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, 2002

                           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 May
13, 2002.




<PAGE>


                   CE CASECNAN WATER AND ENERGY COMPANY, INC.

                                    Form 10-Q

                                 March 31, 2002
                                  _____________

                                 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, 2002 and December 31, 2001                      4

Statements of Income for the Three Months Ended
March 31, 2002 and 2001                                                   5

Statements of Cash Flows for the Three Months Ended
March 31, 2002 and 2001                                                   6

Notes to Financial Statements                                             7

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                       12

PART II:  OTHER INFORMATION

Item 1.  Legal Proceedings                                               17
Item 2.  Changes in Securities                                           17
Item 3.  Defaults on Senior Securities                                   17
Item 4.  Submission of Matters to a Vote of Security Holders             17
Item 5.  Other Information                                               17
Item 6.  Exhibits and Reports on Form 8-K                                17

Signatures                                                               18




<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 sheets of CE Casecnan Water and
Energy Company,  Inc. as of March 31, 2002 and the related  statements of income
and cash  flows for the  three  months  ended  March  31,  2002 and 2001.  These
financial statements are the responsibility of the Company's management.

     We conducted our review in accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial   information  consists  principally  of  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 conducted in accordance with generally  accepted auditing  standards,  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 accompanying  interim financial  statements for them to be
in conformity with accounting principles generally accepted in the United States
of America.

     We previously  audited in  accordance  with  auditing  standards  generally
accepted in the United  State of America,  the balance  sheet as of December 31,
2001, and the related statements of income,  changes in stockholders' equity and
of cash flows for the year then ended (not presented herein),  and in our report
dated February 26, 2002, we expressed an unqualified  opinion on those financial
statements.  In our  opinion,  the  information  set  forth in the  accompanying
balance  sheet  information  as of December  31, 2001,  is fairly  stated in all
material  aspects  in  relation  to the  balance  sheet  from  which it has been
derived.

JOAQUIN CUNANAN & CO.



Makati City, Philippines
May 13, 2002

<PAGE>

                   CE CASECNAN WATER AND ENERGY COMPANY, INC.

                                 BALANCE SHEETS
             (Amounts in thousands U.S. Dollars, except share data)

================================================================================
                                                         March 31,  December 31,
                                                           2002        2001
                                                        (Unaudited)  (Audited)
--------------------------------------------------------------------------------

                                     ASSETS

Current assets:
     Cash                                                $  1,788     $  1,078
     Trade receivable, net (Note 2)                        23,008        8,012
     Accrued interest and other receivable                     27           19
      Restricted cash                                       7,832           --
     Prepaid expenses and other current assets              2,877        1,894
-------------------------------------------------------------------------------
         Total current assets                              35,532       11,003
Restricted cash and investments                             6,150        5,978
Bond issue costs, net                                       6,338        6,712
Property, plant and equipment, net                        479,654      486,486
Deferred income tax                                         5,371        5,371
-------------------------------------------------------------------------------
                                                         $533,045     $515,550
===============================================================================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued expenses               $  8,387     $  5,176
     Accrued interest                                      13,216        5,014
     Payable to affiliates (Note 3)                        33,914       34,507
     Current portion of long-term debt (Note 4)            35,200       35,200
-------------------------------------------------------------------------------
         Total current liabilities                         90,717       79,897
-------------------------------------------------------------------------------
Notes payable (Note 3)                                     40,763       40,763
-------------------------------------------------------------------------------
Long-term debt, net of current portion                    287,925      287,925
-------------------------------------------------------------------------------
Commitments and contingencies (Note 5)
-------------------------------------------------------------------------------
Stockholders' equity
     Capital stock
         Authorized - 2,148,000 shares at one Philippine
                      peso ($0.038) par value per share
         Issued and outstanding - 767,162 shares               29           29
     Additional paid-in capital                           123,807      123,807
     Accumulated deficit                                  (10,196)     (16,871)
-------------------------------------------------------------------------------
                                                          113,640      106,965
-------------------------------------------------------------------------------
                                                         $533,045     $515,550
===============================================================================

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



<PAGE>

                   CE CASECNAN WATER AND ENERGY COMPANY, INC.

