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, 1999
                                
                   COMMISSION FILE NO. 333-608
                                
           CE CASECNAN WATER AND ENERGY COMPANY, INC.
     (Exact name of registrant as specified in its charter)

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

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

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

Indicate  by check mark whether the Registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the Registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.

               Yes    X                 No

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

767,162 shares of Common Stock, $0.038 par value were outstanding
as of March 31, 1999.

           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
                            Form 10-Q
                                
                         March 31, 1999
                          _____________
                                
                         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, 1999 and December 31, 1998        4

Statements of Operations for the Three Months Ended
 March 31, 1999 and 1998 and for the period from inception
 (September 21, 1994) to March 31, 1999                     5

Statements of Cash Flows for the Three Months Ended  
 March 31,1999 and 1998 and for the period from inception 
 (September 21, 1994) to March 31, 1999                     6

Notes to Financial Statements                               7

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations                         8

PART II:  OTHER INFORMATION

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

Signatures                                                  12

Exhibit 27                                                  13

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We  have  reviewed the accompanying balance sheet of CE  Casecnan
Water  and  Energy  Company, Inc. (a company in  the  development
stage)  as  of  March  31, 1999, and the  related  statements  of
operations for the three months ended March 31, 1999 and 1998 and
the  period  from the date of inception (September 21,  1994)  to
March  31, 1999, and cash flows for the three months ended  March
31,  1999  and  1998  and the period from the date  of  inception
(September  21, 1994) to March 31, 1999. 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,  1998,
and  the  related  statements of operations for  the  year  ended
December  31, 1998, and for the period from the date of inception
(September   21,   1994)  to  December  31,  1998,   changes   in
stockholders'  equity  for  the period  from  date  of  inception
(September 21, 1994) to December 31, 1998 and cash flows for  the
year ended December 31, 1998, and for the period from the date of
inception  (September  21,  1994)  to  December  31,  1998   (not
presented separately herein) and, in our report dated January 20,
1999,  we  expressed  an unqualified opinion on  those  financial
statements.


SYCIP GORRES VELAYO & CO.
An Arthur Andersen Member Firm


Makati City, Philippines
May 12, 1999

           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
                         BALANCE SHEETS
        (in thousands, except share and per share amounts)
                ________________________________
                                                     
                                         March 31,    December 31,
                                            1999          1998
ASSETS                                  (unaudited)
Cash                                      $    2,143    $   1,996
Restricted cash and short-term               136,300      145,958
investments
Accrued interest and other receivables         2,566        3,014
Restricted investments                       122,783      122,341
Bond issue costs, net                         10,003       10,334
Development and construction costs           279,747      261,563
Deferred income tax                                              
                                               8,179        8,227
                                                                 
   Total assets                           $  561,721    $ 553,433
                                                                 
LIABILITIES AND STOCKHOLDERS' EQUITY                             
                                                                 
Liabilities:                                                     
Accounts payable and accrued expenses     $   89,115    $  82,635
Advances from an affiliate                     2,455          756
Notes and bonds payable                      371,500      371,500
                                                                 
 Total liabilities                           463,070      454,891
                                                                 
                                                                 
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                          (25,185)     (25,294)
Total stockholders' equity                    98,651       98,542
                                                                 
Total liabilities and stockholders' equity $ 561,721    $ 553,433
                                                                 

    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)
                    ________________________________
                                    
                                           From the Date of
                                               Inception
                      Three Months Ended (September 21, 1994)
                             March 31,            to
                           1999      1998    March 31, 1999
Revenues:                                    

Interest and other income $  3,302    5,084       70,725
                                                        
Total revenues               3,302    5,084       70,725
                                                        
Costs and expenses:                                     
Interest expense, net of                                
interest capitalized         2,809    5,966      100,497
Amortization of bond                                
issue costs                    331      294        3,587
                                                        
Total costs and expenses     3,140    6,260      104,084
                                                        
Net income (loss) before                                
income taxes                   162   (1,176)     (33,359)
                                                        
Benefit  from (provision                                
for) deferred income tax       (48)     263        8,179
                                                        
