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
                                
                          JUNE 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 June 30, 1997.
           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
                            Form 10-Q
                                
                          June 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, June 30, 1997 and December 31, 1996         4

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

Statements of Cash Flows for the Six Months Ended 
June 30, 1997 and 1996 and for the period from inception 
(September 21, 1994) to June 30, 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  June  30,  1997, and the  related  statements  of
operations  for  the three months and six months ended  June  30,
1997  and the period from inception (September 21, 1994) to  June
30,  1997, and cash flows for the six months ended June 30,  1997
and  1996  and the period from inception (September 21, 1994)  to
June 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
August 13, 1997

           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
                     UNAUDITED BALANCE SHEET
                          June 30, 1997
           (with comparative audited figures for 1996)
       (in thousands, except share and per share amounts)
                ________________________________
                                                     
                                             June 30,   December 31,
                                               1997         1996
ASSETS                                               
Cash                                       $     268    $      32
Restricted cash and short-term               131,013      144,122
investments
Accrued interest and other receivables         2,140        4,958
Restricted investments                       258,650      273,015
Bond issue costs, net                         12,039       12,566
Development costs                             75,542       50,793
Deferred income tax                                              
                                               6,880        4,676
                                                                 
   Total assets                            $ 486,532    $ 490,162
                                                                 
LIABILITIES AND STOCKHOLDERS' EQUITY                             
                                                                 
Liabilities:                                                     
Accounts payable and accrued expenses      $   9,595   $    8,803
Advances from an affiliate                     2,803          434
Notes and bonds payable                                          
                                             371,500      371,500
                                                                 
 Total liabilities                           383,898      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                          (21,202)     (14,411)
                                                                 
Total stockholders' equity                   102,634      109,425
                                                                 
  Total  liabilities and  stockholders'    
  equity                                   $ 486,532    $ 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 Ended  Six Months Ended  From Inception
                            June 30,             June 30,   (September 21, 1994)
                             1997    1996     1997      1996    June 30,1997
Revenues:                                                       

Interest and other income $  5,914 $  6,321  $ 10,418  $ 13,268   $ 38,522
                                                                          
Total revenues               5,914    6,321    10,418    13,268     38,522
                                                                          
Costs and expenses:                                                       
Interest expense            11,469   11,415    22,911    22,868     73,006
Less interest capitalized   (2,280)    (691)  (4,026)    (1,198)    (7,952)
Amortization   of   bond                                                  
issue costs                    264      238       527       472      1,550
                                                                          
Total costs and expenses     9,453   10,962    19,412    22,142     66,604
                                                                          
Loss before income taxes   (3,539)  (4,641)   (8,994)   (8,874)   (28,082)
                                                                          
Deferred income tax benefit   867    1,625     2,203     3,106      6,880
                                                                          
Net loss to common 
 stockholders              (2,672)  (3,016)   (6,791)   (5,768)   (21,202)
                                                                          
Net loss per share-primary  (3.48)   (3.93)    (8.85)    (7.52)    (31.35)
                                                                          
Average number of common                                                  
shares outstanding        767,162  767,162   767,162   767,162    676,284

     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)
                  ________________________________
                                  

                              Six Months Ended        From Inception
                                 June 30,           (September 21, 1994)
                                 1997        1996     to  June 30, 1997
Cash flows from operating                           
activities:
Net loss                         $   (6,791)  $  (5,768)   $  (21,202)
Adjustments  to  reconcile  net                           
cash flow from operating activities:
Deferred income tax benefit          (2,203)     (3,106)      (6,880)
Amortization of bond issue costs        527         472        1,550
Decrease (increase) in  accrued                                      
interest and other receivables        2,818      (1,967)      (2,140)
Increase (decrease) in accounts                                      
payable and accrued expenses            (29)      1,734        6,066
Net  cash  flows from operating                                      
activities                           (5,678)     (8,635)     (22,606)
                                                                     
Cash   flows   from   investing                                      
activities:
Additions to development costs      (24,750)    (16,467)     (75,542)
Decrease (increase) in restricted                                      
 cash and short-term investments     13,109      72,357    (131,013)
Decrease (increase) in
restricted investments               14,365    (45,998)    (258,650)
Increase (decrease) in accounts                                      
payable and accrued  expenses 
related to development activities       618     (1,233)        3,326
Net  cash  flows from investing                                      
activities                             3,342       8,659    (461,879)
                                                                     
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)
Accrued  expenses  related   to     
 financing activities                    203       (279)          203
Advances from an affiliate             2,369         423        2,803
Net  cash  flows from financing                                      
activities                             2,572        (29)      484,753
Net increase (decrease) in cash                                      
and cash equivalents                     236         (5)          268
Cash  and  cash equivalents  at                                      
beginning of period                       32       1,696            -
Cash  and  cash equivalents  at
end of period                       $    268    $  1,691     $    268
Supplemental disclosure:                                             
Interest  paid (net  of  amount         
capitalized)                        $ 18,914    $ 19,229     $ 58,988
                                                                     


   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 June 30,  1997  and  the
results  of  operations for the three and six months ended  June  30,
1997  and  1996  and the period from inception (September  21,  1994)
to  June  30,  1997,  and cash flows for the six  months  ended  June
30,  1997  and  1996  and  the period from inception  (September  21,
1994) to June 30, 1997.

The  results  of operations for the three and six months  ended  June
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  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  and  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

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

Commitments and Contingencies (continued)

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  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  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.

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  is  expected  to  immediately
fully   mobilize   and   commence   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.

















           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 second quarter of  1997  to  $5,914  from
$6,321  in  the same period in 1996, a 6.4% decrease.   For  the  six
months  ended  June  30,  1997, revenue  decreased  to  $10,418  from
$13,268,   a  21.5%  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  second  quarter  of  1997  was   $11,469
compared  to  $11,415  for the same period  in  1996.   For  the  six
months  ended  June 30, 1997 and 1996, interest expense  was  $22,911
and  $22,868,  respectively.   Capitalized  interest  in  the  second
quarter  1997  increased to $2,280 from $691 for the same  period  in
1996,  a  230.0% increase.  For the six months ended June  30,  1997,
capitalized  interest increased to $4,026 from $1,198  for  the  same
period  in  1996,  a 236.1% 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 six month  periods  ended  June
30,  1997  was  $264  and $527 respectively,  compared  to  $238  and
$472  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  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,
(the   "Securities")  pursuant  to  an  indenture  (the  "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

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

Liquidity and Capital Resources (continued):

and  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.

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.

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.  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.   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.

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.
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.

     (i)  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.
(ii)      The Company filed a Current Report on Form 8-K dated
May 19, 1997 reporting the Company filed a motion for summary
judgment to require Korea First Bank to honor a drawing on an
irrevocable standby letter of credit issued by Korea First Bank
for the benefit of the Company.


                           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  13,  1997      /s/ Craig M. Hammett
                                   Craig M. Hammett
                              Vice President and Chief Financial Officer