                              STATEMENTS OF INCOME
             (Amounts in thousands U.S. Dollars, except share data)
                                   (Unaudited)

===============================================================================
                                                        Three Months Ended
                                                              March 31
                                                 ------------------------------
                                                        2002            2001
-------------------------------------------------------------------------------
  Revenues
     Delivery of water                             $  18,488        $     --
     Sale of electricity                               9,094              --
-------------------------------------------------------------------------------
                                                      27,582              --
-------------------------------------------------------------------------------
  Operating expenses
     Depreciation                                      6,140              --
     Plant operations                                  1,737             216
     Doubtful accounts expense                         2,260              --
-------------------------------------------------------------------------------
                                                      10,137             216
-------------------------------------------------------------------------------
  Operating income (loss)                             17,445            (216)
-------------------------------------------------------------------------------
  Other income (expenses)
     Interest income                                      34             738
     Interest expense                                (10,797)        (11,428)
     Capitalized interest                                 --          11,428
     Other expense                                        (7)             --
-------------------------------------------------------------------------------
                                                     (10,770)            738
-------------------------------------------------------------------------------
  Income before provision for income tax               6,675             522
  Provision for deferred income tax                       --            (117)
-------------------------------------------------------------------------------
  Net income                                       $   6,675       $     405
===============================================================================

  Net income per share                                $8.70           $0.53
===============================================================================
===============================================================================

  Average number of common shares outstanding        767,162         767,162
===============================================================================


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




<PAGE>

                   CE CASECNAN WATER AND ENERGY COMPANY, INC.

                            STATEMENTS OF CASH FLOWS
                       (Amounts in thousands U.S. Dollars)
                                   (Unaudited)

================================================================================
                                                             Three Months Ended
                                                                  March 31
                                                            --------------------
                                                                2002     2001
--------------------------------------------------------------------------------
Cash flows from operating activities
   Net income                                                $  6,675  $    405
   Adjustments to reconcile net income to net cash
      provided by operating activities:
       Depreciation                                             6,140        --
       Amortization of bond issue costs                           374       401
       Provision for deferred income tax                           --       117
   Changes in current assets and current liabilities:
       Increase in trade receivable                           (14,996)       --
       Decrease (increase) in accrued interest and
         other receivable                                          (8)      302
       Decrease in prepaid expenses and other current assets      342        --
       Increase in accounts payable and accrued expenses        3,211     1,070
       Increase (decrease) in accrued interest                  8,202      (499)
--------------------------------------------------------------------------------
   Net cash provided by operating activities                    9,940     1,796
--------------------------------------------------------------------------------
Cash flows from investing activities
   Additions to development and construction costs               (633)  (17,394)
   Increase (decrease) in restricted cash and investments      (8,004)    4,095
   Increase in accounts payable and accrued expenses
      related to development and construction costs                --     9,415
--------------------------------------------------------------------------------
   Net cash used in investing activities                       (8,637)   (3,884)
--------------------------------------------------------------------------------
Cash flows from financing activities
   Increase (decrease) in payable to affiliates                  (593)    2,121
--------------------------------------------------------------------------------
Net increase in cash                                              710        33
   Cash at beginning of period                                  1,078       703
--------------------------------------------------------------------------------
   Cash at end of period                                     $  1,788  $    736
================================================================================
Supplemental disclosure of cash flow information
   Interest paid during the period
     (net of amount capitalized)                             $  1,834  $ (9,950)
================================================================================

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


<PAGE>

CE CASECNAN WATER AND ENERGY COMPANY, INC.

NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2002


Note 1 - General

     In the opinion of the 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, 2002 and  December 31, 2001 and the results of its  operations  and
its cash flows for the three months ended March 31, 2002 and 2001.

     The results of  operations  for the three  months  ended March 31, 2002 and
2001 are not  necessarily  indicative of the results to be expected for the full
year.

     The Casecnan Project commenced commercial  operations on December 11, 2001.
Pursuant  to  the  share  ownership  adjustment  mechanism  in  the  Shareholder
Agreement,  which is based upon pro-forma financial  projections of the Casecnan
Project at commencement of commercial  operations,  MidAmerican  Energy Holdings
Company (MidAmerican),  through its wholly owned indirect subsidiary CE Casecnan
Ltd.,  has  advised  the  minority  shareholders  that  MidAmerican's  ownership
interest  in the  Company  will  increase to 100%.  An initial  shareholder  has
indicated its disagreement with the ownership  adjustment and its right to up to
a 15% ownership  interest and has requested certain  information with respect to
the project's economics which form the basis of such adjustment.

     The Company's  operations have been in one reportable segment, the domestic
water and electricity generation industry.

