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, 2001

                           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.)

24th Floor, 6750 Building, Ayala Avenue
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 7, 2001.


<PAGE>



                   CE CASECNAN WATER AND ENERGY COMPANY, INC.

                                    Form 10-Q

                                 March 31, 2001
                                 --------------

                                 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, 2001 and December 31, 2000                         4

Statements of Operations for the Three Months Ended
March 31, 2001 and 2000 and for the period from the date of inception
(September 21, 1994) to March 31, 2001                                       5

Statements of Cash Flows for the Three Months Ended
March 31, 2001 and 2000 and for the period from the
date of inception (September 21, 1994) to March 31, 2001                     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                                               14
-------
Item 2.     Changes in Securities                                           14
-------
Item 3.     Defaults on Senior Securities                                   14
-------
Item 4.     Submission of Matters to a Vote of Security Holders             14
-------
Item 5.     Other Information                                               14
-------
Item 6.     Exhibits and Reports on Form 8-K                                14
-------

Signatures                                                                  16

                                      (2)
<PAGE>

Report of Independent Accountants

To the Board of Directors and Stockholders of
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, 2001, and the
related  statements of operations  for the three months ended March 31, 2001 and
of cash  flows for the  three  months  ended  March 31,  2001.  These  financial
statements are the responsibility of the Company's  management.  The comparative
amounts for the quarter ended March 31, 2000 were reviewed by other  independent
accountants.

A review of interim financial  information  consists principally of obtaining an
understanding   of  the  system  for  the   preparation  of  interim   financial
information,  applying  analytical  review  procedures to the financial data and
making inquiries of persons responsible for financial and accounting matters. It
is  substantially  less in scope than an audit made in accordance with generally
accepted  auditing  standards 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.


JOAQUIN CUNANAN & CO.
A PricewaterhouseCoopers Member Firm



Makati City, Philippines
May 7, 2001

                                      (3)
<PAGE>



                   CE CASECNAN WATER AND ENERGY COMPANY, INC.

                                  BALANCE SHEET
          (In thousands, except number of shares and per share amounts)

<TABLE>
<CAPTION>
==========================================================================================
                                                                 March 31,    December 31,
                                                                   2001          2000
------------------------------------------------------------------------------------------


                                   A S S E T S
                                   -----------

<S>                                                              <C>           <C>
Cash                                                             $     736     $     703
Restricted cash and short-term investments                               1             1
Accrued interest receivable                                            271           573
Restricted investments                                              43,827        47,922
Bond issue costs, net                                                7,914         8,315
Development and construction costs                                 436,557       419,163
Deferred income tax asset                                            5,579         5,696
-----------------------------------------------------------------------------------------
                                                                 $ 494,885     $ 482,373
=========================================================================================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Accounts payable and accrued expenses                            $  16,511     $   6,525
Payable to affiliates                                               21,121        19,000
Notes and bonds payable                                            352,750       352,750
-----------------------------------------------------------------------------------------
                                                                   390,382       378,275
-----------------------------------------------------------------------------------------
Commitments and contingencies (Note 2)
Capital stock
  Authorized - 2,148,000 shares at $0.038 par value per share
  Issued and outstanding - 767,162 shares                               29            29
Additional paid-in capital                                         123,807       123,807
Accumulated deficit                                                (19,333)      (19,738)
-----------------------------------------------------------------------------------------
                                                                   104,503       104,098
-----------------------------------------------------------------------------------------
                                                                 $ 494,885     $ 482,373
=========================================================================================
</TABLE>


   (The accompanying notes are an integral part of these financial statements)

                                      (4)
<PAGE>



                   CE CASECNAN WATER AND ENERGY COMPANY, INC.

