SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               FORM 10-K


[x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

          For the fiscal year ended December 31, 1997.

                                  OR

[ ]  TRANSITION  REPORT  PURSUANT TO  SECTION  13  OR  15(d)  OF  THE
     SECURITIES ACT OF 1934

          For the transition period from          to             .

                   Commission file number 333-29005

                      PANDA GLOBAL ENERGY COMPANY

        (Exact name of registrant as specified in its charter)


        Cayman Islands                          Not Applicable
(State or other jurisdiction of                 (IRS employer
incorporation or organization)              Identification Number)

       4100 Spring Valley Road, Suite 1001, Dallas, Texas  75244
     (Address of principal executive offices, including zip code)

                            (972) 980-7159
         (Registrant's telephone number, including area code)

   Securities Registered Pursuant to Section 12(b) of the Act:  None

  Securities Registered Pursuant to Section 12 (g) of the Act:  None

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  ___

Indicate  by check mark if disclosure of delinquent filers pursuant  to
Item  405  of Regulation S-K is not contained herein, and will  not  be
contained,  to the best of registrant's knowledge, in definitive  proxy
or information statements incorporated by reference in Park III of this
Form 10-K or any amendment to this Form 10-K [x].

Aggregate  market value of voting stock held by non-affiliates  of  the
registrant  is  not reflected herein because all voting  stock  of  the
registrant is owned by an affiliate thereof.

As  of  March  25, 1998, the Registrant had 2 shares of  Common  Stock,
$1.00 par value, issued and outstanding.

                  Documents Incorporated by Reference
                                 None



                        TABLE OF CONTENTS

                             PART I
                                                             Page

Item 1.  Business                                               1

Item 2.  Properties                                             9

Item 3.  Legal Proceedings                                      9

Item 4.  Submission of Matters to a Vote of Security Holders   12

                             PART II

Item 5.  Market for Registrant's Common Equity
         and Related Shareholder Matters                       12

Item 6.  Selected Financial Data                               13

Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                   13

Item 8.  Financial Statements and Supplementary Data          F-1

Item 9.  Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure                14

                            PART III

Item 10. Directors and Executive Officers of the Registrant    14

Item 11. Executive Compensation                                17

Item 12. Security Ownership of Certain Beneficial
         Owners and Management                                 17

Item 13. Certain Relationships and Related Transactions        17

                             PART IV

Item 14. Exhibits, Financial Statement Schedules,
         and Reports on Form 8-K.                              17


         DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This  Annual  Report on Form 10-K includes  "forward-looking
statements"  within the meaning of Section 27A of the  Securities
Act  of  1933 and Section 21E of the Securities Exchange  Act  of
1934.  All  statements other than statements of  historical  fact
included  in this Annual Report on Form 10-K, including,  without
limitation,  statements  regarding financial  position,  projects
under  evaluation or development, construction or  other  budgets
and  plans  and  objectives for future operations,  are  forward-
looking  statements.  Although  the  Company  believes  that  the
expectations  reflected  in such forward-looking  statements  are
reasonable, it can give no assurance that such expectations  will
prove  to  have been correct. Important factors that could  cause
actual   results   to  differ  materially  from   the   Company's
expectations  ("Cautionary Statements")  include  the  impact  of
geopolitical  occurrences world-wide; the  results  of  financing
efforts;  risks under contracts and swap agreements;  changes  in
laws  and  regulations; unforeseen engineering and mechanical  or
technological  difficulties; and other  risks  described  in  the
registrant's  filings from time to time with the  Securities  and
Exchange  Commission.  All subsequent written and  oral  forward-
looking statements attributable to the Company or persons  acting
on  its  behalf are expressly qualified in their entirety by  the
Cautionary Statements.

Item 1.   Business.

General

     Panda  Global  Energy Company (the "Company") is  a  wholly-
owned  subsidiary  of  Panda Global Holdings,  Inc.,  a  Delaware
corporation   ("Holdings")  (which  in  turn  is  a  wholly-owned
subsidiary   of  Panda  Energy  International,  Inc.,   a   Texas
corporation (PEII")), and was organized in the Cayman Islands  on
March  10, 1997.  The Company has been organized for the purposes
of  working  with  Holdings, PEII and  their  affiliates  in  (i)
investing  in  and  holding  direct  and  indirect  interests  in
entities  engaged  in  the development, construction,  ownership,
operation  and  management  of  electric  generating  facilities,
sources  of  fuel,  pipelines and other infrastructure  projects,
(ii)  the  marketing of electric power, thermal energy and  fuel,
and  (iii)  the  financing  of any of the  above,  including  the
entering  into  of  indentures, contracts  and  other  agreements
entered into in connection with the purposes described in clauses
(i) and (ii) above.

     On  April  22,  1997, the Company completed  a  $155,200,000
offering of its 12 1/2% Senior Secured Notes due 2004 and is using
the  net  proceeds  therefrom  (approximately  $141,000,000)   to
finance the construction of its electric power plant facility  in
Luannan   County,   China.   In  late  December   1997,   certain
subsidiaries  of  the  Company  completed  an  approximately  $98
million  financing  for the construction of  its  electric  power
plant facility in Nepal.

     The  principal executive offices of the Company are  located
at  4100 Spring Valley Road, Suite 1001, Dallas, Texas 75244. The
telephone number at such offices is (972) 980-7159.

     The Company operates in only one industry segment:  electric
power  generation.  Financial information regarding the Company's
industry  segment  and regarding the Company's capitalized  costs
for  the  construction  of plants which will  constitute  foreign
operations  upon  completion,  is  set  forth  in  the  financial
statements hereto.

Strategy

     The  Company and its affiliates primarily are engaged in the
domestic     and    international    development,    acquisition,
construction,   ownership  and  operation   of   electric   power
generation facilities.

     The  principal  business strategy of  the  Company  and  its
affiliates  is to use their experience in evaluating, developing,
constructing,  financing and managing electric  power  generation
facilities   to   provide  low-cost  electricity   and   electric
generating capacity.  In addition, the Company believes that  the
global trend of electricity market restructuring has created  new
business opportunities for businesses like the Company.  There is
a  trend  away  from government-owned electricity systems  toward
deregulated, competitive market structures, in both domestic  and
international markets.  Many countries have rewritten their  laws
and regulations to allow foreign investment and private ownership
of  electricity generation, transmission or distribution systems.
Some  countries have been or are in the process of  "privatizing"
their  electricity systems by selling all or part of such systems
to  private  investors.  As a result, the Company  believes  that
there  is  demand  for  both  new and more  efficiently  operated
electric generating capacity in many regions around the world.

     The  Company  and its affiliates therefore are  continuously
engaged  in  the evaluation of opportunities for the  development
and acquisition of additional domestic and international electric
power  generation facilities.  For example, the Company  and  its
affiliates  currently are evaluating the development  of  various
merchant plant facilities in the United States.  Such facilities,
if  developed  and  constructed, could  take  advantage  of  cost
effective construction and new technology, as well as an  ability
to sell power into markets with growing demand and aging supplies
of  energy.   Also, the People's Republic of China  (the  "PRC"),
Nepal,  Brazil  and  Central  America are  current  international
strategic target markets for the Company and its affiliates.


     Substantial risks exist to the successful completion of  any
domestic  or  international projects under development  or  being
considered for acquisition, including, as the case may be,  those
relating   to  political  risk,  exchange  rate  risk,   currency
inconvertibility,  financing,  governmental  approvals,   siting,
construction  and permitting, as well as possible termination  of
any  applicable power sales agreement as a result of the  failure
to  meet  certain construction milestones.  No assurance  can  be
given  that  any  projects being evaluated or  developed  by  the
Company  or any of its affiliates will be completed. Further,  no
assurance  can be given that any projects developed  by  PEII  or
other  affiliates  of  the Company would be  contributed  to  the
Company's portfolio of projects, depending on the application  of
various agreements among PEII and certain of its affiliates.

     The  major changes currently taking place in the independent
power   producer  industry  are  necessitating  changes  in   the
financing  capabilities  of  companies  such  as  PEII  (and  its
affiliates), particularly in respect to the financing  of  larger
size  projects  and  merchant plants.  In this  regard,  PEII  is
looking to reduce its costs of funds, find new sources of  equity
capital  and  increase  its financing flexibility.   Accordingly,
PEII  has commenced a strategic initiative whereby it is  seeking
potential  strategic  partners  to  help  address  these  issues.
Donaldson,  Lufkin  &  Jenrette Securities Corporation  has  been
engaged  by  PEII  to  assist PEII in this search  for  strategic
partners. However, there can be no assurance that any transaction
with  strategic partners will ever take place, or, in  the  event
any  such  transaction  does take place,  as  to  the  nature  or
structure thereof.

Plants Under Construction

  The Luannan Facility

     General.    The   Luannan  Facility  (herein   so   called),
approximately  83%  of  which is owned by  the  Company  and  its
affiliates,  is located in Luannan County, Tangshan Municipality,
Hebei   Province,  People's  Republic  of  China.   It   achieved
financial   closing  in  April  1997  and  is   currently   under
construction (currently expected to reach commercial operation in
August   1999)  and  will  be  comprised  of  two  steam/electric
generating units, each nominally rated at 50 megawatts  but  with
nameplate capability of up to 60 megawatt gross output under full
condensing  conditions. Two pulverized coal-fired  boilers,  each
delivering  steam  to  drive a three stage  extraction/condensing
steam   turbine  electric  generating  unit,  will  be  utilized.
Electric  power  generated  by  the  Luannan  Facility  will   be
interconnected  to  the local electricity  grid  network  at  110
kilovolts.  In addition, steam will be extracted from  the  steam
turbines  for  distribution by pipeline to local  industrial  and
commercial users and also used to heat water for district heating
use.   The  site of the Luannan Facility is leased from  the  PRC
pursuant  to  a land use rights agreement with an agency  of  the
PRC.

     Sales  of  Power.  The Luannan Facility will sell  power  to
North  China Power Company pursuant to the Luannan Power Purchase
Agreement  (herein  so  called). The North  China  Power  Company
functions  as the commercial arm of the North China Power  Group.
The  North China Power Group, which reports directly to the MOEP,
operates  the North China Power Grid. The service area  of  North
China  Power  Group  encompasses  four  regions,  including   the
Beijing/Tianjin/Tangshan area.  Beijing and Tianjin are among the
largest  and most economically developed cities in the PRC.   The
service  area  of  North China Power Group  also  includes  Hebei
Province, Shanxi Province and western Inner Mongolia.  The  North
China Power Group owns most of the major power plants within  its
service  area  and  is  reported to have had  a  total  installed
capacity of 25,140 megawatts in 1995 and to have generated  power
of  126.7 billion kilowat hours in 1995. As both a government and
a  commercial  entity,  the North China  Power  Group  regulates,
manages  and  owns  the power assets in its  territory  including
generation  and distribution facilities. The geographical  extent
of  its  service area makes North China Power  Group one  of  the
largest power operating entities in the PRC.

     The Luannan Power Purchase Agreement is a 20-year agreement.
The  electricity price is established through a formula  provided
in  the  applicable Pricing Document (herein so called) which  is
separate  from,  but incorporated by reference  in,  the  Luannan
Power Purchase Agreement.  According to the formula contained  in
the  Pricing Document, the power price is comprised of fixed  and
variable components that may be adjusted, subject to the approval
of the Tangshan Municipal Price Bureau to reflect changes in coal
costs,   depreciation  of  plant  and  equipment  and   financing
expenses.  Certain components of the power price calculation  may
be  adjusted  to  reflect local and U.S.  inflation  and  foreign
exchange  rate  fluctuation  in order  to  mitigate  the  Luannan
Facility's exposure to inflation and currency risks. Although  it
is  anticipated that the Luannan Facility will apply annually for
changes  in rates, under the Luannan Power Purchase Agreement  it
has  the  right to request a determination of a new  power  price
whenever  it  determines  that changes in  the  price  components
require a new determination. There are pass-through provisions in
the  pricing  formula for increases or decreases in the  cost  of
coal  against  an index cost that is stipulated  in  the  Pricing
Document,  and the pricing formula also has provisions for  pass-
through   or   make-whole  calculations   relating   to   certain
construction capital cost items. The tariff is paid  in  Renminbi
(the  currency  of the PRC) and is required to be paid  every  30
days by the North China Power Company.

