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, 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 March 31, 1998.
<PAGE>
           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
                            Form 10-Q
                                
                         March  31, 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, March 31, 1998 and December 31, 1997        4

Statements of Operations for the Three Months Ended   
  March  31,1998 and 1997 and  for the period from 
  inception (September 21, 1994) to  March 31,1998          5

Statements of Cash Flows for the Three Months Ended  
  March 31, 1998 and 1997 and for the period from 
  inception (September 21, 1994) to March 31, 1998          6

Notes to Financial Statements                               7

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                 10

PART II:  OTHER INFORMATION

Item 1. Legal Proceedings                                   13
Item 2. Changes in Securities                               13
Item 3. Defaults on Senior Securities                       13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information                                   13
Item 6. Exhibits and Reports on Form 8-K                    13

Signatures                                                  14

Exhibit 27                                                  15
<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  March  31, 1998, and the  related  statements  of
operations for the three months ended March 31, 1998 and 1997 and
the period from inception (September 21, 1994) to March 31, 1998,
and cash flows for the three months ended March 31, 1998 and 1997
and  the period from inception (September 21, 1994) to March  31,
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, 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
May 13, 1998
<PAGE>
           CE CASECNAN WATER AND ENERGY COMPANY, INC.
                                
                         BALANCE SHEETS
        (in thousands, except share and per share amounts)
                ________________________________
                                                     
                                            March 31,   December 31,
                                              1998          1997
                                          (unaudited)
ASSETS                                               
Cash                                      $      385    $     547
Restricted cash and short-term               155,432      183,607
investments
Accrued interest and other receivables         3,347        2,962
Restricted investments                       123,457      126,684
Bond issue costs, net                                            
                                              11,219       11,513
Development and construction costs           191,038      158,266
Deferred income tax                                              
                                               8,596        8,333
                                                                 
   Total assets                            $ 493,474    $ 491,912
                                                                 
LIABILITIES AND STOCKHOLDERS' EQUITY                             
                                                                 
Liabilities:                                                     
Accounts payable and accrued expenses      $  24,279    $  19,192
Advances from an affiliate                       447        3,059
Notes and bonds payable                                          
                                             371,500      371,500
                                                                 
 Total liabilities                                               
                                             396,226      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                                              
                                             (26,588)     (25,675)
Total stockholders' equity                                       
                                              97,248       98,161
                                                                 
Total liabilities and stockholders' equity $ 493,474    $ 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 (September 21, 1994)
                                             March 31,       to March 31,
                                          1998       1997       1998
Revenues:                                                   

Interest and other income               $  5,084  $  4,504   $ 52,975

Total revenues                             5,084     4,504     52,975
                                                                     
Costs and expenses:                                                  
Interest expense - net of interest                    
capitalized                                5,966     9,696     85,788
Amortization of bond issue costs             294       263      2,371
                                                                     
Total costs and expenses                   6,260     9,959     88,159
                                                                     
Loss before income taxes                  (1,176)   (5,455)   (35,184)
                                                                     
Deferred income tax benefit                  263     1,336      8,596
                                                                     
Net loss to common stockholders          $  (913)  $(4,119)  $(26,588)
                                                                     
Net loss per share                       $ (1.19)  $ (5.37)  $ (38.22)
                                                                     
Average number of common                                             
shares outstanding                       767,162   767,162    695,632

     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)

                                                        From Inception
                                  Three Months Ended (September 21, 1994)
                                       March 31,          to March 31,
                                   1998         1997          1998
Cash flows from operating activities:
Net loss                         $ (913)      $(4,119)     $(26,588)
Adjustments to reconcile net                           
 loss to net cash flows provided 
 by (used in) operating activities:
Deferred income tax benefit        (263)       (1,336)       (8,596)
Amortization of bond issue costs    294           263         2,371
Decrease (increase) in accrued                                      
 interest and other receivables    (385)        2,164        (3,347)
Increase in accounts payable                                      
 and accrued expenses             9,749         9,848        16,204
Net cash flows provided by                                      
 (used in) operating activities   8,482         6,820       (19,956)