                            STATEMENTS OF OPERATIONS
          (In thousands, except number of shares and per share amounts)
<TABLE>
<CAPTION>
=====================================================================================
                                                                        From the date
                                                                         of inception
                                                 Three months ended     (September 21,
                                                       March 31            1994) to
                                                 ----------------------   March 31,
                                                    2001         2000        2001
-------------------------------------------------------------------------------------
<S>                                              <C>          <C>          <C>
OTHER INCOME
  Interest income                                $     738    $   2,314    $  87,422
-------------------------------------------------------------------------------------
                                                       738        2,314       87,422
-------------------------------------------------------------------------------------
COST AND EXPENSES:
     Interest expense                               11,027       11,761      243,146
     Amortization of bond issue costs                  401          366        7,251
     Capitalized interest and bond issue costs     (11,428)     (11,363)    (138,730)
     Miscellaneous                                     216            -          667
-------------------------------------------------------------------------------------
  Total costs and expenses                             216          764      112,334
-------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAX                        522        1,550      (24,912)
BENEFIT FROM  (PROVISION FOR)
  DEFERRED INCOME TAX                                 (117)        (347)       5,579
-------------------------------------------------------------------------------------
NET INCOME (LOSS)                                $     405    $   1,203    $ (19,333)
=====================================================================================
NET INCOME (LOSS) PER SHARE                      $    0.53    $    1.57    $  (26.53)
=====================================================================================
AVERAGE NUMBER OF SHARES OUTSTANDING               767,162      767,162      728,595
=====================================================================================
</TABLE>

   (The accompanying notes are an integral part of these financial statements)

                                      (5)
<PAGE>


                   CE CASECNAN WATER AND ENERGY COMPANY, INC.

                            STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
==================================================================================================
                                                                                     From the date
                                                                                      of inception
                                                                Three months ended   (September 21,
                                                                     March 31,          1994) to
                                                               --------------------     March 31,
                                                                 2001        2000         2001
--------------------------------------------------------------------------------------------------
<S>                                                            <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                            $    405    $  1,203    $ (19,333)
  Adjustments to reconcile net income (loss) to net
     cash provided by (used in) operating activities:
  Provision for (benefit from) deferred income tax                  117         347       (5,579)
  Amortization of bond issue costs                                  401         366        7,251
  Decrease (increase) in accrued interest
     and other receivables                                          302          95         (271)
  Increase (decrease) in accounts payable
     and accrued expenses                                           571         (18)       9,221
-------------------------------------------------------------------------------------------------
  Net cash provided by (used in) operating activities             1,796       1,993       (8,711)
-------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Additions to development and construction costs              (17,394)    (21,177)    (436,557)
   Decrease (increase) in restricted cash
      and short-term investments                                      -      13,448           (1)
     Decrease (increase) in restricted investments                4,095        (234)     (43,827)
   Increase (decrease) in accounts payable
      and accrued expenses related to development
      and construction activities                                 9,415       4,318        7,290
-------------------------------------------------------------------------------------------------
   Net cash used in investing activities                         (3,884)     (3,645)    (473,095)
-------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in advances from affiliates                            2,121       1,668       21,121
  Issuance of bonds payable                                           -           -      371,500
  Repayment of bonds payable                                          -           -      (18,750)
  Proceeds from issuance of capital stock                             -           -      123,836
  Bond issue costs                                                    -           -      (15,165)
-------------------------------------------------------------------------------------------------
  Net cash provided by financing activities                       2,121       1,668      482,542
-------------------------------------------------------------------------------------------------
  Net increase in cash and cash equivalents                          33          16          736
  Cash and cash equivalents at beginning of period                  703       2,318            -
-------------------------------------------------------------------------------------------------
  Cash and cash equivalents at end of period                   $    736    $  2,334    $     736
=================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
INTEREST PAID (NET OF AMOUNT CAPITALIZED)
                                                               $ (9,950)   $ (9,533)   $  89,301
================================================================================================
</TABLE>

                (See accompanying notes to financial statements)

                                      (6)
<PAGE>


CE CASECNAN WATER AND ENERGY COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001


NOTE 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 of the Company as of March 31, 2001 and
the results of its operations for the three months ended March 31, 2001 and 2000
and for the period from the date of inception  (September 21, 1994) to March 31,
2001,  and its cash flows for the three months ended March 31, 2001 and 2000 and
for the period  from the date of  inception  (September  21,  1994) to March 31,
2001.

The results of operations for the three months ended March 31, 2001 and 2000 are
not necessarily indicative of the results to be expected for the full year.


NOTE 2 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

In November 1995, the Company closed the financing and commenced construction of
the Casecnan  Project,  a combined  irrigation  and 150 MW  hydroelectric  power
generation  project  located in the  central  part of the island of Luzon in the
Republic of the Philippines.

