SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON D.C.  20549
                     ______________________
                                
                            FORM 10-Q
                                
       Quarterly Report Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934
                                
                 For the quarterly period ended
                                
                       SEPTEMBER 30, 1998
                                
                   COMMISSION FILE NO. 333-608
                                
           CE CASECNAN WATER AND ENERGY COMPANY, INC.
     (Exact name of registrant as specified in its charter)

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

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

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

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

               Yes    X                 No

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

767,162 shares of Common Stock, $0.038 par value were outstanding
as of September 30, 1998.
<PAGE>
           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
                            Form 10-Q
                                
                       September 30, 1998
                          _____________
                                
                         C O N T E N T S
                                
PART I:  FINANCIAL INFORMATION                                            Page

Item 1.   Financial Statements

Report of Independent Public Accountants                                    3

Balance Sheets, September 30, 1998 and December 31, 1997                    4

Statements of Operations for the Three Months and Nine Months
 Ended September 30, 1998 and 1997 and for the period from inception
 (September 21, 1994) to September 30,1998                                  5

Statements of Cash Flows for the Nine Months Ended September  30,
 1998 and 1997 and for the period from inception (September 21, 1994)  
 to September 30, 1998                                                      6

Notes to Financial Statements                                               7

Item   2.  Management's  Discussion  and  Analysis  of  Financial
           Condition and Results of Operations                              9

PART II:  OTHER INFORMATION

Item 1. Legal Proceedings                                                   12
Item 2. Changes in Securities                                               12
Item 3. Defaults on Senior Securities                                       12
Item 4. Submission of Matters to a Vote of Security Holders                 12
Item 5. Other Information                                                   12
Item 6. Exhibits and Reports on Form 8-K                                    12

Signatures                                                                  13

Exhibit 27                                                                  14
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We  have  reviewed the accompanying balance sheet of CE  Casecnan
Water  and  Energy  Company, Inc. (a company in  the  development
stage)  as  of September 30, 1998, and the related statements  of
operations  for the three months and nine months ended  September
30,  1998  and 1997 and the period from inception (September  21,
1994)  to September 30, 1998, and cash flows for the nine  months
ended  September 30, 1998 and 1997 and the period from  inception
(September  21,  1994)  to  September  30,  1998.  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,  1997,
and  the  related  statements of operations for  the  year  ended
December  31, 1997, and for the period from inception  (September
21,  1994) to December 31, 1997, changes in stockholders'  equity
for  the  period from date of inception (September 21,  1994)  to
December 31, 1997 and cash flows for the year ended December  31,
1997,  and for the period from inception (September 21, 1994)  to
December 31, 1997 (not presented separately herein) and,  in  our
report  dated  January  23,  1998, we  expressed  an  unqualified
opinion on those financial statements.


SYCIP, GORRES, VELAYO & CO.



Makati City, Philippines
November 12, 1998
<PAGE>
           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
                         BALANCE SHEETS
        (in thousands, except share and per share amounts)
                ________________________________
                                                     
                                         September      December
                                          30, 1998      31, 1997
ASSETS                                  (unaudited)
Cash                                      $    2,123    $     547
Restricted cash and short-term               179,969      183,607
investments
Accrued interest and other receivables         3,037        2,962
Restricted investments                       122,089      126,684
Bond issue costs, net                         10,629       11,513
Development and construction costs           233,514      158,266
Deferred income tax                                              
                                               8,445        8,333
                                                                 
Total assets                              $  559,806    $ 491,912
                                                                 
LIABILITIES AND STOCKHOLDERS' EQUITY                             
                                                                 
Liabilities:                                                     
Accounts payable and accrued expenses     $   90,243    $  19,192
Advances from an affiliate                       247        3,059
Notes and bonds payable                      371,500      371,500
                                                                 
 Total liabilities                           461,990      393,751
                                                                 
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                          (26,020)     (25,675)
Total stockholders' equity                    97,816       98,161
                                                                 
Total liabilities and stockholders'equity  $ 559,806    $ 491,912
                                                                 

    The accompanying notes are an integral part of these financial statements.
<PAGE>
                CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                    
                   UNAUDITED STATEMENTS OF OPERATIONS
           (in thousands, except share and per share amounts)
                    ________________________________
                                                               From Inception
                         Three Months Ended  Nine Months Ended (Sept. 21, 1994)
                            September 30,       September 30,     to Sept. 30,
                            1998      1997      1998      1997        1998
Revenues:                                                       