      Sales  of Steam.  The Company currently believes  that  the
Luannan Facility will sell approximately 349,680 tons per year of
steam  for  process  and the equivalent of approximately  362,518
gigajoules  per  year  of steam for heating  to  certain  Luannan
County  enterprises and local industries.  The Company  currently
believes  that  the Luannan Facility will be the single  largest,
centralized heat supplier in Luannan County.

     Engineering, Procurement and Construction Contract.  Through
competitive  bidding,  Harbin Power Engineering  Company  Limited
(the   "Luannan  EPC  Contractor")  has  been  selected  as   the
engineering,  procurement  and construction  contractor  for  the
Luannan  Facility.  The  Luannan  EPC  Contractor  has  extensive
engineering, procurement and construction experience in the power
industry  in  the  PRC  and other countries. Chinese-manufactured
equipment  and materials and Chinese labor are being utilized  to
the  maximum extent possible in order to lower the costs  of  the
Luannan Facility and the sale price of electricity.

     The  Luannan EPC Contractor is a wholly-owned subsidiary  of
Harbin  Power Equipment Company.  Harbin Power Equipment Company,
a  PRC  company  listed  on  the Hong Kong  Stock  Exchange,  was
established in October 1994 through the restructuring  of  Harbin
Power  Plant Equipment Group Corporation.  Harbin Power Equipment
Company  and its subsidiaries also provide a range of engineering
services  for  power stations, including turnkey construction  of
power  plants  and  the  provision of engineering  and  technical
advisory  services.  Harbin Power Equipment  Company's   products
have been exported to Pakistan, the Philippines, Canada and other
countries.

       Operations  and  Maintenance.   Pursuant  to  the  Luannan
Operations  & Maintenance Contract (the "Luannan O&M  Contract"),
operations and maintenance services for the Luannan Facility will
be   provided   by   Duke/Fluor  Daniel  International   Services
("Duke/Fluor").  The Luannan O&M Contract provides for a recovery
of  costs  by Duke/Fluor plus incentive payments based  upon  the
performance  of the Luannan Facility.  Duke/Fluor  is  a  general
partnership  formed in 1994 by affiliates of Duke  Power  Company
and  Fluor Corporation for the purposes of providing services  to
the  solid  fuel power generation market. Duke/Fluor is  actively
engaged  in  the operation and maintenance of electric generation
facilities  throughout the world.  Pursuant to  the  Luannan  O&M
Contract,  almost  all  of  the personnel  will  be  trained  PRC
technicians who will work under close supervision of the  Luannan
O&M Contractor's managers.

     Coal Supply. The Company currently believes that the Luannan
Facility  will use approximately 450,000 metric tons of coal  per
year.  The  principal fuel supply for the Luannan  Facility  will
come  from  the Qianjiaying Mine, which is owned and operated  by
Kailuan  Coal  and  is  located 30 kilometers  from  the  Luannan
Facility.   Kailuan Coal, a state-owned coal mining company,  has
approximately  5.0 billion metric tons of coal  reserves  in  the
Tangshan  area and produces approximately 18 million metric  tons
of  coal  per  year. The Qianjiaying Mine produced  approximately
3.67  million  metric  tons of coal in  1996.  Kailuan  Coal  has
committed  to supply up to 300,000 metric tons per year  of  coal
from  the Qianjiaying Mine to the Luannan Facility for ten years.
The remaining coal requirements for the Luannan Facility will  be
supplied by other mines in the region

  The Nepal Facility

     General.   The Nepal Facility (herein so called) is  located
on  the  upper Bhote Koshi River in Nepal. It achieved  financial
closing  during December 1997 and is currently under construction
(currently expected to reach commercial operation in April 2000).
It  will be comprised of a 36 megawatt hydroelectric facility  on
the upper Bhote Koshi River.  The Nepal Facility will be a run-of-
the-river  power  plant; thus it will not have a  large  dam  and
reservoir,  but  rather, a small diversion  structure,  and  will
produce  electricity in accordance with the river flow.  It  will
be  located  approximately 110 kilometers from Kathmandu,  Nepal.
The switchyard and a separate 48 kilometer transmission line that
will transmit the power generated by the Nepal Facility to a sub-
station   in  Bhaktapur,  Nepal  will  be  built  by  the   Nepal
Electricity Authority (the "NEA"), the state owned utility.  Cash
flow  attributable to the approximately 75% interest in the Nepal
Facility  of  the  Company  (including its  affiliates)  and  its
investment partner will be allocated 85% to such partner and  15%
to  the  Company  (including its affiliates) until  such  partner
achieves  a  20% internal rate of return, and 90% to the  Company
(including its affiliates) and 10% to such partner thereafter.

     Sales  of Power.  The Nepal Facility will sell power to  the
NEA  pursuant  to the Nepal Power Purchase Agreement  (herein  so
called), which is a 25-year agreement.  At the end of the 25-year
term of the NEA Power Purchase Agreement, 50% of the ownership of
the  Nepal Facility will be transferred to the NEA for a  nominal
sum.  Payment under the Nepal Power Purchase Agreement will equal
the product of a tariff rate of U.S. $0.060 per kilowatt hour  in
1995 prices escalated by 3% per annum for the first 15 years, and
indexed thereafter to the U.S. Consumer Price Index rate and  the
total  monthly electrical output delivered by the Nepal  Facility
subject to monthly deemed generation levels.

     The NEA will have the ability to dispatch the Nepal Facility
at  its  discretion.  However should the NEA dispatch  the  Nepal
Facility below the monthly deemed generation level, the NEA  will
remain  obligated to pay for the deemed generation.   During  the
dry months of the year (mid-November to mid-May), the NEA has the
option  to  purchase  all electric power produced  by  the  Nepal
Facility even if it exceeds the deemed generation level.  The NEA
will  not  be  required to purchase electrical output  above  the
deemed generation levels during the wet months of the year  (mid-
November  to  mid-May).  Payments under the Nepal Power  Purchase
Agreement  will  be  denominated in  U.S.  dollars  and  paid  in
Nepalese rupees.

     Engineering,  Procurement  and Construction  Contract.   The
engineering, procurement and construction contract for the  Nepal
Facility  is  with China Gezhouba Construction Group  Corporation
for  Water  Resources and Hydropower ("China  Gezhouba").   China
Gezhouba  is  one of the largest construction firms in  the  PRC,
with  extensive  experience  in the  construction  of  hydropower
plants.   In addition, China Gezhouba has engaged Harbin Electric
Machinery Works ("Harbin"), based in  Harbin China, to supply the
turbine  generators for the Nepal Facility.  Harbin has  supplied
hydro  units to a large number of hydroelectric plants in several
countries in Asia, Europe, the Middle East and the United States.

     Operations  and  Maintenance.  Pursuant  to  the  applicable
operations and maintenance agreement, Harza  Engineering  Company
International,   L.P.  ("Harza")  will  provide  operations   and
maintenance  services for the Nepal Facility.  The term  of  this
agreement  is  for five years of commercial operation,  renewable
for additional five year periods.  Harza has extensive experience
in  the  planning, design, construction, and operation  of  power
plants throughout the world.

     The  Site.  The Bhote Koshi River is a perennial stream  fed
by glaciers, snow melt and monsoons.  The river drains an area of
2,132 square km, mostly in the PRC.  The mean annual flow at  the
proposed site was 66.4 cubic meters per second  m3/s between 1965
and   1992.    The  Nepal  Facility  will  be  located   in   the
Sindhupalchok  zone  of  central Nepal, close  to  the  PRC-Nepal
border.   The  Bhote Koshi River rises to an elevation  of  5,800
meters  at  Tang Pu, Tibet, PRC and flows south with  a  drop  of
4,300 meters before reaching the project site.  At the site,  the
river's slope is about 10 percent.  The land at the site for  the
Nepal  Facility  is owned by the project company  formed  by  the
Company  and its partners, and is subject to a mortgage  lien  as
part of the financing for the Nepal Facility.

Competition

      The business of developing electric generating power plants
is intensely competitive.  The Company and its affiliates compete
both  domestically  and  internationally with  other  independent
power producers, including affiliates of utilities.

     Development  of  new  power generation projects  in  foreign
markets is difficult and expensive, and many competitors in these
foreign  markets have significantly larger capital resources  and
greater local market expertise than the Company. In addition, due
to  increased competition in the United States, there has been an
increasing number of entrants into these foreign markets.

     In  the  United  States,  over the past  decade,  developing
electric generating power plants has become a progressively  more
difficult,  expensive and competitive process.  In recent  years,
more  of  such transactions have been awarded through competitive
bidding.   Increased competition also has lowered profit  margins
of successful projects in the United States.
Regulatory Matters

  Regulation of the Electric Power Industry in the PRC

      General.   The PRC's electric power industry  is  regulated
primarily by the State Economic and Trade Commission ("SETC")  as
successor   to  the  Ministry  of  Electric  Power  ("MOEP")   in
conjunction with the State Planning Commission ("SPC") and  other
governmental agencies.  For foreign investments in electric power
projects  in  the  PRC,  such governmental agencies  include  the
Ministry  of Foreign Trade and Economic Cooperation  of  the  PRC
(the  "MOFTEC"),  the  SPC, the State Administration  of  Foreign
Exchange  ("SAFE"),  the  State Administration  of  Industry  and
Commerce  of  the  PRC (the "SAIC") and certain  other  agencies.
Certain  functions  formerly exercised  by  the  MOEP  have  been
transferred to the State Power Corporation of China ("SP")  which
was  formally approved in January 1997.  Pursuant to  resolutions
of the Ninth National People's Congress introduced in March 1998,
the  governmental  functions of the  MOEP  have  been  officially
transferred  to  the SETC and MOEP has been dissolved.   National
grid  management,  ownership of state-funded electric  generating
assets and development planning responsibilities will remain with
the SP.  The reorganization will be accomplished over a period of
time.   The  regulatory and approval authorities of  the  Central
Government  agencies are delegated to local  provincial  or  city
governmental agencies performing similar functions if  the  total
amount  of such foreign-invested projects does not exceed certain
thresholds   (denominated  in  U.S.  dollars),  although   recent
regulations  promulgated by the MOEP (before its  replacement  by
SETC)  would  base approval authority on a power  project's  unit
size.   However,  it  is unclear whether the provincial  planning
commissions  and  the SPC are bound by or, if  not,  will  follow
these regulations.

     State  Economic  and  Trade  Commission.   As  the  ministry
responsible for the electric power industry, the SETC has assumed
responsibility   previously  exercised  by  the   MOEP   and   is
responsible  for formulating development strategies and  policies
for the electric power industry in the PRC, including investment,
technical,  and  major production and consumption  policies.   In
addition  to  formulating  electric power  industry  planning  in
collaboration  with the SPC and other governmental agencies,  the
SETC  (i)  coordinates  the development  of  the  electric  power
industry, (ii) supervises the implementation of related  national
policies,  decrees  and  plans and  (iii)  provides  services  to
electric  power  enterprises.  The SETC  shares  certain  of  its
administrative  responsibilities with the China Nuclear  Industry
Corporation and the Ministry of Water Resources with  respect  to
nuclear-powered   and   hydro-powered   electricity    generating
facilities,  respectively.  In addition to these  regulatory  and
administrative functions, the SP is also in charge of the overall
financial   management   of   the   power   industry,   including
consolidating the profits and taxes and approving the budgets  of
all the regional power entities annually.