The Casecnan Project was initially 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,  the Company  terminated  the Hanbo  Contract due to defaults by
Hanbo and HECC including the insolvency of each such company.  On the same date,
the Company entered into a new fixed-price,  date certain,  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  consisting of Cooperativa  Muratori
Cementisti  CMC di Ravenna and Impresa  Pizzarotti & C. Spa.,  working  together
with  Siemens  A.G.,  Sulzer  Hydro  Ltd.,  Black &  Veatch  and  Colenco  Power
Engineering Ltd. (collectively, the "Contractor").

                                      (7)
<PAGE>


After a series of litigations between the contracting parties in connection with
the  termination of the Hanbo Contract,  the company  received $90 million as an
out of court  settlement.  The amount received was shown as accounts payable and
accrued  expenses in the balance  sheet and is being  released  periodically  to
offset  costs  which  were,  and will be,  incurred  over the  remainder  of the
construction  period.  The amounts offset against  construction  costs for 2000,
1999 and 1998 were $30 million, $44 million and $16 million, respectively.

On  November  20,  1999,  the  Replacement  Contract  was  amended to extend the
Guaranteed  Substantial  Completion  Date for the Casecnan  Project to March 31,
2001. This amendment was approved by the independent engineer under the Casecnan
Indenture. In January 2001, the Company received a new working schedule from the
Contractor  that showed a completion date of August 31, 2001.  Accordingly,  the
Casecnan  Project is now expected to become  operational by the third quarter of
2001.  The  delay in  completion  is  attributable  in part to the  collapse  in
December 2000 of the Project's  partially completed vertical surge shaft and the
need to drill a replacement surge shaft.

The receipt of the working  schedule does not change the Guaranteed  Substantial
Completion  Date under the  Replacement  Contract,  and the  Contractor is still
contractually  obligated  either to complete the Project by March 31, 2001 or to
pay delay liquidated damages.  As a result of receipt of the schedule,  however,
the Company has sought and obtained from the independent engineer approval for a
revised construction  schedule under the Casecnan Indenture.  In connection with
the revised schedule,  the ultimate parent company of CE Casecnan agreed to make
available  up to $11.6  million of  additional  funds under  certain  conditions
pursuant  to  a  Shareholder   Support   Letter  dated  February  8,  2001  (the
"Shareholder Support Letter").

On February 12, 2001, the Contractor  filed a Request for  Arbitration  with the
International  Chamber  of  Commerce  seeking  an  extension  of the  Guaranteed
Substantial  Completion Date by up to 153 days through August 31, 2001 resulting
from various alleged force majeure  events,  including the collapse of the surge
shaft. In a March 20, 2001 Supplement to Request for Arbitration, the Contractor
also seeks  compensation  for  alleged  additional  costs it  incurred  from the
claimed  force  majeure  events to the extent it is unable to  recover  from its
insurer.  On April 20,  2001 the  Contractor  filed a further  claim  seeking an
additional  approximately  $62 million in damages for the alleged  force majeure
event (and geologic  conditions)  related to the collapse of the surge shaft. CE
Casecnan  believes such  allegations and claims are without merit and it intends
to vigorously defend the Contractor's claims. In accordance with the Replacement
Contract,  the  arbitration  will be  conducted  pursuant  to the  rules  of the
International Chamber of Commerce. The parties have agreed that the venue of the
arbitration will be London, England.

                                      (8)
<PAGE>

Under the Project Agreement, if NIA is able to accept delivery of water into the
Pantabangan  Reservoir and NPC has completed the Project's related  transmission
line,  the  Company is liable to pay NIA $5,500 per day for each day of delay in
completion of the Casecnan  Project beyond July 27, 2000,  increasing to $13,500
per day for each day of delay in completion  beyond November 27, 2000.  Although
the  transmission  line is complete,  NIA has not yet  installed  the  Project's
metering equipment. Accordingly, no liquidated damages payments to NIA have been
made.

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 Project Agreement and the Performance
Undertaking,  respectively.  Except to the extent expressly  provided for in the
Shareholder  Support  Letters,  no  shareholders,  partners or affiliates of the
Company, including MidAmerican,  and no directors,  officers or employees of the
Company  will  guarantee  or be in any way liable for  payment of the  Company's
obligations.  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 Project Agreement will be substantially
denominated  in United States  dollars and are expected to be the Company's sole
source of operating  revenues.  Because of the Company's  dependence on NIA, any
material failure of NIA to fulfill its obligations  under the Project  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.