Interest and other income $ 5,159  $  3,893   $ 15,203   $ 14,311  $ 63,094
                                                                          
Total revenues              5,159     3,893     15,203     14,311    63,094
                                                                          
Costs and expenses:                                                       
Interest expense, net of                                                  
interest capitalized        3,844     7,630     14,776     26,515    94,598
Amortization of bond                                                  
issue costs                   295       263        884        790     2,961
                                                                          
Total costs and expenses    4,139     7,893     15,660     27,305    97,559
                                                                          
Income (loss) before                                                  
income taxes                1,020    (4,000)      (457)   (12,994)  (34,465)
                                                                          
Deferred income tax                                                  
benefit (expense)            (219)      984        112      3,187     8,445
                                                                          
Net income (loss) to                                                  
common stockholders       $   801   $(3,016)    $ (345)   $(9,807) $(26,020) 
                                                     
Net income (loss) per  
share                     $  1.04   $ (3.93)    $(0.45)   $(12.78) $ (36.93)
                                                                          
Average number of common                                                  
shares outstanding        767,162   767,162    767,162    767,192   704,537

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

                                      Nine Months Ended    From Inception
                                        September 30,   (September 21, 1994)
                                       1998        1997   to Sept. 30, 1998
Cash   flows   from   operating                           
activities:
Net loss                            $  (345)    $(9,807)   $(26,020)
Adjustments  to  reconcile  net                                     
 loss to net cash provided   
 by (used in) operating activities:
Deferred income tax benefit            (112)     (3,187)     (8,445)
Amortization of bond issue costs        884         790       2,961
Increase in accrued interest and
 and other receivables                  (75)     (1,324)     (3,037)
Increase in accounts payable                                     
 and accrued expenses                 9,439       9,893      15,894
Net cash provided by (used in)                                     
 operating activities                 9,791      (3,635)    (18,647)
                                                                    
Cash flows from investing activities:
Additions to construction in
 progress                           (75,248)    (76,011)   (233,514)
Decrease (increase) in restricted                                     
 cash and short-term investments      3,638      85,690    (179,969)
Decrease (increase) in restricted
 investments                          4,595      (8,214)   (122,089)
Increase in accounts payable and
 accrued expenses related to development
 and construction activities         61,612         618      74,349
Net cash provided by (used in)                                     
 investing activities                (5,403)      2,083    (461,223)
                                                                    
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                          -           -     (13,590)
Increase (decrease) in advances                                     
 from an affiliate                   (2,812)      1,650         247
Net cash provided by (used in)                                     
 financing activities                (2,812)      1,650     481,993
Net increase in cash                  1,576          98       2,123
Cash at beginning of period             547          32           -
Cash at end of period               $ 2,123      $  130    $  2,123
Supplemental disclosure:                                            
Interest paid (net of amount
 capitalized)                       $(1,118)    $10,483    $ 78,704
                                                                    

   The accompanying notes are an integral part of these financial
                             statements.
<PAGE>
           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
                  NOTES TO FINANCIAL STATEMENTS
            (in thousands, except per share amounts)
                ________________________________
                                
                                
1.   General:

In  the  opinion  of  management  of CE  Casecnan  Water  and  Energy
Company,  Inc.  ("CE  Casecnan" or the "Company"),  the  accompanying
unaudited    financial    statements    contain    all    adjustments
(consisting   only  of  normal  recurring  accruals)   necessary   to
present  fairly  the  financial position as  of  September  30,  1998
and  the  results of operations for the three and nine  months  ended
September   30,   1998  and  1997  and  the  period  from   inception
(September  21,  1994)  to September 30, 1998,  and  cash  flows  for
the  nine  months ended September 30, 1998 and 1997  and  the  period
from inception (September 21, 1994) to September 30, 1998.

The  results  of  operations  for the three  and  nine  months  ended
September  30,  1998 and 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,  1997  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 3 to  the  financial  statements
included in that report.

3.   Commitments and Contingencies

The  Casecnan  Project  was being constructed pursuant  to  a  fixed-
price,   date-certain,  turnkey  construction  contract  (the  "Hanbo
Contract")  on  a  joint  and  several  basis  by  Hanbo  Corporation
("Hanbo")   and   Hanbo  Engineering  and  Construction   Co.,   Ltd.
("HECC"),  both of which are South Korean corporations.   As  of  May
7,   1997,  CE  Casecnan  terminated  the  Hanbo  Contract   due   to
defaults  by  Hanbo and HECC including the insolvency  of  each  such
company.   On  May  7, 1997, CE Casecnan entered into  a  new  fixed-
price,    date-certain,   turnkey   engineering,   procurement    and
construction   contract   to  complete  the   construction   of   the
Casecnan  Project (the Replacement Contract").  The  work  under  the
Replacement   Contract   is   being   conducted   by   a   consortium
consisting  of  Cooperativa Muratori Cementisti CMC  di  Ravenna  and
Impresa  Pizzarotti  & C. Spa,  working together with  Siemens  A.G.,
Sulzer  Hydro  Ltd.,  Black  & Veatch and Colenco  Power  Engineering
Ltd. (collectively, the "Replacement Contractor").