      In  an  attempt  to separate the regulatory and  commercial
functions  of the electric power industry, the PRC State  Council
formally  approved the establishment of the SP in  January  1997.
The SP is a state-owned legal entity with funds provided directly
by  the  State Council (a body of the central government  of  the
PRC).  The  SP serves as the PRC's principal investor  in  and/or
operator  of  wholly or partially state-owned facilities  in  the
PRC.    It  also  is  responsible  for  the  operation   of   the
interregional  transmission facilities and the development  of  a
national power grid.  After the establishment of the SP, the MOEP
continued (and the SETC now continues) to exercise the regulatory
function  over  Chinese  electricity  industry,  but  the  MOEP's
enterprise management function and its function to operate  state
assets  were  turned  over to the SP.  As  part  of  the  reform,
provincial   power  bureaus  have  transferred  their  regulatory
functions to other departments of the local government  and  have
become subsidiaries of the SP.

     State  Administration  of Foreign  Exchange.   The  SAFE  is
responsible  for administration of foreign exchange in  the  PRC.
It formulates and oversees the implementation of foreign exchange
regulations   applicable   to  foreign   investment   enterprises
("FIEs").  The relevant approval authorities consult the SAFE  in
respect  of foreign exchange matters relating to FIEs.  The  SAFE
is  also  responsible  for administrating the  swap  centers  and
issuing permits to FIEs for access to the swap centers as well as
for monitoring the interbank system.

     Regional,  Provincial  and Local Power  Bureaus.   The  SETC
directly  oversees  the five interprovincial  power  groups  (the
"Regional Power Groups") and the eight independent provincial and
two  special  administrative  region power  bureaus  ("Provincial
Power Bureaus") in the PRC.  The Regional Power Groups (i) manage
their  respective regional power grids, (ii) dispatch  the  power
plants  connected  to  such grids either directly  or  indirectly
through lower level  power bureaus, and (iii) supervise the power
bureaus  at  lower  administrative levels.   The  Regional  Power
Groups also act through power companies which develop, construct,
own  and operate certain power plants and transmission facilities
within  their respective territories.  The key personnel  of  the
Regional  Power  Groups are appointed by the  SETC  and  the  key
personnel  of the Provincial Power Bureaus are appointed  by  the
provincial governments in consultation with the SETC.

      A similar structure exists for the Provincial Power Bureaus
under  the Regional Power Groups and the Provincial Power Bureaus
directly managed by the SP.  Each Provincial Power Bureau manages
its  provincial  power  grid  and  dispatches  the  power  plants
connected  to  such grid to meet local demand.   Many  Provincial
Power  Bureaus  also  act through power companies  which  operate
certain  power plants and certain transmission facilities  within
their  respective provinces.  Cities and counties directly  under
the  administration  of  the provinces  may  have  power  bureaus
(together with the Regional Power Groups and the Provincial Power
Bureaus,   the   "Power  Bureaus")  which  perform,   under   the
administration  of the Power Bureau at the next higher  level  of
government,    similar   functions   within   their    respective
jurisdictions.

     PRC  Electric  Power  Law.   Given  the  importance  of  the
continued  rapid  expansion  of the  PRC's  power  industry,  the
National  People's Congress adopted the Law of Electric Power  on
December 28, 1995 (the "Power Law").  The Power Law, which became
effective  on April 1, 1996, provides the legislative  basis  for
the  regulation  of China's electric power sector.   It  contains
guidelines  in areas such as the generation, supply  and  use  of
electric power, pricing and tariffs and regulatory supervision.

       Under   the  Power  Law,  the  appropriate  administrative
department of the State Council is authorized within the scope of
its authority to supervise the electric power industry throughout
the  country, and relevant departments of the State  Council  are
authorized  within  the  scope of their respective  authority  to
supervise  the electric power enterprises.  While electric  power
development planning will be carried out according to  the  needs
of  the  national economy, the Power Law also provides that  each
administrative department of the local government at or above the
county  level will be responsible for the supervision and control
of the electric power industry within its administrative region.

      The Power Law states that independent power companies shall
be  granted grid access upon their request, and provides that the
on-grid price of electricity shall be implemented on the basis of
"the  same  price for the same quality on  the same  grid."   The
Power  Law  lists the criteria to be applied in the determination
of  tariffs  as  including  reasonable  compensation  for  costs,
reasonable  profits, inclusion of taxes in accordance  with  law,
firm  adherence to the principle of equitable sharing of burdens,
and  promoting electric power constructions.  The law  delineates
the  approval process for on-grid tariffs and makes a distinction
between the approvals required for regional/provincial grids  but
not such approval is specifically required for independent grids.
The  Power  Law reiterates the position of the Central Government
of  the  PRC that entities involved in the construction of  power
plants,  power  generation and grid operation are autonomous  and
assume sole responsibility for their own profits and loses.

     Rate Setting Mechanisms.  Rates for electricity produced  by
power  plants  that  the  SP directly or indirectly  manages  are
generally  set  by the Central Government, thus most  electricity
has  historically been purchased from power plants at such rates.
For  certain  power plants with local government,  China  Huaneng
Group  or foreign investment, such as the Luannan Facility, rates
are set on the basis of discussions between such power plants and
the relevant provincial pricing bureau.

     In  the  case  of power plants managed by the SP,  customers
purchase electricity from the Power Bureaus of each level of  the
administration  of  the PRC at rates determined  by  the  Central
Government  of the PRC, which vary according to the category  and
location  of  the  user. The rates set by the Central  Government
have traditionally been maintained at a low level, requiring  the
subsidization  of  the  electric power industry  by  the  Central
Government.  One  of  the  stated goals  of  the  Power  Law  (as
described above) is to reform power pricing to be consistent with
the  development of the market economy. Trial implementation  has
commenced  in  several  cities of a time-sharing  pricing  policy
which  charges consumers higher rates for peak load  periods  and
lower  rates  for  off-peak load periods. North China  Power  has
adopted  a  similar  program in its service  area.  Allowing  the
market  to  influence the setting of power rates is  intended  to
provide  incentives for greater efficiency in energy  production,
reduction  of  energy  use  per unit  of  industrial  output  and
promotion of conservation technologies.

     Transmission  and  Dispatch.   The  main  system   for   the
dispatch, transmission and distribution of electric power in  the
PRC  consists of the five interprovincial power grids managed  by
their  respective Regional Power Groups and the eight  provincial
and  two  autonomous region power grids managed by the Provincial
Power Bureaus.

     The  PRC's  energy  sources,  such  as  coal  and  potential
hydroelectric resources, are principally located in the  western,
northern  and central inland provinces, but its high  electricity
consumption  regions  are  located in the  eastern  and  southern
coastal areas. As a result of plans to develop large power plants
in  areas  with  significant  energy sources,  the  expansion  of
China's   electricity  transmission  capabilities  is  of   major
importance.  The PRC plans to interconnect the North China  Power
Grid with the Northeast Power Grid around 2000. In 2003, with the
expected  completion  of  the first phase  of  the  Three  Gorges
project,  the  Central  China  Power  Grid  is  expected  to   be
interconnected on the east with the East China Power Grid and  on
the  west  with the Sichuan Power Grid. A unified national  power
grid is planned for completion sometime between 2010 and 2020.

     All  electricity  produced in the PRC is dispatched  by  the
Power  Bureaus, except for that generated by units not  connected
to a grid. The grids and the electric power dispatch to each grid
are   administered  by  dispatch  centers  ("Dispatch   Centers")
operated  by  the  Power Bureaus. Prior to  November  1993,  such
electric  power  dispatch had been carried out pursuant  to  MOEP
guidelines.  In  order  to achieve more  efficient  and  rational
dispatch of electric power, the State Council issued, with effect
from  November 1, 1993, the Regulations on the Administration  of
Electric  Power  Dispatch to Networks and  Grids  (the  "Dispatch
Regulations"). The Dispatch Regulations are the first  nationwide
regulations in the PRC governing the dispatch of electric  power.
Under the Dispatch Regulations, Dispatch Centers were established
at  each  of  five  levels:  the National  Dispatch  Center,  the
Dispatch  Centers  of  the Regional Power  Groups,  the  Dispatch
Centers of the Provincial Power Bureaus, the Dispatch Centers  of
the  Power  Bureaus  of municipalities under  provinces  and  the
Dispatch  Centers  of the county Power Bureaus. Dispatch  Centers
are  charged with setting production levels for the various power
plants connected to the grid. To effect this determination,  each
power  plant  receives on a daily basis from its  local  Dispatch
Center an expected hour-by-hour output schedule for the following
day, based on expected demand, the weather and other factors.

     The  Dispatch Regulations provide that the Dispatch  Centers
must  dispatch  electric power according to, among other  things,
(i)  power supply agreements entered into between a Power  Bureau
and  certain large or primary electricity customers,  where  such
agreements  take into account the electric power  generation  and
consumption  plans formulated annually by the Central  Government
and  set  forth in the State Plan, (ii) agreements  entered  into
between  a  Dispatch Center and each power plant subject  to  its
dispatch, (iii) interconnection agreements between Power  Bureaus
and  (iv)  actual  conditions of the  grid,  including  equipment
capabilities and safety reserve margins.

  Regulation of Electric Power Industry in Nepal

     General.  The regulatory framework for private sector  power
generation in Nepal primarily is based on legislation enacted  by
its  Parliament in 1992 and 1993.  The legislation  provides  for
the  licensing of private parties to construct, own, and  operate
hydroelectric power projects for a time period of up to 50 years.
Projects  that are more than 50% owned by foreign companies  will
be   automatically  transferred,  without  compensation,  to  His
Majesty's  Government of Nepal ("HMGN"), after the expiration  of
the license.

     Nepal's  electric power industry is primarily  regulated  by
the  Ministry of Water Resources ("MOWR") in conjunction with the
NEA.   NEA  was established in 1985 as a commercial  entity  with
responsibilities for generation, transmission and distribution of
electricity throughout Nepal.  Decisions regarding the  operation
and management of the NEA were made, historically, without taking
into account considerations such as efficiency and profitability.
However,   NEA's  overall  operating  performance  and  financial
position  recently have improved following tariff  increases  and
technical  assistance  from  various multinational  institutions,
including the World Bank.

     Tariff  rates are subject to regulation.  In August 1994,  a
newly   implemented  Tariff  Fixation  Committee  ("TFC"),  which
includes  representatives from HMGN and consumers  and  which  is
responsible  for  setting electricity tariffs in accordance  with
certain financial covenants, became operational.

      The  Ministry of Water Resources has the authority to issue
licenses  for  plant construction, water rights  and  to  provide
financial guarantees.  All hydroelectric projects with a capacity
of  greater  than 1,000 kilowatts require a license.  Within  the
Ministry,   the   Hydroelectricity  Development   Unit   of   the
Electricity  Development Center (the "EDC") promotes the  private
sector's participation in the industry, approves projects with  a
capacity  of  more  than 1,000 kilowatts, and provides  necessary
assistance to the private sector in the startup and operation  of
projects.   The  EDC also may arrange for economic incentives  to
private participants, including tax concessions and assistance in
importing   goods,   obtaining  land  and   obtaining   necessary
government authorizations.

      Transmission  System.   The transmission  system  in  Nepal
consists   of   33  kilovolt,  66  kilovolt  and   132   kilovolt
transmission  lines.   The 132 kilovolt, single-circuited  1,178-
mile  Integrated  Nepal  Electric Power System  is  Nepal's  most
extensive  transmission  mechanism and  is  connected  to  India.
Nepal also has a 33 kilovolt, single-circuit system that measures
1,216 kilometers; a 66 kilovolt, single-circuit system of 179 km;
a  66 kilovolt double-circuit system of 153 kilometers; and a 132
kilovolt,  double-circuit  system of 27  kilometers.   Under  the
applicable project agreements, the NEA has the responsibility  of
building  another 48 kilometer transmission line  connecting  the
Nepal Facility to an NEA substation.

     Foreign  Exchange.   The  Ministry of  Finance  has  primary
responsibility for the regulation of foreign exchange  in  Nepal.
Nepal  increased its foreign exchange reserves from approximately
US$  270  million  in  the early 1980s to approximately  US$  600
million  in  1996.  The Nepalese rupee exchange  rate  is  pegged
against  the  Indian rupee - a reflection of the high  degree  of
integration between the two economies.