There are pending bills before the Philippine Congress and the Philippine Senate
aimed at  restructuring  the  electric  industry,  privatization  of the NPC and
introduction of a competitive  electricity market,  among others. The passage of
the bills may have an impact on the Company's future operations and the industry
as a whole, the effect of which is not yet determinable and estimable.

NOTE 3- OTHER FOOTNOTE INFORMATION

Reference  is  made  to  the  Company's  December  31,  2000  audited  financial
statements included in Form 10-K that provides  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 2 to the financial  statements  included in the
report.

                                      (9)
<PAGE>

CE CASECNAN WATER AND ENERGY COMPANY, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(in thousands)


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.  Interest  income  decreased  in the first
quarter  of 2001 to $738  from  $2,314  in the  same  period  in  2000,  a 68.1%
decrease.  This  decrease is primarily due to lower cash balances as a result of
the use of existing  cash to support the ongoing  development  and  construction
activities.

Interest expense  inclusive of bond issue costs in the first quarter of 2001 was
$11,429  compared  to  $12,127  for the same  period in 2000.  The  decrease  in
interest expense resulted from reduced indebtedness.  For the three months ended
March 31, 2001 and 2000,  amortization  of bond issue costs,  was $402 and $366,
respectively.  Capitalized  interest in the first  quarter of 2001  increased to
$11,429  from $11,363 for the same period in 2000.  The increase in  capitalized
interest  resulted from higher  cumulative  development and construction  costs.
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:
-------------------------------

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,
$171,500 of its 11.95% Senior Secured Series B Bonds due 2010 and $75,000 of its
Senior Secured Floating Rate Notes due 2002 (the  "Securities"),  pursuant to an
indenture (the "Indenture") dated as of November 27, 1995, as amended to date.

                                      (10)

<PAGE>


The  Securities  are senior debt of the Company and are secured by a  collateral
assignment of all revenues that will be received  from the Casecnan  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
provisions as defined in the Indenture.  The Securities contain customary events
of default and restrictive covenants.

The Casecnan Project was initially 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,  the Company  terminated  the Hanbo  Contract due to defaults by
Hanbo and HECC including the insolvency of each such company.  On the same date,
the Company entered into a new fixed-price,  date certain,  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  consisting of Cooperativa  Muratori
Cementisti  CMC di Ravenna and Impresa  Pizzarotti & C. Spa.,  working  together
with  Siemens  A.G.,  Sulzer  Hydro  Ltd.,  Black &  Veatch  and  Colenco  Power
Engineering Ltd. (collectively, the "Contractor").

After a series of litigations between the contracting parties in connection with
the  termination of the Hanbo Contract,  the company  received $90 million as an
out of court  settlement.  The amount received was shown as accounts payable and
accrued  expenses in the balance  sheet and is being  released  periodically  to
offset  costs  which  were,  and will be,  incurred  over the  remainder  of the
construction  period.  The amounts offset against  construction  costs for 2000,
1999 and 1998 were $ 30 million, $ 44 million and $16 million, respectively.

On  November  20,  1999,  the  Replacement  Contract  was  amended to extend the
Guaranteed  Substantial  Completion  Date for the Casecnan  Project to March 31,
2001. This amendment was approved by the lender's independent engineer under the
Casecnan Indenture. In January 2001, the Company received a new working schedule
from  the  Contractor  that  showed  a  completion  date  of  August  31,  2001.
Accordingly,  the Casecnan Project is now expected to become  operational during
the third quarter of 2001.  The delay in completion is  attributable  in part to
the collapse in December  2000 of the  Project's  partially  completed  vertical
surge shaft and the need to drill a replacement surge shaft.

The receipt of the working  schedule does not change the Guaranteed  Substantial
Completion  Date under the  Replacement  Contract,  and the  Contractor is still
contractually obligated either

                                      (11)
<PAGE>

to complete the Project by March 31, 2001 or to pay delay liquidated damages. As
a result of receipt of the working schedule, however, the Company has sought and
obtained  from  the  lender's   independent  engineer  approval  for  a  revised
construction  schedule  under the Casecnan  Indenture.  In  connection  with the
revised  schedule,  the ultimate  parent  company of CE Casecnan  agreed to make
available up to $11,600 of additional funds under certain conditions pursuant to
a Shareholder  Support Letter dated February 8, 2001 (the  "Shareholder  Support
Letter") to cover  additional  costs  resulting from the  Contractor's  schedule
delay.