In  connection  with  the  Hanbo  Contract  termination  CE  Casecnan
tendered  four  certificates of drawing to Korea First  Bank  ("KFB")
under  the  irrevocable standby letter of credit  issued  by  KFB  as
security  under  the  Hanbo Contract to pay  for  certain  transition
costs   and   other  then  ascertainable  damages  under  the   Hanbo
Contract.   As  a  result  of KFB's wrongful  dishonor  of  the  draw
request,  CE  Casecnan  filed  an action  against  KFB  in  New  York
State Court.

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

Commitments and Contingencies (continued)

On   September  2,  1997,  Hanbo  and  HECC  filed  a   Request   for
Arbitration  before  the International Chamber of  Commerce  ("ICC").
The  Request  for Arbitration asserted various claims  by  Hanbo  and
HECC   against   CE   Casecnan  relating  to  the  terminated   Hanbo
Contract  and  sought  damages.   On October  10,  1997  CE  Casecnan
served  its  answer  and  defenses in response  to  the  Request  for
Arbitration  as  well as counterclaims against  Hanbo  and  HECC  for
breaches of the Hanbo Contract.

On  April  17,  1998, CE Casecnan announced that it and Hanbo,  HECC,
Hanbo  Steel  Company,  Ltd. and KFB mutually agreed  to  settle  the
differences  among  them  related to  the  Casecnan  Project.   Under
the  settlement,  KFB  agreed  to pay CE  Casecnan  $90,000  and  the
parties  discontinued  with  prejudice the  pending  arbitration  and
litigation  proceedings  and  released each  other  from  all  claims
arising  out  of  the  litigation  and  arbitration.   In  accordance
with  the  terms  of  such settlement, CE Casecnan  received  $10,000
from  KFB  on  April  17, 1998 and the remaining  $80,000,  including
interest  thereon,  on  July 3, 1998.   The receipt  of  the  $90,000
was  originally  included in accounts payable  and  accrued  expenses
and  is  being  released  periodically to offset  costs  which  were,
and  will  be,  incurred  over  the  remainder  of  the  construction
period.
<PAGE>
           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            (in thousands, except per share amounts)
                ________________________________

Results of Operations:

The  Company  is  in the construction stage and has not  yet  started
commercial  operations.  Revenue  consists  of  interest  income   on
cash   received   from   bond  proceeds  and  equity   contributions.
Interest  income  increased in the third quarter of  1998  to  $5,159
from  $3,893  in  the same period in 1997, a 33% increase.   For  the
nine  months  ended  September 30, 1998,  interest  income  increased
to  $15,203  from  $14,311,  a  6%  increase.   These  increases  are
primarily  due  to  higher cash balances due to the  receipt  of  the
Hanbo   settlement   proceeds,  which  were   partially   offset   by
construction draws.

Interest   expense  in  the  third  quarter  of  1998   was   $10,962
compared  to  $11,509  for the same period in  1997.   For  the  nine
months  ended  September  30,  1998 and 1997,  interest  expense  was
$34,005  and  $34,420,  respectively.  Capitalized  interest  in  the
third  quarter  1998  increased to $7,118 from $3,879  for  the  same
period  in  1997,  a  84%  increase.   For  the  nine  months   ended
September  30,  1998,  capitalized  interest  increased  to   $19,229
from  $7,905  for  the  same period in 1997, a  143%  increase.   The
increases  in  capitalized  interest result  from  higher  cumulative
development  and  construction costs.   Amortization  of  bond  issue
costs  for  the  three  and nine month periods  ended  September  30,
1998  was  $295  and $884, respectively, compared to  $263  and  $790
for   the  same  periods  in  1997.   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.
<PAGE>
           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            (in thousands, except per share amounts)
                ________________________________

Liquidity and Capital Resources (continued):

The  Casecnan  Project  was being constructed pursuant  to  a  fixed-
price,   date-certain,  turnkey  construction  contract  (the  "Hanbo
Contract")  on  a  joint  and  several  basis  by  Hanbo  Corporation
("Hanbo")   and   Hanbo  Engineering  and  Construction   Co.,   Ltd.
("HECC"),  both of which are South Korean corporations.   As  of  May
7,   1997,  CE  Casecnan  terminated  the  Hanbo  Contract   due   to
defaults  by  Hanbo and HECC including the insolvency  of  each  such
company.   On  May  7, 1997, CE Casecnan entered into  a  new  fixed-
price,    date-certain,   turnkey   engineering,   procurement    and
construction   contract   to  complete  the   construction   of   the
Casecnan  Project  (the  "Replacement  Contract").   The  work  under
the   Replacement  Contract  is  being  conducted  by  a   consortium
consisting  of  Cooperativa Muratori Cementisti CMC  di  Ravenna  and
Impresa  Pizzarotti  &  C. Spa working together  with  Siemens  A.G.,
Sulzer  Hydro  Ltd.,  Black  & Veatch and Colenco  Power  Engineering
Ltd. (collectively, the "Replacement Contractor").