  Foreign Environmental Regulations

      General.   The  Company has ownership  interests  in  power
plants  under  construction in China and Nepal.   Each  of  these
countries  and  the  localities therein have  separate  laws  and
regulations governing the siting, permitting, ownership and power
sales  from the Company's plants. These laws and regulations  are
often quite different than those in effect in the United States.

       Based   on  current  trends,  the  Company  expects   that
environmental and land use regulations affecting its plants under
construction  outside the U.S. will likely become more  stringent
over  time.   This  appears  to be  due  in  part  to  a  greater
participation   by   local  citizenry  in  the   monitoring   and
enforcement   of   environmental  laws,  better  enforcement   of
applicable environmental laws by the regulatory agencies, and the
adoption  of  more sophisticated environmental requirements.   If
foreign environmental and land use regulations were to change  in
the  future,  the  Company may be required  to  make  significant
capital or other expenditures in order to comply.  There  can  be
no assurance that the Company would be able to recover all or any
increased   costs  from  its  customers  or  that  its  business,
financial  condition  or  results  of  operations  would  not  be
materially  and adversely affected by future changes  in  foreign
environmental and land use regulations.

     PRC  Environmental  Regulations.  The  Luannan  Facility  is
subject  to various PRC environmental laws and regulations  which
are  administered by both Central Government of the PRC and local
government environmental protection bureaus.  Approval or  review
by  the relevant environmental protection bureaus is required  at
each  of  the  project proposal, feasibility  study,  design  and
commissioning  stages of a project.  Filing of  an  environmental
impact  statement  or,  in  some cases, an  environmental  impact
assessment outline is required before the planning commission for
the  same level of government can issue its approval.  The filing
must   demonstrate  that  the  project  conforms  to   applicable
environmental  standards.  Approvals and permits  generally  have
been  issued  for  projects  utilizing modern  pollution  control
technology.  Pollution sources are also required to report  their
pollution  discharges in terms of types and amounts of pollutants
discharged  into  the  water and air,  and  to  secure  discharge
permits  for their wastewater discharges, airborne emissions  and
solid   waste  shipments  to  ensure  compliance  with   relevant
emissions standards.

     The  PRC's  environmental  laws  and  regulations  establish
standards for the discharge of emissions into the air and  water.
The  rules set forth schedules of base-level discharge  fees  for
various polluting substances and specify that, if such levels are
exceeded, the polluting entity will be required to pay an  excess
discharge  fee  to the local government.  The local environmental
rules  do  not  make it a violation to exceed these  limits,  but
rather  set  forth  a set of graduated scale  of  fees  that  are
required for each incremental unit of excess discharge.  Up to  a
certain level, as the discharge levels increase, the fee per unit
also  increases.   Above a certain limit, local  governments  may
issue  orders to cease or reduce such discharge levels which,  if
not  complied with, will after three years from the date  of  the
order,  result in an annual increase of 5% in the pollution  fees
assessed.   Where pollution is causing environmental damage,  the
local  governments  also  have  the  authority  to  issue  orders
requiring  the  polluting entities to cure the problem  within  a
certain period of time.

     MOEP   previously   established  technical   standards   for
environmental  monitoring  and  exercises  certain   disciplinary
functions  with regard to environmental compliance in  connection
with   the   construction   and  operation   of   power   plants.
Environmental  protection equipment is required to  be  designed,
installed   and   commissioned  in  tandem   with   the   design,
construction and commissioning of the generator or plant.  Before
commencing operations, each plant or generator must be tested and
qualified   with  regard  to  emissions  levels   and   abatement
equipment.

     Nepal  Environmental  Regulations   The  Nepal  Facility  is
subject  to certain environmental laws and regulations which  are
administered  by  HMGN.   For example, the  Environmental  Impact
Assessment  Guidelines for the Forestry Sector, 1995, applies  to
the Company's construction efforts in Nepal.  Among other things,
an  independent  environmental  impact  assessment  was  required
pursuant  thereto,  as well as other ongoing compliance  actions.
In addition, the Nepal Facility is subject to the Water Resources
Act,  which  establishes certain pollution tolerance  limits  for
water resources as well as quality standards for various uses  of
water resources.  As part of the financing of the Nepal Facility,
the  Company  is required to comply with World Bank environmental
standards.

  Regulation of the Electric Power Industry in the United States

     If  the  Company develops and operates any projects  in  the
United  States,  such  projects will be subject  to  complex  and
stringent energy, environmental and other governmental  laws  and
regulations at the federal, state and local levels in  connection
with  the development, ownership and operation of its electricity
generation  facilities.  Federal  laws  and  regulations   govern
transactions  by  electric  and  gas  utility  companies,   other
electricity generating facilities, the types of fuel that may  be
utilized  by an electric generating facility, the type of  energy
that may be produced by such a facility and the ownership of  the
facility.  State utility regulatory commissions must approve  the
rates and terms and conditions under which public utilities  sell
electric  power  at  retail  and,  under  certain  circumstances,
purchase electric power from independent producers. Under certain
circumstances    where   specific   exemptions   are    otherwise
unavailable, state utility regulatory commissions may have  broad
jurisdiction   over   non-utility   electric   power   generation
facilities.  Energy  producing projects  located  in  the  United
States  also  are subject to federal, state and  local  laws  and
administrative  regulations governing  the  emissions  and  other
substances produced, discharged or disposed of by a facility  and
the  geographical location, zoning, land use and operation  of  a
facility.  Applicable federal environmental laws  typically  have
state  and local enforcement and implementation provisions. These
environmental  laws  and  regulations generally  require  that  a
variety  of  permits and other approvals be obtained  before  the
commencement  of construction or operation of an energy-producing
facility  and  that the facility then operate in compliance  with
those permits and approvals.

Employees

      At  December 31, 1997, the Company and its subsidiaries had
no employees.

      Robert  W. Carter is Chairman of the Board, Chief Executive
Officer  and  also  a director of the Company. Janice  Carter  is
Executive Vice President, Secretary and Treasurer of the Company,
and  is  married  to  Robert  W. Carter.   Otherwise,  no  family
relationships exist among the directors and executive officers of
the Company.

     All  executive officers of the Company are elected  annually
by  the  Board  of  Directors of the Company  to  serve  in  such
capacities until their successors are duly elected and qualified.

Item 2.   Properties.

      The information regarding the properties of the Company  is
set  forth  under  Item 1.  Business above and in  the  Notes  to
Consolidated  Financial Statements included in  Part  II  hereof.
The  Company's  principal office, located at 4100 Spring  Valley,
Suite  1001, Dallas, Texas  75244, is leased by PEII, which lease
expires May 2001.

Item 3.   Legal Proceedings.

      The  Company is not a party to any legal proceedings, other
than  various matters which all constitute ordinary legal matters
incidental  to its business.  However, affiliates of the  Company
are  claimants  or defendants in various legal proceedings  which
have  arisen  in  the ordinary course of business.   The  Company
believes  such claims and legal actions, individually or  in  the
aggregate,  will  not  have  a material  adverse  effect  on  the
business or financial condition or results of operations  of  the
Company and its subsidiaries taken as a whole.

NNW, Inc. Proceeding

     On  July 12, 1996, Panda Energy Corporation, a subsidiary of
the  Company  ("PEC"), filed an action against NNW, Inc.  ("NNW")
captioned  Panda  Energy  Corporation v.  NNW,  Inc.  f/k/a  Nova
Northwest Inc. (No. 96-07151-C), in the District Court of  Dallas
County,  Texas (68th Judicial District). PEC's petition sought  a
declaratory  judgment  that  the NNW's  cash  flow  participation
rights in PEC's credit agreement with NNW remain at 0.433%  after
the  restructuring  of  the Panda-Rosemary  Partnership  interest
pursuant  to  the terms of such credit agreement  with  NNW.  The
parties  settled  this dispute in December  1997  pursuant  to  a
settlement agreement and mutual release of claims, the  terms  of
which  are  maintained as confidential pursuant to the provisions
of  such agreement.  PEC does not believe that the terms of  this
settlement  agreement and mutual release of claims  will  have  a
material  adverse effect on the business, financial condition  or
results  of  operations of PEC and its subsidiaries, taken  as  a
whole, or the Company and its subsidiaries, taken as a whole.

Heard Proceedings

     PEC   is  a  party  to  a  lawsuit  captioned  Panda  Energy
Corporation, Plaintiff v. Heard Energy Corporation, CLF Energia Y
Electricidad,  S.A.,  Robert A. Wolf, Armin Alexander  Budzinsky,
Edward  R.  Gwynn, Donald L. Kinney, Morgan Stanley & Co.,  Inc.,
Allstate  Insurance  Company, Allstate  Life  Insurance  Company,
Entergy  Corporation, Entergy Enterprises, Inc.,  Entergy  Power,
Inc., Entergy Power Development Corporation, Anil Desai, Drs. IR.
Poerwanto  P.,  and PT Panca Serodja Pradhana,  Defendants,  (No.
94-0672-J),  District  Court  of  Dallas  County,  Texas   (191st
Judicial  District). PEC initiated this litigation in April  1994
and  alleges that defendants Wolf, Gwynn and Kinney,  former  PEC
employees,  formed a competing company (Heard Energy Corporation)
and  misappropriated certain of PEC's international power project
opportunities.  PEC  alleges that the other defendants  knowingly
participated,    collaborated    and/or    conspired    in    the
misappropriation.   PEC   alleges   causes    of    action    for
misappropriation, conspiracy, fraud, breach of  contract,  breach
of  fiduciary duty and legal malpractice against one or  more  of
the defendants and alleges damages in an unspecified amount.

     Defendant  Morgan Stanley filed a counterclaim on  September
14, 1995 against PEC, alleging that it had performed services for
PEC   pursuant  to  an  engagement  agreement  relating  to   the
Brandywine  Project. PEC terminated the engagement  agreement  on
May  4,  1993.  Morgan  Stanley  alleges  that  the  services  it
performed  prior  to such termination included assisting  PEC  in
obtaining  certain  regulatory  approvals,  preparing   a   draft
solicitation booklet and identifying potential project  financing
sources,  including  GE Capital. Morgan Stanley  further  alleges
that  PEC obtained financing from GE Capital after Morgan Stanley
was  terminated,  and  that  Morgan  Stanley  is  entitled  to  a
"transaction fee," either pursuant to the engagement agreement or
based on the value of the services it allegedly performed, in  an
amount  of not less than $4.3 million, plus attorneys'  fees  and
interest.

     Defendants Heard Energy Corporation, Wolf, Gwynn, Kinney and
Budzinsky  (the  "Heard Defendants") also  filed  a  counterclaim
during  November 1994 against PEC and a third-party claim against
Robert Carter and Janice Carter, alleging that PEC, Robert Carter
and  Janice Carter negligently made misrepresentations  of  PEC's
lack  of  a continued interest in developing international  power
projects.  The Heard Defendants allege that they would  not  have
engaged   in  allegedly  competing  international  power  project
transactions  but  for  these misrepresentations  and  that  they
incurred damages in the amount of approximately $5.0 million as a
result   of  these  misrepresentations,  such  damages  allegedly
consisting  of  expenses  incurred by Heard  Energy  Corporation,
certain  portions  of  which  allegedly  are  guaranteed  by  the
individual  Heard  Defendants. In both the counterclaim  and  the
third-party claim, the Heard Defendants further allege that  PEC,
Robert Carter and Janice Carter violated a confidentiality  order
relating  to  certain documents produced by the Heard  Defendants
during  the  discovery phase of this action  by  misappropriating
confidential  information in these documents for the  purpose  of
gaining  a  competitive advantage over Heard Energy  Corporation.
The  Heard  Defendants seek $5.0 million in damages  as  well  as
unspecified "exemplary" damages based on this alleged  violation.
PEC believes that the Heard Defendants' discovery order claim  is
not actionable as a claim for damages.

     On  March 15, 1996, all of the defendants filed motions  for
summary judgment, and PEC filed motions for summary judgment with
respect   to   Morgan  Stanley's  counterclaim  and   the   Heard
Defendants'  counterclaim and third-party claim. By letter  dated
April 30, 1996, the court advised all counsel that it intended to
grant  the  defendants' motions for summary judgment,  indicating
that PEC could not show legally sufficient evidence of damages to
sustain its claims. This order was entered on June 19, 1996.