Net income (loss) to                                
common stockholders      $ (25,180)     114         (913)
                                                        
Net income (loss) per    
share                    $     .15 $  (1.19)   $  (35.39)
                                                        
Average number of common                                
shares outstanding         767,162  767,162      711,436

   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)
                  ________________________________
                                  


                                                       From the Date of
                                Three Months Ended         Inception
                                      March 31,      (September 21, 1994)
                                 1999        1998      to March 31, 1999
Cash   flows   from   operating                           
activities:
Net income (loss)             $   114     $  (913)        $   (25,180)
Adjustments to reconcile net                                      
  income (loss) to net cash
  provided by (used in)
  operating activities:
Provision for (benefit from)
  deferred income tax              48        (263)             (8,179)
Amortization of bond issue costs  331         294               3,587
Decrease (increase) in  accrued                                      
  interest and other receivables  448        (385)             (2,566)
Increase in accounts payable                                      
  and accrued expenses          9,322       9,749              17,972
Net  cash provided by (used in)                                      
operating activities           10,263       8,482             (14,366)
                                                                     
Cash flows from investing                                      
activities:
Additions to development and  
  construction costs         (18,184)    (32,680)            (279,747)
Decrease (increase)in restricted
  cash and short-term 
  investments                  9,658      28,175             (136,300)
Decrease (increase) in
  restricted investments        (442)      3,227             (122,783)
Increase (decrease) in accounts                                      
  payable and accrued expenses
  related to development and
  construction activities     (2,847)     (4,754)              71,138
Net cash used in investing                                      
  activities                 (11,815)     (6,032)            (467,692)
                                                                     
Cash flows from financing                                      
activities:
Increase (decrease) in advances                                      
  from an affiliate            1,699      (2,612)               2,455
Issuance of bonds payable          -           -              371,500
Proceeds from issuance of
  capital stock                    -           -                   29
Additional paid-in capital         -           -              123,807
Bond issue costs                   -           -              (13,590)
                                                                     
Net  cash provided by (used in)                                      
  financing activities         1,699      (2,612)             484,201
Net increase (decrease) in cash                                      
  and cash equivalents           147        (162)               2,143
Cash at beginning of period    1,996         547                    -
Cash at end of period        $ 2,143         385                2,143
Supplemental disclosure:                                             
Interest  paid (net  of  amount          
  capitalized)               $(6,512)    $(5,578)            $ 85,332
                                                                     

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

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

In  the  opinion  of  management  of CE  Casecnan  Water  and  Energy
Company,  Inc.  ("CE  Casecnan" or the "Company"),  the  accompanying
unaudited    financial    statements    contain    all    adjustments
(consisting   only  of  normal  recurring  accruals)   necessary   to
present  fairly  the  financial position as of  March  31,  1999  and
the  results  of  operations for the three  months  ended  March  31,
1999  and  1998  and the period from inception (September  21,  1994)
to  March  31,  1999,  and  cash flows for  the  three  months  ended
March  31,  1999  and  1998 and the period from inception  (September
21, 1994) to March 31, 1999.

The  results  of  operations for the three  months  ended  March  31,
1999  and  1998 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,  1998  audited
financial   statements   included  in   Form   10-K   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 2 to  the  financial  statements
included in that report.

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

Results of Operations:

The  Company  is  in the construction stage and has not  yet  started
commercial  operations.  Revenue  consists  of  interest  income   on
cash   received   from   bond  proceeds  and  equity   contributions.
Interest  income  decreased in the first quarter of  1999  to  $3,302
from   $5,084  in  the  same  period  in  1998.   This  decrease   is
primarily  due  to  lower cash balances due to the  use  of  existing
cash to support the ongoing construction activities.

Interest   expense  in  the  first  quarter  of  1999   was   $11,019
compared  to  $11,544  for  the  same period  in  1998.   Capitalized
interest  in  the  first  quarter  1999  increased  to  $8,210   from
$5,578   for   the  same  period  in  1998,  a  47%  increase.    The
increases  in  capitalized  interest result  from  higher  cumulative
development  and  construction costs.   Amortization  of  bond  issue
costs  for  the  three month period ended March 31,  1999  was  $331,
compared  to  $294  for the same periods in 1998.  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 1996.