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  had  fully  mobilized   and
commenced  engineering,  procurement and  construction  work  on  the
project.   Construction of the Casecnan Project  is  expected  to  be
completed in 2000.

In  connection  with  the  Hanbo Contract  termination,  CE  Casecnan
tendered  four  certificates of drawing to Korea First  Bank  ("KFB")
under  the  irrevocable standby letter of credit  issued  by  KFB  as
security  under  the  Hanbo Contract to pay  for  certain  transition
costs   and   other  then  ascertainable  damages  under  the   Hanbo
Contract.  As  a  result  of  KFB's wrongful  dishonor  of  the  draw
request,  CE  Casecnan  filed  an action  against  KFB  in  New  York
State Court.

On   September  2,  1997,  Hanbo  and  HECC  filed  a   Request   for
Arbitration  before  the International Chamber of  Commerce  ("ICC").
The  Request  for Arbitration asserted various claims  by  Hanbo  and
HECC   against   CE   Casecnan  relating  to  the  terminated   Hanbo
Contract  and  sought  damages.   On October  10,  1997  CE  Casecnan
served  its  answer  and  defenses in response  to  the  Request  for
Arbitration  as  well as counterclaims against  Hanbo  and  HECC  for
breaches of the Hanbo Contract.

On  April  17,  1998, CE Casecnan announced that it and Hanbo,  HECC,
Hanbo  Steel  Company,  Ltd. and KFB mutually agreed  to  settle  the
differences  among  them  related to  the  Casecnan  Project.   Under
the  settlement,  KFB  agreed  to pay CE  Casecnan  $90,000  and  the
parties  discontinued  with  prejudice the  pending  arbitration  and
litigation  proceedings  and  released each  other  from  all  claims
arising  out  of  the  litigation  and  arbitration.   In  accordance
with  the  terms  of  such settlement, CE Casecnan  received  $10,000
from  KFB  on  April  17, 1998 and the remaining  $80,000,  including
interest thereon, on July 3, 1998.
<PAGE>
           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            (in thousands, except per share amounts)
                ________________________________

Liquidity and Capital Resources (continued):

What  is  generally known as the year 2000 ("Y2K")  computer  problem
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  problem  could result in  an  interruption  in,  or  a
failure   of,  certain  normal  business  activities  or  operations.
Such  failures  could materially and adversely affect  the  Company's
results of operations, liquidity and financial condition.

The   Y2K   problem   creates  uncertainty  for  the   Company   from
potential  problems  in  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  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
problem.  This  project  involves use  of  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  process  of  repairing  or  replacing  those   systems
which  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.

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.

Any   unforeseen  failures  of  the  Company  and/or  third  parties'
computer  systems  could  have a material  impact  on  the  Company's
ability  to  conduct  its  business.  Accordingly,  the  Company   is
developing  a  formal contingency plan that is expected to  be  completed  
by mid year 1999 to mitigate any potential business interruption.
<PAGE>
CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                

PART II - OTHER INFORMATION


Item 1 -  Legal proceedings.

      See  Note  3  Commitments and Contingencies and  Liquidity  and
Capital Resources.

Item 2 -     Changes in Securities.

     Not applicable.

Item 3 -  Defaults on Senior Securities.

     Not applicable.

Item 4 -  Submission of Matters to a Vote of Security Holders.

     Not applicable.

Item 5 -  Other Information.

     Not applicable.

Item 6 -  Exhibits and Reports on Form 8-K.

  (a)  Exhibits:

     Exhibit 27 - Financial Data Schedule

  (b)  Reports on Form 8-K:

     Not applicable.
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SIGNATURES


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



                      CE CASECNAN WATER AND ENERGY COMPANY, INC.


Date: November  12,  1998    /s/ Craig M. Hammett
                                 Craig M. Hammett
                                 Senior Vice President and   
                                 Chief Financial Officer


                            /s/  Patrick J. Goodman
                                 Patrick J. Goodman
                                 Vice President, Chief Accounting Officer 
                                 & Controller