     PEC has appealed the court's ruling. In light of the court's
ruling  and  pending  the appeal, Morgan Stanley  and  the  Heard
Defendants  have dismissed without prejudice their  counterclaims
and  third-party claims, and PEC has agreed that  any  applicable
statutes  of  limitations or other time-based  defenses  will  be
tolled during the pendency of the appeal.

     The  Company  has  been informed by PEC that  PEC  does  not
believe that either the Morgan Stanley counterclaim or the  Heard
Defendants' counterclaims and third-party claims will be  refiled
unless  and  until the judgment dismissing PEC's  claims  against
those parties is reversed and remanded to the trial court by  the
appellate  court. In any event, PEC does not believe  that  these
counterclaims  or  third-party claims, if  reasserted,  have  any
merit,  nor  does  PEC believe that these claims,  if  eventually
decided adversely to PEC, would have a material adverse effect on
the business, financial condition or results of operations of PEC
and  its  subsidiaries, taken as a whole, or the Company and  its
subsidiaries, taken as a whole.

Brandywine Proceeding

     On  June 26, 1996, certain plaintiffs commenced a proceeding
against   the  Panda-Brandywine  Partnership  and  one   of   its
contractors (as well as other subcontractors) captioned  Jeannine
McConnell, McConnell Pool Service, Inc. and McConnell  Fuel  Oil,
Inc. v. Panda-Brandywine, L.P. and Flippo Construction (Case  No.
CV 96-1344) in the Circuit Court for Charles County, Maryland. In
this  proceeding, plaintiffs allege that in connection  with  the
construction of an effluent water pipeline, a contractor for  the
Panda-Brandywine Partnership, Flippo Construction ("Flippo") (and
its  subcontractors)  and the Panda-Brandywine  Partnership  left
their  easement  and inadvertently trespassed on  to  plaintiffs'
property.  While  on  plaintiffs'  property,  Flippo   (and   its
subcontractors)  and  the Panda-Brandywine Partnership  allegedly
dug  a  deep  and  wide hole which extended onto the  plaintiff's
property  to  locate a buried pipe. Plaintiffs allege  that  this
trespass  damaged the property, decreased its fair  market  value
and resulted in loss of use thereof. Plaintiffs claim damages  in
numerous counts that aggregate to $3.25 million in actual damages
against  each  defendant plus punitive damages  aggregating  $3.0
million against all defendants.

     The   Panda-Brandywine  Partnership  intends  to  vigorously
contest  this proceeding. The Company does not believe  that  the
outcome of this proceeding will have any material adverse  effect
on  the business, financial condition or results of operations of
the Company and its subsidiaries, taken as a whole, or the Panda-
Brandywine  Partnership. In the opinion of  the  Panda-Brandywine
Partnership  and  the Company, the contract  between  the  Panda-
Brandywine  Partnership and Flippo requires Flippo  to  hold  the
Panda-Brandywine Partnership harmless for any activities relating
to the plaintiffs' property.

Florida Power Proceedings

     In  January  1995,  Florida  Power  Corporation,  a  Florida
corporation ("Florida Power"), commenced a proceeding before  the
Florida  Public  Service Commission ("Florida PSC")  against  the
Kathleen  Partnership, an affiliate of the Company, captioned  In
re:  Petition for Declaratory Statement Regarding Eligibility for
Standard  Offer Contract and Payment Thereunder by Florida  Power
Corporation, Case No. 950110-EI. Florida Power's petition  sought
a  declaratory statement that a power purchase agreement  between
Panda-Kathleen, L.P., an affiliate of the Company (the  "Kathleen
Partnership") and Florida Power, is not available to the Kathleen
Partnership   because   the   Kathleen   Partnership's   proposed
cogeneration  facility allegedly is not in  compliance  with  the
Florida PSC's rules (because it may be capable of exceeding 75 MW
in  electric generating capacity). Additionally, if the  contract
is  "available" to the Kathleen Partnership, Florida Power sought
a declaratory statement that it is only obligated to pay capacity
payments  under  the  power purchase agreement  relating  to  the
Kathleen  Facility  for a term of 20 years rather  than  for  the
entire 30-year term of the power purchase agreement. The Kathleen
Partnership   filed  a  cross-petition  seeking   a   declaratory
statement  that  the  milestone  dates  in  the  power   purchase
agreement  must  be  extended  due to  Florida  Power's  improper
actions  and as a result of the delays in developing the Kathleen
Facility  caused  by  Florida Power's petition  and  the  ensuing
proceeding before the Florida PSC. The Kathleen Partnership filed
a motion to dismiss the proceeding based on lack of jurisdiction,
but  that  motion was denied by the Florida PSC. In  February  of
1996, the Florida PSC held a one-day hearing.

     On  May 20, 1996, the Florida PSC issued a decision granting
Florida  Power's  petition, and holding that the  power  purchase
agreement  is not available to the Kathleen Facility as  proposed
because it has an electric generating capacity in excess of 75 MW
and  that  Florida  Power  is  only obligated  to  make  capacity
payments  under the power purchase agreement for  20  years.  The
Florida  PSC's  decision also granted the Kathleen  Partnership's
cross-petition  insofar as it grants the Kathleen Partnership  an
18-month   extension   to  meet  the  construction   commencement
milestone  date and an 18-month extension to meet the  commercial
operation  milestone date. The Kathleen Partnership has  appealed
the  Florida  PSC's order to the Florida Supreme  Court  and  the
Florida   Supreme  Court  upheld  the  decision.   The   Kathleen
Partnership filed a Writ of Certiorari with the Supreme Court  of
the United States regarding this matter in February, 1998.

     There  are two actions related to this matter pending before
the  Florida  Supreme Court and the United States District  Court
for the Middle District of Florida.  The Company does not believe
that an adverse result in this case would have a material adverse
effect  on  the  business,  financial  condition  or  results  of
operations of the Company and its subsidiaries, taken as a whole.

National Development and Research Corporation Proceeding

      On  October  14,  1997,  Panda Global  Energy  Company,  an
affiliate of the Company (", commenced a proceeding  in  the
District   Court  of  Dallas  County,  101st  Judicial   District
captioned Panda Global Energy Company v. National Development and
Research  Corporation  and Robert E. Tang,  Case  No.  97-9315-E.
PGE's  petition sought a declaratory judgment for the termination
of  various  agreements between PGE and National Development  and
Research  Corporation ("NDR") regarding the development of  power
projects  in the PRC.  On December 9, 1997 NDR filed  a  counter-
claim  against  PGE  and Robert W. Carter asserting  that,  among
other things, such agreements are still in effect and that NDR is
entitled   to  certain  payments  thereunder.   This   proceeding
currently  is  in  the  discovery stage.  The  Company  does  not
believe  that an adverse result in this proceeding would  have  a
material  adverse effect on the business, financial condition  or
results of operations of the Company and its subsidiaries, taken
as a whole, or PGE and its subsidiaries, taken as a whole.

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

      No  matters  were  submitted to a vote of security  holders
during  the  fourth  quarter of the Company's fiscal  year  ended
December 31, 1997.

                             PART II

Item 5.   Market for the Registrant's Common Stock and Related
Security Holder Matters.

     There  is  no  established market for the  Company's  Common
Stock,  $1.00 par value, all of which is owned by Holdings.   The
Company  has  not paid cash dividends on shares  of  its  capital
stock since its inception.  The indenture governing the Company's
12 1/2% Registered Senior Secured Notes due 2004 imposes  certain
restrictions  on  the Company's ability to declare  or  pay  cash
dividends  to  Holdings  and make certain  distributions  on  its
capital  stock.   See "Management's Discussion  and  Analysis  of
Financial  Condition and Results of Operations."

Item 6.   Selected Financial Data.

                     SELECTED FINANCIAL DATA
                  (in thousands, except ratios)

       The  following  table  sets  forth  selected  consolidated
financial data of the Company as of December 31, 1994, 1995, 1996
and  1997,  and  for the period from inception  (July  20,  1994)
through December 31, 1994, and the years ended December 31, 1995,
1996  and 1997.  The information presented below has been derived
from  financial  statements.  Because the Company  has  been  and
continues to be in the development stage since formation, it  has
no  operating revenues.  Because the Issuer had no fixed  charges
prior  to  1997, presentation of the ratio of earnings  to  fixed
charges for earlier periods is not applicable.  In 1997, earnings
were  insufficient to cover fixed charges by $12,822.   The  data
should  be  read  in  conjunction with  the  Company's  financial
statements,  including  the notes thereto.   Dollar  amounts  are
presented in thousands.
<TABLE>
<CAPTION>

                            Period From
                             Inception
                               through         Year Ended December 31,
                             December 31,
                               1994       1995        1996      1997
<S>                          <C>       <C>        <C>       <C>
 Statement of
 Operations Data
 Interest Income..           $  -      $   -      $    -    $  5,521

 General and
 administrative
 expenses.                    203        444       1,654       3,497
 Interest and letter
 of credit fees.                -          -           -      12,072
 Amortization of debt
 issuance costs                 -          -           -         717
                            -----      -----     -------    --------
   Total expenses             203        444       1,654      16,286
                            -----      -----     -------    --------
 Net loss before                        (444)     (1,654)    (10,765)
 minority interest           (203)
 Minority interest
                            -----      -----     -------    --------
   Net loss......           $(203)     $(444)    $(1,654)   $(10,765)
                            =====      =====     =======    ========

                                            December 31,
                             1994       1995           1996      1997
 Balance Sheet Data
 Cash and other
 current assets              $101     $    6      $   506    $ 75,013
 Power plant and
 equipment (net)              428      1,059        3,292      36,131
 Reserves and escrow
 deposits, and other
 assets                         -          -            -      47,481
                            -----     ------      -------    --------
  Total assets               $529     $1,065      $ 3,798    $158,625
                            =====     ======      =======    ========

 Current liabilities         $ --     $   --       $   --    $  9,778
 Long-term debt                --         --           --     145,654
 Minority interest             --         --            -       5,741
 Shareholder's equity
 (deficit)                    529      1,065        3,798     (2,547)
                            -----     ------      -------    --------
Total liabilities and
 shareholder's equity
 (deficit)                   $529     $1,065      $ 3,798    $158,625
                            =====     ======      =======    ========
</TABLE>
Item  7.    Management's  Discussion and  Analysis  of  Financial
Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and
Results of Operations

      The  Company  is a development stage enterprise  having  no
operating revenues.  Prior to April 1997, when financing for  the
Luannan  Project was completed by the issuance of $145.0  million
discounted   principal  amount  of  Senior  Secured  Notes,   the
Company's results of operations included no revenues and included
only  general  and  administrative expenses  allocated  from  its
ultimate  parent (Panda Energy International, Inc.)  for  certain
accounting,  legal,  insurance  and  consulting  services.   Such
expenses  increased  from 1995 to 1996, and from  1996  to  1997,
primarily due to the increased administrative assistance required
to  support  the Luannan Project and the Nepal Project  as  their
development  (and  construction,  with  respect  to  the  Luannan
Project)  continues.  After the issuance of  the  Senior  Secured
Notes  in  April  1997,  the Company has also  incurred  interest
expense  and amortization of debt issuance costs and  has  earned
interest  income  on  the construction and debt  service  reserve
funds that are maintained under the debt agreement.

      The Company has historically depended on advances from  its
parent  to  fund  its  development  costs  and  its  general  and
administrative  expenses.    With the  successful  completion  of
financing for the Luannan Project (which occurred in April  1997)
and  for  the  Nepal Project (which occurred in  December  1997),
management  anticipates that advances from  the  parent  will  no
longer   be   required  to  fund  development  and   construction
activities for those projects.