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 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  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.
                                
             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  is being constructed  pursuant  to  a  fixed-
price,    date-certain,   turnkey   engineering,   procurement    and
construction   contract   to  complete  the   construction   of   the
Casecnan  Project  (the  "EPC Contract").  The  work  under  the  EPC
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").   Construction  of  the  Casecnan
Project is expected to be completed in 2000.

What  is  generally  known as the year 2000  ("Y2K")  computer  issue
arose   because   many  existing  computer  programs   and   embedded
systems   use  only  the  last  two  digits  to  refer  to  a   year.
Therefore,  those  computer  programs  do  not  properly  distinguish
between  a  year  that  begins with "20"  instead  of  "19".  If  not
corrected,   many  computer  applications  could   fail   or   create
erroneous  results.   The  failure to correct  a  material  Y2K  item
could  result  in  an  interruption in,  or  a  failure  of,  certain
normal    business   activities   or   operations    including    the
generation,   distribution   and   supply   of   electricity.    Such
failures   could  materially  and  adversely  affect  the   Company's
results of operations, liquidity and financial condition.

The  Y2K  issue  creates uncertainty for the Company  from  potential
issues  with  its  own computer systems and from third  parties  with
whom  the  Company  deals  on transactions worldwide.  The  Company's
operations   utilize  systems  and  equipment   provided   by   other
organizations.   As   a   result,  Y2K  readiness   of   contractors,
suppliers,  vendors,  service providers  or  customers  could  impact
the  Company's  operations. The Company is  assessing  the  readiness
of  such  constituent  entities and the  impacts  on  those  entities
that  rely  upon  the Company's services. The Company  is  unable  to
determine  at  this  time whether the consequences  of  Y2K  failures
of  third  parties  will  have a material  impact  on  the  Company's
results of operations, liquidity, or financial condition.

The  Company  has  commenced, for all of its information  systems,  a
Y2K   date   conversion  project  to  address  all   necessary   code
changes,  testing  and implementation in order  to  resolve  the  Y2K
issue.   The  Company  created  a  worldwide  Y2K  project  team   to
identify,  assess  and  correct  all of  its  information  technology
(IT)  and  non-IT  systems,  as well as, identify  and  assess  third
party    systems.   The   Company   has   identified   and   assessed
substantially  all  of  its IT and non-IT systems  and  is  currently
in  the  process  of repairing or replacing those  systems  which  it
believes  are  not year 2000 compliant.  As the Casecnan  Project  is
expected  to  be  in construction through the second quarter  of  the
year  2000,  the  Y2K  problem in regard  to  Casecnan's  operational
assets  can  not  be  tested  by the Company  until  construction  is
complete.   This  compliance  is  the obligation  of  the  contractor
until completion of construction.


           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):

Total  Y2K  expenditures,  for  both  repairing  or  replacing   non-
compliant  systems, are expected to be immaterial.   The  Company  is
not  aware  of  any additional material costs needed to  be  incurred
to  bring  all of its systems into compliance; however, there  is  no
assurance that additional costs will not be incurred.

A contingency plan identifying credible worst-case scenarios is being
developed.  The contingency plan is comprised of both mitigation and 
recovery aspects.  Mitigation entails planning to reduce the impact of 
unresolved year 2000 problems, and recovery entails palnning to restore
services in the event that year 2000 problems occur.  It is expected
that the contingency plan will be complete by mid-year 1999.

Although   management  believes  that  the  Y2K   project   will   be
substantially  complete  before  January  1,  2000,  any   unforeseen
failures  of  the  Company's and/or third parties'  computer  systems
could  have  a  material impact on the Company's ability  to  conduct
its  business.  

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 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.


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:

     Exhibit 27 - Financial Data Schedule

  (b)  Reports on Form 8-K:

     Not applicable.

SIGNATURES


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



                      CE CASECNAN WATER AND ENERGY COMPANY, INC.


Date: May 12, 1999        /s/  Patrick J. Goodman
                            Patrick J. Goodman
                            Senior Vice President & Chief Financial Officer