Note 2 - Trade receivable

     Trade  receivable  pertains to a receivable  from the  Philippine  National
Irrigation  Administration  (NIA) for water delivered to NIA and the electricity
generated  and  delivered  by the  Company  to  the  Philippine  National  Power
Corporation (NPC) on behalf of NIA.


<PAGE>
Trade receivable as of March 31, 2002 and December 31, 2001 consists of
(in thousands):

==============================================================================
                                              March 31,       December 31,
                                                2002              2001
------------------------------------------------------------------------------
Water delivery fee                            $19,080           $4,474
Guaranteed energy delivery fee                  6,709            2,059
Excess energy delivery fee                         --            2,000
------------------------------------------------------------------------------
                                               25,789            8,533
Less - allowance for doubtful accounts          2,781              521
------------------------------------------------------------------------------
                                              $23,008           $8,012
==============================================================================

     NIA has paid all  amounts  invoiced  and due for water and energy  delivery
fees under the Project  Agreement as of March 31, 2002, but has not paid the tax
reimbursement  portion of the invoices.  The tax reimbursement  amount could add
approximately  30% to each invoice  payment.  This amount was not assumed in any
revenue  calculations  at the time the Securities  were issued and  accordingly,
failure to receive  these  amounts  should not  adversely  impact the  Company's
ability to make  regularly  scheduled  principal  and  interest  payments on the
Securities.  The Company is in discussions with NIA and  representatives  of the
Philippine Government regarding the tax reimbursement amounts.

Note 3 - Related party transactions

     In the normal course of business, the Company transacts with its affiliates
in the form of advances for  construction  related and operating  expenses.  The
payable to affiliates  was $33.9 million and $34.5 million at March 31, 2002 and
December 31, 2001, respectively.

     The Company has $40.8 million of unsecured subordinated notes payable to CE
Casecnan Ltd. due November 15, 2005. The unsecured  notes bear interest at LIBOR
plus two (2%) percent which is payable every May 15 and November 15. Any overdue
amounts of principal or interest  payable on the notes shall increase the annual
interest  by two (2%)  percent.  The notes may be  prepaid  at any time  without
premium or penalty but with accrued interest, if any. The unsecured subordinated
notes and any and all payments, whether of principal,  interest or otherwise are
subject  in all  respects  to the  terms of the  Subordination  Agreement  dated
November  15,  2001  between CE  Casecnan  Ltd.  and the Company in favor of the
Trustee,  the Collateral  Agent, the  co-collateral  agent, the Depositary,  any
party that  becomes a Permitted  Counterparty  under an  Interest  Rate/Currency
Protection  Agreement,  any party that becomes a working capital  facility agent
and any  other  Person  that  becomes a secured  party  under the  Intercreditor
Agreement.


<PAGE>
Note 4 - Current portion of long-term debt

     Floating  Rate  Notes  (FRNs) of $13.5  million  and Series B Bonds of $4.3
million will become due and payable on May 15, 2002 and additional $13.1 million
FRNs and $4.3  million  Series B Bonds will be due and payable on  November  15,
2002.

Note 5 - Commitments and contingencies

Replacement contract

     On May 7, 1997,  the Company  entered  into a  fixed-price,  date  certain,
turnkey  engineering,  procurement  and  construction  contract to complete  the
construction of the Casecnan Project (Replacement Contract).  The work under the
Replacement  Contract was 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).

     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 lenders' independent engineer under the
Trust  Indenture.  In January 2001, the Company  received a new working schedule
from the Contractor  that showed a completion date of August 31, 2001. The delay
in completion was  attributable  in part to the collapse in December 2000 of the
Casecnan  Project's  partially  completed  vertical  surge shaft and the need to
drill a replacement surge shaft.

     Upon the receipt of the working  schedule,  the Company sought and obtained
from the  lender's  independent  engineer  approval  for a revised  construction
schedule under the Trust 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 (Shareholder Support Letter). The ultimate
parent company has fully satisfied its obligations under the Shareholder Support
Letter.

     The  receipt of the new  working  schedule  did not  change the  Guaranteed
Substantial  Completion Date under the Replacement Contract,  and the Contractor
was still  contractually  obligated  either to complete the Project by March 31,
2001 or to pay liquidated  damages for the delay in completion.  As of March 31,
2002, the Company has received  approximately $6.0 million of liquidated damages
from demands made on the demand  guarantees  posted by  Commerzbank on behalf of
the Contractor.  Although the outcome of the arbitration,  as with any litigious
proceeding,  is  difficult to assess,  the Company  believes it will prevail and
receive additional liquidated damages in the arbitration.