On February 12, 2001, the Contractor  filed a Request for  Arbitration  with the
International  Chamber  of  Commerce  seeking  an  extension  of the  Guaranteed
Substantial  Completion Date by up to 153 days through August 31, 2001 resulting
from various alleged force majeure  events,  including the collapse of the surge
shaft. In a March 20, 2001 Supplement to Request for Arbitration, the Contractor
also seeks  compensation  for  alleged  additional  costs it  incurred  from the
claimed  force  majeure  events to the extent it is unable to  recover  from its
insurer.  On April 20,  2001 the  Contractor  filed a further  claim  seeking an
additional  approximately  $62,000  million in  damages  for the  alleged  force
majeure  event (and  geologic  conditions)  related to the collapse of the surge
shaft. CE Casecnan believes such allegations and claims are without merit and it
intends to vigorously defend the Contractor's claims.

Under the Project Agreement, if NIA is able to accept delivery of water into the
Pantabangan  Reservoir and NPC has completed the Project's related  transmission
line,  the  Company  is  liable to pay NIA $5.5 per day for each day of delay in
completion of the Casecnan Project beyond July 27, 2000, increasing to $13.5 per
day for each day of delay in completion  beyond November 27, 2000.  Although the
transmission line is complete,  NIA has not yet installed the Project's metering
equipment. Accordingly, no liquidated damages payments to NIA have been made.

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 Project Agreement and the Performance
Undertaking,  respectively.  Except to the extent expressly  provided for in the
Shareholder  Support  Letters,  no  shareholders,  partners or affiliates of the
Company, including MidAmerican,  and no directors,  officers or employees of the
Company  will  guarantee  or be in any way liable for  payment of the  Company's
obligations.  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.

Certain information included in this report contains forward-looking  statements
made pursuant to the Private  Securities  Litigation Reform Act of 1995 ("Reform
Act"). Such statements are based on current expectations and involve a number of
known and unknown risks and  uncertainties  that could cause the actual  results
and  performance of the Company to differ  materially  from any expected  future
results or performance, expressed or implied, by the

                                      (12)
<PAGE>

forward-looking statements. In connection with the safe harbor provisions of the
Reform Act, the Company has identified important factors that could cause actual
results  to differ  materially  from such  expectations,  including  development
uncertainty,  operating  uncertainty,  acquisition  uncertainty,   uncertainties
relating to doing business outside of the United States,  uncertainties relating
to  domestic  and   international   economic  and   political   conditions   and
uncertainties regarding the impact of regulations, changes in government policy,
industry deregulation and competition. Reference is made to all of the Company's
SEC  filings,  incorporated  herein  by  reference,  for a  description  of such
factors.  The  Company  assumes  no  responsibility  to  update  forward-looking
information contained herein.

                                      (13)

<PAGE>

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.
------

     (a) Exhibits:

         None.

     (b) Reports on Form 8-K:

The  Company  issued a Current  Report  on Form  8-K,  dated  January  19,  2001
announcing the possible change in the Presidency and overall  administration  of
the Republic of the Philippines.

The  Company  issued  a  Current  Report  on Form 8-K  dated  February  8,  2001
announcing  it  had  received  a new  schedule  from  the  turnkey  construction
Contractor  which  extends  the  expected  Substantial  Completion  Date for the
Casecnan  Project to August 31, 2001. In connection  with the new schedule,  the
ultimate  parent of the Company has agreed to make available up to $11.6 million
of additional equity to complete the Casecnan Project.

                                     (14)
<PAGE>

The  Company  issued a  Current  Report  on Form 8-K  dated  February  16,  2001
announcing  that Standard and Poor's and Moody's rating  agencies were reviewing
the Company's  Senior Secured Notes for a possible  downgrade in connection with
the extension of the expected Substantial Completion Date to August 31, 2001.

                                      (15)
<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: May 10, 2001              /s/  Patrick J. Goodman
                                -----------------------------------------------
                                Patrick J. Goodman
                                Senior Vice President & Chief Financial Officer

                                      (16)