement  and  construction  work  on  the
project.   The  receipt  of  the  letter  of  credit  funds  from  KFB
remains  essential  and  CE Casecnan will continue  to  press  KFB  to
honor  its  clear  obligations  under the  letter  of  credit  and  to
pursue  Hanbo  and  KFB  for any additional  damages  arising  out  of
their actions to date.

On  August  27,  1997, CE Casecnan announced that it  had  received  a
favorable  summary  judgment ruling in New York  State  Court  against
KFB.   The  judgment,  which has been appealed by the  bank,  requires
KFB  to  honor  the  $79,329 drawing by CE Casecnan  on  the  $117,850
irrevocable standby letter of credit.

<PAGE>

           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
                  NOTES TO FINANCIAL STATEMENTS
            (in thousands, except per share amounts)
                ________________________________

Commitments and Contingencies (continued)
                                
On  September  29,  1997  CE Casecnan tendered  a  second  certificate
of  drawing  for  $10,828  to  KFB.  KFB  also  wrongfully  dishonored
this  draw,  but  pursuant  to a stipulation  agreed  to  deposit  the
draw   amount   in  an  interest  bearing  account   with   the   same
independent  financial  institution  in  the  United  States   pending
resolution  of  the  appeal regarding the first  draw  and  agreed  to
expedite the appeal.

On  or  about  September 3, 1997, Hanbo and HECC filed a  Request  for
Arbitration  before  the International Chamber  of  Commerce  ("ICC").
The  Request  for  Arbitration asserts various  claims  by  Hanbo  and
HECC   against   CE   Casecnan  relating  to  the   terminated   Hanbo
Contract  and  seeking  damages.  On October  10,  1997,  CE  Casecnan
served  its  answer  and  defenses in  response  to  the  Request  for
Arbitration  as  well  as counterclaims against  Hanbo  and  HECC  for
breaches   of   the  Hanbo  Contract.   The  arbitration   proceedings
before  the  ICC  are  ongoing  and  CE  Casecnan  intends  to  pursue
vigorously   its   claims  against  Hanbo,  HECC  and   KFB   in   the
proceedings described above.

<PAGE>

           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  consists  of  interest   income   on
cash   received   from   bond  proceeds  and   equity   contributions.
Revenue  decreased  in  the  third quarter  of  1997  to  $3,893  from
$6,438  in  the  same  period  in 1996, a  39.5%  decrease.   For  the
nine   months   ended  September  30,  1997,  revenue   decreased   to
$14,311   from  $19,706,  a  27.4%  decrease.   These  decreases   are
primarily  a  result  of  lower  cash  balances  due  to  construction
draws  and  lower  interest  rates  in  1997  compared  to  the   same
periods in 1996.

Interest   expense   in  the  third  quarter  of  1997   was   $11,509
compared  to  $11,439  for the same period  in  1996.   For  the  nine
months  ended  September  30,  1997 and  1996,  interest  expense  was
$34,420  and  $34,307,  respectively.   Capitalized  interest  in  the
second  quarter  1997  increased to $3,879 from $1,164  for  the  same
period  in  1996,  a  233.2%  increase.  For  the  nine  months  ended
September  30,  1997, capitalized interest increased  to  $7,905  from
$2,362  for  the  same  period  in  1996,  a  234.7%  increase.    The
increases  in  capitalized  interest  result  from  higher  cumulative
development  costs  during the construction  period  of  the  Casecnan
Project.   Amortization of bond issue costs for  the  three  and  nine
month   periods   ended  September  30,  1997  was   $263   and   $790
respectively,  compared  to $238 and $710  for  the  same  periods  in
1996.   Interest  expense, capitalized interest  and  amortization  of
bond  issue  costs  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  currently  approximately  35%  indirectly  owned  by
CalEnergy  Company,  Inc.  ("CalEnergy") and  currently  approximately
35%   indirectly  owned  by  Peter  Kiewit  Sons'  Inc.  ("PKS").   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,  (the "Securities") pursuant to  an  indenture  (the
"Indenture") dated as of November 27, 1995, as amended to date.
<PAGE>      
          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  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   due   to
defaults  by  Hanbo  and HECC including the insolvency  of  each  such
Company.    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  is   being
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 (collectively the "Replacement Contractor").