     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

<PAGE>

from various alleged force majeure  events.  In its March 20, 2001 Supplement to
Request for  Arbitration,  the Contractor  also seeks  compensation  for alleged
additional  costs of approximately $4 million 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  supplement  seeking an  additional
compensation  for damages of  approximately  $62  million for the alleged  force
majeure  event (and  geologic  conditions)  related to the collapse of the surge
shaft. The Contractor has alleged that the circumstances surrounding the placing
of the Casecnan Project into commercial  operation on December 11, 2001 amounted
to a  rescission  of  the  Replacement  Contract  and  has  filed  a  claim  for
unspecified quantum meruit damages. CE Casecnan believes all of such allegations
and claims are  without  merit and is  vigorously  contesting  the  Contractor's
claims. The arbitration is being conducted applying New York law and pursuant to
the rules of the International Chamber of Commerce.

     On June 25, 2001, the arbitration tribunal temporarily enjoined CE Casecnan
from making calls on the demand  guaranty  posted by Banca di Roma in support of
the  Contractor's  obligations  to CE  Casecnan  for delay  liquidated  damages.
Hearings  on the force  majeure  claims  were held in London  from July 2 to 14,
2001, and hearings on the Contractor's  April 20, 2001 supplement from September
24 to October 3, 2001. Further hearings were held from January 21 to February 1,
2002 and additional hearings were held from March 14 to 19, 2002.

Project transmission line

     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.
The  Project  transmission  line was  completed  on August 13,  2001 and NIA has
completed  the  installation  and testing of the Project's  metering  equipment.
Accordingly,  the Company has accrued $1.6 million for liquidated  damages as of
March 31, 2002,  payable to NIA for 120 days of delay and this was shown as part
of accounts payable and accrued expenses in the balance sheets.

Concentration of risk

     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.  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.


<PAGE>
Regulatory environment

     The Philippine  Congress has passed the Electric Power Industry  Reform Act
of 2001 which is aimed at restructuring the power industry, privatization of the
NPC and  introduction of a competitive  electricity  market,  among others.  The
passage of the bill 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 6 - Other footnote information

     Reference is made to the  Company's  December  31, 2001  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 are presented in Note 2 to the  financial  statements  included in the
report.


<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 Casecnan Project commenced commercial operations on December 11, 2001.

     The  revenue of $27,582 for the  quarter  ended March 31, 2002  consists of
revenue for the  delivery of water and  generation  and  delivery of  electrical
energy. Revenue from delivery of water and generation and delivery of electrical
energy are 67% and 33%, respectively, of the total revenue. Revenue from sale of
electrical  energy  consists  only  of  guaranteed  energy  delivery  fees.  The
prevailing dry season resulted in zero excess energy deliveries.

     Depreciation expense of $6,140 was charged in the first quarter of 2002.

     Plant  operations  of $1,737 and $216 were incurred in the first quarter of
2002 and 2001, respectively. The increase in 2002 resulted from the commencement
of commercial operations of the Casecnan Project on December 11, 2001.

     Doubtful  accounts  expense of $2,260 in the first quarter of 2002 is based
on the Company's assessment of the collectibility of customer accounts.

     Interest  income  consists  of income on cash and  restricted  investments.
Interest  income  decreased in the first quarter of 2002 to $34 from $738 in the
same period in 2001, a 95.4%  decrease.  This decrease is primarily due to lower
cash balances.

     Interest expense inclusive of bond issue costs in the first quarter of 2002
was $10,797  compared to $11,428 for the same period in 2001,  a 5.5%  decrease.
The decrease in interest expense resulted from reduced indebtedness.

Critical Accounting Policies

     The  preparation  of  financial   statements  and  related  disclosures  in
conformity with accounting principles generally accepted in the United States of
America  requires  management to make judgments,  assumptions and estimates that
affect the amounts reported in the financial  statements and accompanying notes.
Notes  2 to the  financial  statements  included  in the  report  on  Form  10-K
<PAGE>

describes  the  significant   accounting   policies  and  methods  used  in  the
preparation of the financial statements. Estimates are used for, but not limited
to, the  accounting  for the allowance for doubtful  accounts and  impairment of
long-lived  assets.  Actual  results  could  differ  from these  estimates.  The
following critical accounting policies are impacted  significantly by judgments,
assumptions and estimates used in the preparation of the financial statements.