Impact of Inflation

      Inflationary  increases in the Company's  costs,  primarily
project  development costs, energy costs, and capital costs,  may
be  offset  by  increases in revenue as provided in  the  various
purchase agreements, although competition may limit the Company's
ability  to  fully  recover  all  such  increases.   The  Company
attempts,  where  possible, to obtain  provisions  in  its  power
purchase agreements whereby certain revenue components,  such  as
energy payments, may be adjusted with inflationary increases. The
Company  currently  believes  that  inflation  will  not  have  a
material  adverse  effect  on the Company's  financial  position,
results of operations or cash flows in the foreseeable future.

Year 2000 Matters

     The Year 2000 Issue is the result of computer programs being
written  using  two  digits  rather  than  four  to  define   the
applicable  year.  Any of the  Company's computer  programs  that
have time-sensitive software may recognize a  date using "00"  as
the year 1900 rather than the year 2000. This could result in   a
system   failure   or  miscalculations  causing  disruptions   of
operations,  including, among other things, a temporary inability
to  process  transactions,  send invoices, or engage  in  similar
normal business activities.

     In   1998,  the  Company  initiated  a  review  of  existing
accounting  software to determine the impact  of  the  Year  2000
Issue.   Although  such  review is still in  process,  management
estimates   that  the Year 2000 Issue will not  pose  significant
operational  problems  for  its   computer  systems.  All   costs
associated with this conversion, which are not anticipated to  be
material, are  being expensed as incurred.

Item 8.   Financial Statements and Supplementary Data

      The  Financial  Statements  and  Supplementary  Data  filed
herewith begin on page F-1 hereof.

Item  9.    Changes  in  and Disagreements  with  Accountants  on
Accounting and Financial Disclosure

None

                            PART III

Item 10.  Directors and Executive Officers of the Registrant

     The  number of members of the Board of Directors of  Company
has been set at two, but the number may be increased or decreased
by  the Board of Directors or the stockholders. Directors of  the
Company  are  elected  annually and each elected  director  holds
office  until a successor is elected. Robert W. Carter and  Brian
G.  Trueblood are the current directors of and the Company.   All
executive  officers of the Company are elected  annually  by  the
Board  of  Directors of the company to serve in  such  capacities
until their respective successors are duly elected and qualified.

     The  Articles of Association of the Company provide that the
Company   shall   always  have  an  individual  serving   as   an
"Independent  Director"  who shall have  the  right  to  vote  or
consent  only on, and whose affirmative vote or consent shall  be
required  with  respect to, any decision by the  Company  or  the
Board of Directors of the Company to  (i) make an assignment  for
the  benefit  of  creditors,  apply  for  the  appointment  of  a
custodian, receiver or trustee for it or its property,  or  admit
in  writing to its inability to pay its debts generally  as  they
become  due; (ii) engage in any business activity other  than  as
set  forth in the Memorandum of Association of the Company; (iii)
present  an  application for the winding up of any subsidiary  of
the  Company,  or  (iv) authorize the Company  to  vote,  in  the
Company's capacity as shareholder in any subsidiary which  has  a
similar independent director, to amend such subsidiary's Articles
of   Incorporation  to  broaden  the  business  purpose  of  such
subsidiary  or  to take any action similar to that  described  in
(i), (ii) or (iii) above regarding such subsidiary.  The Articles
of  Association  of  the  Company provide  that  the  Independent
Director shall be a person who is not and has not been,  for  the
five years preceding his election, (i) a direct or indirect legal
or beneficial owner of the Company or its affiliates (or a member
of  the  immediate  family  of  such  owner),  (ii)  a  creditor,
supplier,  officer, director, promoter, underwriter,  manager  or
contractor of the Company or any of its affiliates (or  a  member
of the immediate family of any such officer or director) or (iii)
a  person  (or  a  member of the immediate family  of  a  person)
employed  by  the  Company or any of its  affiliates  or  by  any
creditor,  supplier,  employee, stockholder,  officer,  director,
promoter,   underwriter,  manager  or  contractor  thereof.   The
Independent  Director may, however, serve in  such  capacity  for
other  affiliates  of  the  Company.  In  March  1998,  Brian  G.
Trueblood was elected as the Independent Director of the Company.

     The  following table sets forth the names and  ages  of  the
directors  and  the executive officers of the Company  and  their
positions with the Company. Since the formation of  the  Company,
each executive officer of the Company has held the same office(s)
with  the  Company  that  he  or she has  held  with  each  other
corporation that is currently affiliated with the Company.

          Name          Age    Position with the Issuer and the
                                           Company

  Robert W. Carter       59   Director,  Chairman of  the  Board
                              and Chief Executive Officer
  Darol S. Lindloff      59   President
  Janice Carter          55   Executive Vice President,
                              Secretary and Treasurer
  William C. Nordlund    43   Executive Vice President, Finance
  Ralph T. Killian       51   Executive Vice President and
                              Operations Manager
  Steven W. Crain        47   Senior Vice President, Business
                              Development
  Ted C. Hollon          47   Senior Vice President, Project
                              Development
  L. Stephen Rizzieri    42   Senior  Vice President and General
                              Counsel
  Brian G. Trueblood     36   Independent Director


     Robert  W.  Carter has been the Chairman of  the  Board  and
Chief  Executive Officer of PEII since January 1995.  Mr.  Carter
has  held  similar chief executive positions with  PEC,  also  an
affiliate  of the Company, and its subsidiaries since he  founded
PEC in 1982.  Mr. Carter also is President of Robert Carter Oil &
Gas,  Inc. (an oil and gas exploration company), which he founded
in  1980. From 1978 to 1980, Mr. Carter was Vice President of oil
and  gas  lease sales for Reserve Energy Corporation (an oil  and
gas  exploration  company). From 1974 to 1978,  he  served  as  a
marketing  consultant to Forward Products, Inc. (a  petrochemical
company).  Mr.  Carter  was Executive Vice  President  of  Blasco
Industries  (a chemical and textile manufacturer)  from  1970  to
1974.  He served as a sales representative and sales manager  for
Olin  Mathieson Chemical Corporation (a petrochemical,  pulp  and
paper  company) from 1965 to 1970. From 1960 to 1965,  he  was  a
sales  representative for Inland, Mead Paper Company in  Atlanta.
Mr.  Carter  attended the University of Georgia.  Mr.  Carter  is
married to Janice Carter.

     Darol  S.  Lindloff  was  appointed  President  of  PEII  in
February 1997. Prior thereto, he served as Senior Vice President,
project Development of PEII from January 1996. He served as  Vice
President  of  PEI  from  January 1993 to  January  1996  in  the
capacities  of  Business  Development,  Technical  Director   and
project Development. Mr. Lindloff served as Marketing Manager for
PEC  from October 1989 until January 1993. From December 1987  to
October  1989,  Mr.  Lindloff established a  regional  office  in
Dallas   for   Southwest  Research  Institute  (a  research   and
development  company)  and  served  as  Regional  Director.  From
January  1986  to  December  1987, Mr.  Lindloff  worked  on  the
development of cogeneration facilities for Hawker Siddeley  Power
Engineering,  Inc. (a British engineering company).  During  1984
and 1985, he worked in the development of cogeneration facilities
for  Central  & Southwest Corporation's subsidiary, C&SW  Energy,
Inc.   (an   energy   company).  Mr.  Lindloff   graduated   from
Southwestern  University with a Bachelor  of  Science  degree  in
organic chemistry.

     Janice   Carter  has  been  the  Executive  Vice  President,
Secretary, Treasurer and a Director PEII since January  1995  and
has  served  in such capacities with PEC since its  inception  in
1982.  From  1975  to  1980, Mrs. Carter was  office  manager  of
Reserve Energy Corporation. From 1969 to 1972, Mrs. Carter worked
for  University  Computing, and from 1962 to  1968  she  directed
administration   for   the   engineering   department   of   Otis
Engineering, a division of Halliburton International. Mrs. Carter
also  serves as Vice President and Secretary/Treasurer of  Robert
Carter   Oil  &  Gas,  Inc.  Mrs.  Carter  attended  Texas   Tech
University. Mrs. Carter is married to Robert W. Carter.

     William  C. Nordlund has served as Executive Vice President,
Finance of PEII since February 1997. Prior thereto, he served  as
Senior  Vice  President and General Counsel of PEII since  August
1996, as Vice President and General Counsel of PEII since January
1995  and  of  PEC since January 1994. Mr. Nordlund  was  General
Counsel  of  PEC from April 1993 to January 1994. He  was  Senior
Vice President and General Counsel from August 1992 to April 1993
and  Vice  President and General Counsel from September  1991  to
August  1992  for  The  Oxford Energy  Company,  a  developer  of
independent  power facilities. From July 1990 to September  1991,
Mr.  Nordlund was an attorney with Constellation Holdings,  Inc.,
an  affiliate of Baltimore Gas & Electric Company which developed
independent  power  facilities. Prior to  July  1990,  he  was  a
partner  in  the  law firm of Winston & Strawn  in  Chicago.  Mr.
Nordlund  earned  a  Bachelor  of  Arts  degree  from  Vanderbilt
University,  a  Juris Doctor degree from Duke  University  and  a
Master of Management degree from the J.L. Kellogg Graduate School
of Business at Northwestern University.

     Ralph  T.  Killian served as Senior Vice President  of  PEII
since  May  1994,  and  has  been Executive  Vice  President  and
Operations  Manager  since March 1998.  Mr. Killian  has  overall
responsibility for asset management which includes  operations  &
maintenance,   fuel,  procurement  and  management,   and   power
marketing  for  facilities.   Mr.  Killian  also  leads  a  group
responsible  for  development of PEII's merchant  plants  in  the
United States.  Between November 1989 and April 1994, Mr. Killian
served as Vice President of Natural Resources for PEC.  From 1988
to   1989,  he  was  Senior  Vice  President  of  Texas   Eastern
Corporation  (an  energy company).  From 1969 to  1988,  he  held
various   natural   gas  marketing  and  engineering   management
positions  with  Amoco Corporation (an energy company)  including
Regional  Natural  Gas  Marketing Manager  for  Amoco  Production
Company's  Denver  region.   Mr.  Killian  graduated   from   the
University of

     Steven  W.  Crain  has  served  as  Senior  Vice  President,
Business  Development  of PEII since February  1997.   Mr.  Crain
joined  Panda in 1996, originally serving as Director of Business
Development for the Asian sub-continent.  Prior to joining Panda,
Mr.  Crain  served  for over 18 years in various  capacities  for
Eagleton  Engineering  Company, an engineering  and  construction
management  firm  specializing in  oil  and  gas  processing  and
transportation.   Mr.  Crain  served  as  a  Vice  President  for
Business  Development and member of the Board of  Directors  from
1987  and 1995.  He also served as the resident Managing Director
of the Eagleton Saudi Arabia office for six years.   From 1974 to
1977,  Mr.  Crain  served as a Design Engineer for  Stearns-Roger
(now  Raytheon)  where he was involved in  the  design  of  coal-
burning  power  plants.  Mr. Crain earned a Bachelor  of  Science
Degree in Electrical Engineering from Rice University, and  is  a
registered professional engineer.

     Ted  C.  Hollon has served as Senior Vice President, Project
Development  of  PEII since August 1997.  Prior  to  his  current
position,  he served as Vice President of Construction  for  PEII
since  March 1995.  Mr. Hollon served as project manager for  the
Company's 230 megawatt Panda-Brandywine Facility from March  1993
until  March 1995.  Mr. Hollon previously held various  positions
with several prominent international engineering and construction
companies  such  as Brown & Root International and  CSR  Serrine.
Mr.  Hollon  has  over  25  years of  international  construction
experience.   He earned a Bachelor of Science degree  from  Texas
A&M University.

     L. Stephen Rizzieri has served as Vice President and General
Counsel  of  PEII  since February 1997 and has been  Senior  Vice
President and General Counsel since March 1998. Prior thereto, he
served  as  Deputy General Counsel since April  1996.  From  1993
until he joined PEII, he was Assistant General Counsel of ENSERCH
Development   Corporation,  the  independent  power   development
affiliate of ENSERCH Corporation. From 1985 to 1993, Mr. Rizzieri
served in various capacities with Sunshine Mining Company and its
affiliated companies, most recently as Assistant General  Counsel
and Secretary. From 1981 to 1985, he served in various capacities
with Woods Petroleum Corporation (which was purchased by Sunshine
Mining  Company  in 1985) and its affiliates,  most  recently  as
President of Woods Securities Corporation. In 1980, Mr.  Rizzieri
served as Deputy General Counsel - Enforcement Division, Oklahoma
Securities  Commission. Mr. Rizzieri earned a  Bachelor  of  Arts
degree  from  the State University of New York at Geneseo  and  a
Juris Doctor degree from the University of Oklahoma.