Cash flows from investing activities:
Additions to construction in  
 progress                       (32,772)       (8,113)     (191,038) 
Decrease (increase) in restricted
 cash and short-term investments 28,175        (6,104)     (155,432)
Decrease (increase) in restricted
 investments                      3,227         6,732      (123,457)
Increase (decrease) in accounts                                      
 payable and accrued expenses 
 related to development and 
 construction activities         (4,662)          564         8,075
Net cash flows used in investing                                      
 activities                      (6,032)       (6,921)     (461,852)
                                                                     
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 (to) an affiliate          (2,612)          124           447
Net cash flows provided by                                      
(used in) financing activities   (2,612)          124       482,193
                                                                     
Net increase (decrease) in cash                                      
 and cash equivalents              (162)           23           385
Cash at beginning of period         547            32             -
Cash at end of period           $   385        $   55      $    385
                                                                     
Supplemental disclosure:                                             
Interest paid (net of amount
 capitalized)                   $(3,783)       $ (152)     $ 69,583
    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  March  31,  1998  and
the  results  of  operations  for the three  months  ended  March  31,
1998  and  1997  and  the period from inception (September  21,  1994)
to  March  31,  1998,  and  cash flows  for  the  three  months  ended
March  31,  1998  and  1997 and the period from  inception  (September
21, 1994) to March 31, 1998.

The  results  of  operations  for the three  months  ended  March  31,
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,  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

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

CE   Casecnan  financed  a  portion  of  the  costs  of  the  Casecnan
Project  through  the  issuance  of  $125,000  of  its  11.45%  Senior
Secured  Series  A  Notes due 2005 and $171,500 of its  11.95%  Senior
Secured   Series  B  Bonds  due  2010  and  $75,000  of  its   Secured
Floating  Rate  Notes  due 2002, pursuant to  an  indenture  dated  as
of November 27, 1995, as amended to date.

The  Casecnan  Project  was being constructed  pursuant  to  a  fixed-
price,   date-certain,  turnkey  construction  contract  (the   "Hanbo
Contract")   on  a  joint  and  several  basis  by  Hanbo  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  turnkey
engineering,  procurement  and  construction  contract   to   complete
the   construction   of   the  Casecnan  Project   (the   "Replacement
Contract").


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

Commitments and Contingencies (continued)

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  a  certificate of drawing to Korea  First  Bank  ("KFB")  on
May   7,   1997,  under  the  irrevocable  standby  letter  of  credit
issued  by  KFB  as  security  under the Hanbo  Contract  to  pay  for
certain   transition   costs   and   other   presently   ascertainable
damages  under  the  Hanbo Contract.  As a result  of  KFB's  wrongful
dishonor  of  the  draw request, CE Casecnan filed an  action  in  New
York  State  Court.  That Court granted CE Casecnan's  request  for  a
temporary  restraining  order requiring KFB to  deposit  $79,329,  the
amount  of  the  requested draw, in an interest bearing  account  with
an  independent  financial  institution in  the  United  States.   KFB
appealed  this  order,  but the appellate court  denied  KFB's  appeal
and  on  May  19,  1997,  KFB  transferred  funds  in  the  amount  of
$79,329  to  a  segregated  New  York bank  account  pursuant  to  the
Court order.

On  August  6,  1997,  CE Casecnan announced  that  it  had  issued  a
notice  to  proceed  to the Replacement Contractor.   The  Replacement
Contractor   was  already  on  site  and  had  fully   mobilized   and
commenced  engineering,  procurement  and  construction  work  on  the
project.

On  August  27,  1997, CE Casecnan announced that it  had  received  a
favorable  summary  judgment ruling in New York  State  Court  against
KFB.   The  judgment,  which has been appealed by the  bank,  requires
KFB  to  honor  the  $79,329 drawing by CE Casecnan  on  the  $117,850
irrevocable standby letter of credit.

On  September  29,  1997  CE Casecnan tendered  a  second  certificate
of   drawing  for  $10,828  to  KFB  and  on  December  30,  1997,  CE
Casecnan  tendered  a  third certificate  of  drawing  for  $2,920  to
KFB.   KFB  also  wrongfully dishonored these draws, but  pursuant  to
a  stipulation  agreed  to deposit the draw  amounts  in  an  interest
bearing  account  with  the  same  independent  financial  institution
in  the  United  States  pending resolution of  the  appeal  regarding
the  first  draw  and  agreed to expedite the appeal.   On  March  16,
1998,  CE  Casecnan  tendered  a fourth  certificate  of  drawing  for
$24,773 to KFB which was also wrongfully dishonored.