Allowance for Doubtful Accounts

     The allowance for doubtful accounts is based on the Company's assessment of
the collectibility of specific customer accounts.

Impairment of long-lived assets

     Impairment of long-lived  assets are reviewed whenever events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  An impairment  loss would be recognized  whenever  evidence exists
that the carrying value is not recoverable.

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  (Securities),  pursuant  to an
indenture (Trust Indenture) dated November 27, 1995, as amended to date.

     The  Securities  are  senior  debt of the  Company  and are  secured  by an
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 interests of the Company.  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 Trust Indenture.  The Securities  contain customary
events of default and restrictive covenants.

<PAGE>
Replacement contract

     On May 7, 1997,  the Company  entered  into a  fixed-price,  date  certain,
turnkey  engineering,  procurement  and  construction  contract to complete  the
construction of the Casecnan Project (Replacement Contract).  The work under the
Replacement  Contract was 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).

     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 lenders' independent engineer under the
Trust  Indenture.  In January 2001, the Company  received a new working schedule
from the Contractor  that showed a completion date of August 31, 2001. The delay
in completion was  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.

     Upon the receipt of the working  schedule,  the Company sought and obtained
from the  lender's  independent  engineer  approval  for a revised  construction
schedule under the Trust 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 (Shareholder  Support Letter). The ultimate parent
company  has fully  satisfied  its  obligations  under the  Shareholder  Support
Letter.

     The  receipt of the new  working  schedule  did not  change the  Guaranteed
Substantial  Completion Date under the Replacement Contract,  and the Contractor
was still  contractually  obligated  either to complete the Project by March 31,
2001 or to pay liquidated  damages for the delay in completion.  As of March 31,
2002, the Company has received  approximately  $6,000 of liquidated damages from
demands made on the demand  guarantees  posted by  Commerzbank  on behalf of the
Contractor.  Although  the  outcome of the  arbitration,  as with any  litigious
proceeding,  is  difficult to assess,  the Company  believes it will prevail and
receive additional liquidated damages in the arbitration.

     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.  In its March 20, 2001 Supplement to
Request for  Arbitration,  the Contractor  also seeks  compensation  for alleged
additional  costs of  approximately  $4,000 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  supplement  seeking an  additional

<PAGE>

compensation for damages of approximately  $62,000 for the alleged force majeure
event (and geologic  conditions) related to the collapse of the surge shaft. The
Contractor  has alleged that the  circumstances  surrounding  the placing of the
Casecnan  Project into  commercial  operation on December 11, 2001 amounted to a
rescission  of the  Replacement  Contract and has filed a claim for  unspecified
quantum meruit damages.  CE Casecnan believes all of such allegations and claims
are without merit and is vigorously  contesting  the  Contractor's  claims.  The
arbitration is being  conducted  applying New York law and pursuant to the rules
of the International Chamber of Commerce.

     On June 25, 2001, the arbitration tribunal temporarily enjoined CE Casecnan
from making calls on the demand  guaranty  posted by Banca di Roma in support of
the  Contractor's  obligations  to CE  Casecnan  for delay  liquidated  damages.
Hearings  on the force  majeure  claims  were held in London  from July 2 to 14,
2001, and hearings on the Contractor's  April 20, 2001 supplement from September
24 to October 3, 2001. Further hearings were held from January 21 to February 1,
2002 and additional hearings were held from March 14 to 19, 2002.

Project transmission line

     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. The
Project transmission line was completed on August 13, 2001 and NIA has completed
the installation and testing of the Project's metering  equipment.  Accordingly,
the Company  has accrued  $1,620 for  liquidated  damages as of March 31,  2002,
payable  to NIA for 120 days of delay  and  this was  shown as part of  accounts
payable and accrued expenses in the balance sheets.

Concentration of risk

     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.  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.

<PAGE>
Safe Harbor Statement Under the Private Securities Litigation Reform Act

     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.



<PAGE>
CE CASECNAN WATER AND ENERGY COMPANY, INC.



PART II - OTHER INFORMATION


Item 1 - Legal Proceedings.

     See Note 5 to the financial statements.

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:

         None.

<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 15, 2002             /s/  Patrick J. Goodman
                               Patrick J. Goodman
                               Senior Vice President & Chief Financial Officer