     Brian  G. Trueblood became the Independent Director  of  the
Company  in  March 1997. He has served since February  1997,  and
also from September 1989 through August 1994, as a senior partner
in  the  Dallas  office  of  Lucas Associates  (an  Atlanta-based
executive  search firm). From August 1994 to February  1997,  Mr.
Trueblood  served  as  Vice President of TNS  Partners,  Inc.  (a
Dallas-based  retained  executive  search  firm).  Mr.  Trueblood
received a Bachelor of Science degree in general engineering from
the United States Military Academy. Mr. Trueblood also serves  as
the Independent Director of various other subsidiaries of PEII.

Item 11.  Executive Compensation and Benefits

     No  cash,  stock options or other non-cash compensation  has
been paid or is proposed to be paid in the current calendar year,
or  in the last completed fiscal year, to any of the officers and
directors  listed under "Management" for their  services  to  the
Company. Mr. Trueblood is currently paid $1,000 annually  by  the
Company for serving as an Independent Director thereof.

Item  12.   Security Ownership of Certain Beneficial  Owners  and
Management

     Panda Global Holdings, Inc. owned beneficially, at March 25,
1998,  one  hundred percent (100%) of the issued and  outstanding
shares  of the Company's common stock, $1.00 par value, which  is
the  only  security  entitled to vote for  the  election  of  the
Company's directors.  No director or officer of the Company  owns
any shares of any class of the Company's equity securities.

Item 13.  Certain Relationships and Related Transactions

      Since the date of incorporation of the Company, there  have
been  no  transactions, and there currently are not any  proposed
transactions,  or series of similar transactions,  to  which  the
Company  (or any of it's subsidiaries) was or is to be party,  in
which the amount involved exceeds $60,000 and in which a director
or  executive  officer of the Company, has a  material  interest.
Additionally, there are no business relationships that  currently
exist  or  have  existed since the date of incorporation  of  the
Company, involving the Company, on the one hand, and any director
of  the Company (or an affiliate thereof), on the other hand.  No
director or executive officer of the Company has been indebted to
the Company, since the date of incorporation of the Company.

Item 14.  Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.

     (a)  The  following documents are filed as a  part  of  this
          Annual Report on Form 10-K:

     1.   Consolidated Financial Statements.

      See  Index to Financial Statements and Financial  Statement
Schedules on page F-1 hereof.

     2.   Consolidated Financial Statement Schedules.

      See  Index to Financial Statements and Financial  Statement
Schedules on page F-1 hereof.

      Schedules other than those listed on the accompanying Index
to  Financial  Statements and Financial Statement  Schedules  are
omitted  for  the reason that they are either not  required,  not
applicable  or  the  required information   is  included  in  the
consolidated financial statements or notes thereto.

     3.   Exhibits.

Exhibit
Number    Exhibit Description

3.01      Memorandum of Association of Panda Global Energy
          Company. (1)

3.02      Articles of Association of Panda Global Energy Company.
          (1)

4.01      Trust Indenture, dated April 22, 1997, between Panda
          Global Energy Company and Bankers Trust Company as
          Trustee. (1)

4.02      First Supplemental Indenture between Panda Global
          Energy Company and Bankers Trust Company, as Trustee,
          dated April 22, 1997. (1)

4.03      Registration Rights Agreement among Panda Global Energy
          Company,  Panda  Global Holdings, Inc.  and  Donaldson,
          Lufkin  & Jenrette Securities Corporation, dated  April
          22, 1997.  (1)

4.04      Form  of 12-1/2% Senior Secured Notes due 2004 of Panda
          Global Energy Company. (1)

4.05      Form of 12-1/2% Registered Senior Secured Note due 2004
          of Panda Global Energy Company. (1)

4.06      Trust  Indenture, dated April 22, 1997,  between  Panda
          Global  Holdings,  Inc. and Bankers Trust  Company,  as
          Trustee. (1)

4.07      First  Supplemental Indenture, dated  April  22,  1997,
          between  Panda Global Holdings, Inc. and Bankers  Trust
          Company, as Trustee. (1)

10.01     Joint  Venture  Contract for Tangshan  Panda  Heat  and
          Power  Co.,  Ltd.,  dated September  4,  1994,  between
          Luannan  County  Heat  &  Power Plant  and  Pan-Western
          Energy  Corp.,  LLC,  as  amended  July  19,  1996  and
          November 18, 1996, respectively. (1)

10.02     Joint  Venture  Contract for Tangshan Pan-Western  Heat
          and  Power Co., Ltd., dated September 3, 1994,  between
          Tangshan  Luanhua  Co. (Group) and  Pan-Western  Energy
          Corp.,  LLC, as amended July 19, 1996 and November  18,
          1996, respectively. (1)

10.03     Joint  Venture  Contract for Tangshan Cayman  Heat  and
          Power  Co.,  Ltd., dated May 11, 1996, between  Luannan
          County Heat & Power Plant and Pan-Western Energy Corp.,
          LLC,  as  amended July 19, 1996 and November 18,  1996,
          respectively. (1)

10.04     Joint Venture Contract for Tangshan Pan-Sino Heat  Co.,
          Ltd.,  dated May 28, 1996, between Luannan County  Heat
          Company  and Pan-Western Energy Corp., LLC, as  amended
          July 19, 1996 and November 18, 1996, respectively. (1)

10.05     Coal  Supply Agreement between Tangshan Panda Heat  and
          Power Co., Ltd. and Kailuan Coal Mining Administration,
          dated February 3, 1996. (1)

10.06     General  Interconnection Agreement between North  China
          Power Group Company, Tangshan Panda Heat and Power Co.,
          Ltd. and Tangshan Pan-Western Heat and Power Co., Ltd.,
          dated September 22, 1995. (1)

10.07     Electric  Energy  Purchase and Sales Agreement  between
          North  China Power Group Company, Tangshan  Panda  Heat
          and  Power Co., Ltd. and Tangshan Pan-Western Heat  and
          Power Co., Ltd., dated September 22, 1995. (1)

10.08     Supplemental Agreement for General Interconnection  and
          Electric  Energy  Purchase and Sales Agreement  Between
          North  China Power Group Company, Tangshan  Panda  Heat
          and  Power Co., Ltd. and Tangshan Pan-Western Heat  and
          Power Co., Ltd. dated February 10, 1996. (1)

10.09     Construction Agreement between North China Power  Group
          Company,  Tangshan Panda Heat and Power Co.,  Ltd.  and
          Tangshan  Pan-Western Heat and Power Co.,  Ltd.,  dated
          February 10, 1996. (1)

10.10     Loan Agreement between North China Power Group Company,
          Tangshan  Panda Heat and Power Co., Ltd.  and  Tangshan
          Pan-Western  Heat and Power Co., Ltd.,  dated  February
          10, 1996, as amended June 18, 1996. (1)

10.11     Agency  Contract  for  Entrusted  Loan  between   China
          Information Trust and Investment Corporation,  Tangshan
          Panda Heat and Power Co., Ltd. and Tangshan Pan-Western
          Heat  and  Power  Co. Ltd., dated  June  18,  1996,  as
          amended July 17, 1996. (1) (3)

10.12     Transfer  of Loan Agreement among Tangshan  Panda  Heat
          and  Power  Co.,  Ltd., Tangshan Pan-Western  Heat  and
          Power  Co., Ltd. and Tangshan Pan-Sino Heat  Co.,  Ltd.
          (1)

10.13     Engineering,  Procurement  and  Construction   Contract
          among Tangshan Panda Heat and Power Co., Ltd., Tangshan
          Pan-Western  Heat and Power Co., Ltd. and Harbin  Power
          Engineering Company Limited, dated April 24,  1996,  as
          amended  July 4, 1996, September 14, 1996 and  December
          17, 1996, respectively. (1) (3)

10.14     Engineering  and Design Contract among  Hebei  Electric
          Power Survey and Design Institute, Tangshan Panda  Heat
          and  Power Company, Ltd. and Tangshan Pan-Western  Heat
          and  Power Company, Ltd., dated December 21,  1995,  as
          amended June 21, 1996. (1)

10.15     Guaranty by China Harbin Power Equipment Group Company,
          dated July 16, 1996. (1)

10.16     Performance  Guarantee  by The  Export-Import  Bank  of
          China, dated January 3, 1997. (1)

10.17     Amended   and   Restated  Operation   and   Maintenance
          Agreement  between Tangshan Heat and Power  Co.,  Ltd.,
          Tangshan Pan-Western Heat and Power Co., Ltd., Tangshan
          Cayman Heat and Power Co., Ltd., Tangshan Pan-Sino Heat
          Co., Ltd. and Duke/Fluor Daniel International Services,
          dated March 6, 1997. (1) (3)

10.18     Construction  Agreement  of  Heat  and  Steam   Network
          between  Tangshan Pan-Sino Heat Co., Ltd. and  Tangshan
          Heat and Engineering Company, dated June 20, 1996. (1)

10.19     Amended and Restated Shareholder Loan Agreement between
          Pan-Western Energy Corporation, LLC and Tangshan  Panda
          Heat and Power Co., Ltd., April 1, 1997 (1) (3)

10.20     Amended and Restated Shareholder Loan Agreement between
          Pan-Western  Energy Corporation, LLC and Tangshan  Pan-
          Western Heat and Power Co., Ltd., April 1, 1997 (1) (3)

10.21     Amended and Restated Shareholder Loan Agreement between
          Pan-Western Energy Corporation, LLC and Tangshan Cayman
          Heat and Power Co., Ltd., April 1, 1997 (1) (3)

10.22     Amended and Restated Shareholder Loan Agreement between
          Pan-Western  Energy Corporation, LLC and Tangshan  Pan-
          Sino Heat and Power Co., Ltd., April 1, 1997 (1) (3)

10.23     Water,  Heat,  Steam  and Hot Water  Supply  and  Usage
          Agreement  between  Tangshan  Cayman  Heat  and   Power
          Company,  Ltd.,  and  Tangshan  Panda  Heat  and  Power
          Company, Ltd., dated October 3, 1996. (1) (3)

10.24     Water,  Heat,  Steam  and Hot Water  Supply  and  Usage
          Agreement  between  Tangshan  Cayman  Heat  and   Power
          Company,  Ltd. and Tangshan Pan-Western Heat and  Power
          Company, Ltd., dated October 3, 1996. (1) (3)

10.25     Steam  for  Process and Heating Water  Sales  Agreement
          between  Tangshan Cayman Heat and Power Company,  Ltd.,
          and Tangshan Pan-Sino Heat Company, Ltd., dated October
          16, 1996. (1)

10.26     Articles  of  Association of Tangshan  Panda  Heat  and
          Power  Co.,  Ltd. between Luannan County Heat  &  Power
          Plant and Pan-Western Energy Corp., LLC dated September
          4, 1994. (1)

10.27     Articles  of Association for Tangshan Pan-Western  Heat
          and  Power  Co.,  Ltd.,  between Tangshan  Luanhua  Co.
          (Group)   and  Pan-Western  Energy  Corp.,  LLC,  dated
          September 3, 1994. (1)

10.28     Articles  of Association for Tangshan Cayman  Heat  and
          Power  Co., Ltd., between Luannan County Heat  &  Power
          Plant and Pan-Western Energy Corp., LLC, dated May  11,
          1996. (1)

10.29     Articles of Association for Tangshan Pan-Sino Heat Co.,
          Ltd.,  between  Luannan County Heat  Company  and  Pan-
          Western Energy Corp., LLC, dated May 28, 1996. (1)