In  connection  with  the  Hanbo  Contract  termination,  CE  Casecnan
tendered  a  certificate of drawing to Korea  First  Bank  ("KFB")  on
May  7,  1997  under the irrevocable standby letter of  credit  issued
by  KFB  as  security  under the Hanbo Contract  to  pay  for  certain
transition  costs  and  other  presently ascertainable  damages  under
the  Hanbo  Contract. As a result of KFB's wrongful  dishonor  of  the
draw   request,  CE  Casecnan  filed  an  action  in  New  York  State
Court.   That  Court  granted CE Casecnan's request  for  a  temporary
restraining  order  requiring KFB to deposit $79,329,  the  amount  of
the   requested  draw,  in  an  interest  bearing  account   with   an
independent   financial  institution  in  the  United   States.    KFB
appealed  this  order,  but the appellate court  denied  KFB's  appeal
and  on  May  19,  1997,  KFB  transferred  funds  in  the  amount  of
$79,329  to  a  segregated  New  York bank  account  pursuant  to  the
Court  order.   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.

On  August  6,  1997,  CE Casecnan announced  that  it  had  issued  a
notice  to  proceed  to the Replacement Contractor.   The  Replacement
Contractor   was  already  on  site  and  has  fully   mobilized   and
commenced  engineering,  procurement  and  construction  work  on  the
project.   The  receipt  of  the  letter  of  credit  funds  from  KFB
remains  essential  and  CE Casecnan will continue  to  press  KFB  to
honor  its  clear  obligations  under the  letter  of  credit  and  to
pursue  Hanbo  and  KFB  for any additional  damages  arising  out  of
their actions to date.

On  August  27,  1997, CE Casecnan announced that it  had  received  a
favorable  summary  judgment ruling in New York  State  Court  against
KFB.   The  judgment,  which has been appealed by the  bank,  requires
KFB  to  honor  the  $79,329 drawing by CE Casecnan  on  the  $117,850
irrevocable standby letter of credit.
<PAGE>
           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):

On  September  29,  1997  CE Casecnan tendered  a  second  certificate
of  drawing  for  $10,828  to  KFB.  KFB  also  wrongfully  dishonored
this  draw,  but  pursuant  to a stipulation  agreed  to  deposit  the
draw   amount   in  an  interest  bearing  account   with   the   same
independent  financial  institution  in  the  United  States   pending
resolution  of  the  appeal regarding the first  draw  and  agreed  to
expedite the appeal.

On  or  about  September 3, 1997, Hanbo and HECC filed a  Request  for
Arbitration  before  the International Chamber  of  Commerce  ("ICC").
The  Request  for  Arbitration asserts various  claims  by  Hanbo  and
HECC   against   CE   Casecnan  relating  to  the   terminated   Hanbo
Contract  and  seeking  damages.  On October  10,  1997,  CE  Casecnan
served  its  answer  and  defenses in  response  to  the  Request  for
Arbitration  as  well  as counterclaims against  Hanbo  and  HECC  for
breaches   of   the  Hanbo  Contract.   The  arbitration   proceedings
before  the  ICC  are  ongoing  and  CE  Casecnan  intends  to  pursue
vigorously   its   claims  against  Hanbo,  HECC  and   KFB   in   the
proceedings described above.

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  defined  in the  Indenture.   The  Securities
contain   customary  events  of  default  and  restrictive  covenants.
<PAGE>
CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                

PART II - OTHER INFORMATION


Item 1 -  Legal proceedings.

      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.

     (a)  Exhibits:

       Exhibit 27 - Financial Data Schedule

     (b)  Reports on Form 8-K:

        (i)     Form  8-K  dated  August 27, 1997  reporting  the  New
                York State Court summary judgment ruling against 
                Korea First Bank.
<PAGE>
                           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: November  14,  1997    /s/ Craig M. Hammett
                             Craig M. Hammett
                             Vice President and Chief Financial Officer