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

Commitments and Contingencies (continued)
                                
On April 17, 1998, CE Casecnan announced that it and Hanbo, HECC,
Hanbo Steel Company, Ltd. and KFB have mutually agreed to settle
the differences among them related to the Casecnan Project.
Under the settlement, KFB has agreed to pay CE Casecnan $90
million and the parties have discontinued with prejudice the
pending arbitration and litigation proceedings and released each
other from all claims arising out of the litigation and
arbitration.
<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.   For
the   three  months  ended  March  31,  1998,  revenue  increased   to
$5,084  from  $4,504,  a 12.9% increase.  This increase  is  primarily
a  result  of  higher  interest income in 1998 compared  to  the  same
period in 1997.

For  the  three  months  ended  March  31,  1998  and  1997,  interest
expense  was  $11,544  and  $11,442,  respectively.   For  the   three
months  ended  March  31,  1998,  capitalized  interest  increased  to
$5,578   from   $1,746  for  the  same  period  in  1997,   a   219.5%
increase.    The  increase  in  capitalized  interest   results   from
higher     cumulative    development    and    construction     costs.
Amortization  of  bond issue costs for the three  months  ended  March
31,  1998  was  $294, compared to $263 for the same  period  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 1995.

Liquidity and Capital Resources:

CE  Casecnan  has  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  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  a  certificate of drawing to Korea  First  Bank  ("KFB")  on
May   7,   1997,  under  the  irrevocable  standby  letter  of  credit
issued  by  KFB  as  security  under the Hanbo  Contract  to  pay  for
certain   transition   costs   and   other   presently   ascertainable
damages  under  the  Hanbo  Contract. As a result  of  KFB's  wrongful
dishonor  of  the  draw request, CE Casecnan filed an  action  in  New
York  State  Court.  That Court granted CE Casecnan's  request  for  a
temporary  restraining  order requiring KFB to  deposit  $79,329,  the
amount  of  the  requested draw, in an interest bearing  account  with
an  independent  financial  institution in  the  United  States.   KFB
appealed  this  order,  but the appellate court  denied  KFB's  appeal
and  on  May  19,  1997,  KFB  transferred  funds  in  the  amount  of
$79,329  to  a  segregated  New  York bank  account  pursuant  to  the
Court order.

On  August  6,  1997,  CE Casecnan announced  that  it  had  issued  a
notice  to  proceed  to the Replacement Contractor.   The  Replacement
Contractor   was  already  on  site  and  had  fully   mobilized   and
commenced  engineering,  procurement  and  construction  work  on  the
project.

On  August  27,  1997, CE Casecnan announced that it  had  received  a
favorable  summary  judgment ruling in New York  State  Court  against
KFB.   The  judgment,  which has been appealed by the  bank,  requires
KFB  to  honor  the  $79,329 drawing by CE Casecnan  on  the  $117,850
irrevocable standby letter of credit.
<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):

On  September  29,  1997  CE Casecnan tendered  a  second  certificate
of   drawing  for  $10,828  to  KFB  and  on  December  30,  1997,  CE
Casecnan  tendered  a  third certificate  of  drawing  for  $2,920  to
KFB.   KFB  also  wrongfully dishonored these draws, but  pursuant  to
a  stipulation  agreed  to deposit the draw  amounts  in  an  interest
bearing  account  with  the  same  independent  financial  institution
in  the  United  States  pending resolution of  the  appeal  regarding
the  first  draw  and  agreed to expedite the appeal.   On  March  16,
1998,  CE  Casecnan  tendered  a fourth  certificate  of  drawing  for
$24,773 to KFB which was also wrongfully dishonored.

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 have mutually  agreed  to  settle
the   differences   among  them  related  to  the  Casecnan   Project.
Under  the  settlement,  KFB  has  agreed  to  pay  CE  Casecnan   $90
million   and  the  parties  have  discontinued  with  prejudice   the
pending  arbitration  and  litigation proceedings  and  released  each
other   from   all   claims  arising  out  of   the   litigation   and
arbitration.
<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:

          (i)    Not applicable
<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  14,  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 and Controller