10.30     Application Regarding Power Price among Tangshan  Panda
          Heat and Power Co., Ltd., Tangshan Pan-Western Heat and
          Power  Co.,  Ltd., and Tangshan Municipal Price  Bureau
          dated October 17, 1995, as amended October 18, 1995 and
          May 8, 1996, respectively. (1) (3)

10.31     Administrative Services Agreement between Panda  Energy
          International,  Inc. and Panda Global  Holdings,  Inc.,
          dated April 22, 1997. (1)

10.32     Development  Services  Agreement between  Panda  Energy
          International,  Inc. and Panda Global  Holdings,  Inc.,
          dated April 22, 1997. (1)

10.33     Form  of  Purchase Agreement among Donaldson, Lufkin  &
          Jenrette  Securities Corporation, Panda  Global  Energy
          Company,  Panda Global Holdings, Inc. and Panda  Energy
          International, Inc., dated April 11, 1997. (1)

10.34     Form  of  Issuer  Loan Agreement between  Panda  Global
          Energy Company and Pan-Western Energy Corporation, LLC,
          dated April 22, 1997. (1)

10.35     Form  of Issuer Note of Pan-Western Energy Corporation,
          LLC, dated April 22, 1997. (1)

10.36     Registered  Capital Contribution and  Agency  Agreement
          among  Tangshan  Panda  Heat and Power  Company,  Ltd.,
          Tangshan  Pan-Western  Heat and  Power  Company,  Ltd.,
          Tangshan  Cayman Heat and Power Company, Ltd., Tangshan
          Pan-Sino  Heat Company, Ltd., Luannan County  Heat  and
          Power  Plant,  Tangshan Luanhua  (Group)  Co.,  Luannan
          County Heat Company and Pan-Western Energy Corporation,
          LLC, dated March 26, 1997. (1)

10.37     Form  of  Account  Agreement among  Panda  Interfunding
          Corporation, Panda Energy Corporation and Panda  Global
          Holdings, Inc., dated April 22, 1997. (1)

10.38     Form  of  Pledge Agreement between Panda Global  Energy
          Company  and  Bankers Trust Company, as Trustee,  dated
          April 22, 1997. (1)

10.39     Form   of  Pledge  Agreement  between  Pan-Sino  Energy
          Development Company, LLC and Bankers Trust Company,  as
          Trustee, dated April 22, 1997. (1)

10.40     Form  of  Pledge  Agreement between Pan-Western  Energy
          Corporation, LLC and Bankers Trust Company, as Trustee,
          dated April 22, 1997. (1)

10.41     Form of Pledge Agreement between Panda Global Holdings,
          Inc. and Bankers Trust Company, as Trustee, dated April
          22, 1997. (1)

10.42     Form  of Cash Collateral Agreement between Panda Global
          Energy  Company and Bankers Trust Company, as  Trustee,
          dated April 22, 1997. (1)

10.43     Form  of  Cash Collateral Agreement between Pan-Western
          Energy  Corporation, LLC and Bankers Trust Company,  as
          Trustee, dated April 22, 1997. (1)

10.44     Form  of  Cash  Collateral Agreement  between  Pan-Sino
          Energy  Development  Company,  LLC  and  Bankers  Trust
          Company, as Trustee, dated April 22, 1997. (1)

10.45     Form   of   Pledge  Agreement  between   Panda   Energy
          International,  Inc.  and  Bankers  Trust  Company,  as
          Trustee, dated April 22, 1997. (1)

10.46     Form  of Cash Collateral Agreement between Panda Global
          Holdings,  Inc. and Bankers Trust Company, as  Trustee,
          dated April 22, 1997. (1)

10.47     Form  of Cash Collateral Agreement between Panda Energy
          Corporation  and  Bankers Trust  Company,  as  Trustee,
          dated April 22, 1997. (1)

10.48     Form    of   Guarantee   between   Pan-Western   Energy
          Corporation,  LLC, Tangshan Panda Heat and  Power  Co.,
          Ltd.  and  Tangshan Cayman Heat and  Power  Co.,  Ltd.,
          dated September 24, 1996. (1)

10.49     Form    of   Guarantee   between   Pan-Western   Energy
          Corporation,  LLC, Tangshan Panda Heat and  Power  Co.,
          Ltd. and Tangshan Pan-Western Heat and Power Co., Ltd.,
          dated September 24, 1996. (1)

10.50     Form    of   Guarantee   between   Pan-Western   Energy
          Corporation,  LLC, Tangshan Panda Heat and  Power  Co.,
          Ltd.  and  Tangshan  Pan-Sino  Heat  Co.,  Ltd.,  dated
          September 24, 1996. (1)

10.51     Form    of   Guarantee   between   Pan-Western   Energy
          Corporation, LLC, Tangshan Pan-Western Heat  and  Power
          Co.,  Ltd. and Tangshan Pan-Sino Heat Co., Ltd.,  dated
          September 24, 1996. (1)

10.52     Form    of   Guarantee   between   Pan-Western   Energy
          Corporation, LLC, Tangshan Pan-Western Heat  and  Power
          Co.,  Ltd. and Tangshan Panda Heat and Power Co., Ltd.,
          dated September 24, 1996. (1)

10.53     Form    of   Guarantee   between   Pan-Western   Energy
          Corporation, LLC, Tangshan Pan-Western Heat  and  Power
          Co., Ltd. and Tangshan Cayman Heat and Power Co., Ltd.,
          dated September 24, 1996. (1)

10.54     Form    of   Guarantee   between   Pan-Western   Energy
          Corporation, LLC, Tangshan Cayman Heat and  Power  Co.,
          Ltd. and Tangshan Panda Heat and Power Co., Ltd., dated
          September 24, 1996. (1)

10.55     Form    of   Guarantee   between   Pan-Western   Energy
          Corporation, LLC, Tangshan Cayman Heat and  Power  Co.,
          Ltd.   and  Tangshan  Pan-Sino  Heat  Co.  Ltd.,  dated
          September 24, 1996. (1)

10.56     Form    of   Guarantee   between   Pan-Western   Energy
          Corporation, LLC, Tangshan Cayman Heat and  Power  Co.,
          Ltd. and Tangshan Pan-Western Heat and Power Co., Ltd.,
          dated September 24, 1996. (1)

10.57     Form    of   Guarantee   between   Pan-Western   Energy
          Corporation, LLC, Tangshan Pan-Sino Heat Co., Ltd.  and
          Tangshan  Cayman  Heat  and  Power  Co.,  Ltd.,   dated
          September 24, 1996. (1)

10.58     Form    of   Guarantee   between   Pan-Western   Energy
          Corporation, LLC, Tangshan Pan-Sino Heat Co., Ltd.  and
          Tangshan  Pan-Western Heat and Power Co.,  Ltd.,  dated
          September 24, 1996. (1)

10.59     Form    of   Guarantee   between   Pan-Western   Energy
          Corporation, LLC, Tangshan Pan-Sino Heat Co., Ltd.  and
          Tangshan   Panda  Heat  and  Power  Co.,  Ltd.,   dated
          September 24, 1996. (1)

10.60     Operation and Maintenance Agreement between Bhote Koshi
          Power  Company  Private Limited and  Harza  Engineering
          Company International L.P. dated April 24, 1997. (1)

10.61     Amended  and  Restated  Contract for  the  Engineering,
          Procurement  and Construction of the Upper Bhote  Koshi
          Hydroelectric    project   between    China    Gezhouba
          Construction  Group Corporation and Bhote  Koshi  Power
          Company  Private Limited dated December 19, 1996  ("EPC
          Contract"). (1)

10.61.01  Change Order No. 001 to EPC Contract, dated February 1,
          1997. (4)

10.61.02  Change  Order No. 002 to EPC Contract, dated April  26,
          1997.  (4)

10.61.03  Change  Order No. 003 to EPC Contract, dated  September
          4, 1997. (4)

10.61.04  Change  Order No. 004 to EPC Contract, dated  September
          5, 1997. (4)

10.61.05  Change  Order  No. 005 to EPC Contract, dated  November
          12, 1997.  (4)

10.62     Project  Agreement between His Majesty's Government  of
          Nepal  and  Bhote  Koshi Power Company Private  Limited
          dated July 21, 1996. (1)

10.63     Power   Purchase   Agreement  between   His   Majesty's
          Government  of  Nepal  and Bhote  Koshi  Power  Company
          Private Limited dated July 21, 1996. (1)

10.64     Services  Agreement between Panda of  Nepal  and  Harza
          Engineering  Company International L.P.  (for  services
          provided outside of Nepal) dated July 11, 1997. (1)

10.65     Services  Agreement between Panda of  Nepal  and  Harza
          Engineering  Company International L.P.  (for  services
          provided in Nepal) dated July 11, 1997. (1)

10.66     Investment Agreement, General Conditions between  Bhote
          Koshi  Power  Company  Private  Limited,  International
          Finance  Corporation and DEG-Deutsche  Investitions-und
          Entwicklungsgesellschaft mbH dated December  18,  1997.
          (4)

10.67     Investment Agreement, Special Conditions between  Bhote
          Koshi  Power  Company Private Limited and  DEG-Deutsche
          Investitions-und  Entwicklungsgesellschaft  mbH   dated
          December 18, 1997. (4)

10.68     Investment Agreement, Special Conditions between  Bhote
          Koshi  Power  Company Private Limited and International
          Finance Corporation dated December 18, 1997.  (4)

10.69     Investment  Agreement, Definitions (Schedule  A)  dated
          December 18, 1997.  (4)

10.70     Participation Agreement in respect of B Loan  to  Bhote
          Koshi  Power  Company Private Limited between  Dresdner
          Bank  AG,  New  York  and  Grand  Cayman  Branches  and
          International  Finance Corporation dated  December  18,
          1997.  (4)

10.71     Participation Agreement in respect of B Loan  to  Bhote
          Koshi  Power Company Private Limited between Bayerische
          Vereinsbank  AG  and International Finance  Corporation
          dated December 18, 1997.  (4)

10.72     Participation Agreement in respect of B Loan  to  Bhote
          Koshi Power Company Private Limited between Nederlandse
          Financierings-Maatschappij   Voor   Ontwikkelingslanden
          N.V.   and  International  Finance  Corporation   dated
          December 18, 1997.  (4)

10.73     Share  Retention  and Project Funds  Agreement  between
          Bhote Koshi Power Company Private Limited, Panda Energy
          International, Inc., Panda Bhote Koshi, Panda of Nepal,
          Harza  Engineering  Company  International,  a  Limited
          Liability    Company,    Harza   Engineering    Company
          International, L.P., Resource Development  Consultants,
          a  Limited  Liability Company, RDC  of  Nepal,  Soaltee
          Enterprises  Private Ltd., Soaltee  Hotel  Ltd.,  Surya
          Enterprises  Private  Ltd., Himal  International  Power
          Corporation    Pvt.    Ltd.,   International    Finance
          Corporation,    and    DEG-Deutsche    Investitions-und
          Entwicklungsgesellschaft mbH dated December  18,  1997.
          (4)

10.74     Equity Subscription Agreement between Bhote Koshi Power
          Company  Private  Limited,  Himal  International  Power
          Corporation  Ltd., and Wilmington Trust  Company  dated
          December 18, 1997.  (4)

10.75     Equity Subscription Agreement between Bhote Koshi Power
          Company  Private Limited, Panda of Nepal and Wilmington
          Trust Company dated December 18, 1997.  (4)

10.76     Equity Subscription Agreement between Bhote Koshi Power
          Company  Private Limited, RDC of Nepal  and  Wilmington
          Trust Company dated December 18, 1997.  (4)

10.77     Shareholder's  Agreement  between  Bhote  Koshi   Power
          Company  Private  Limited,  Himal  International  Power
          Corporation  Pvt. Ltd., Panda of Nepal, RDC  of  Nepal,
          and  International Finance Corporation  dated  December
          18, 1997.  (4)

10.78     Shareholder's  Agreement between Panda Bhote  Koshi,  a
          Cayman  Islands  exempted company, Panda  of  Nepal,  a
          Cayman Islands exempted company and Panda Global Energy
          Company and MCNIC Nepal Limited, as the Shareholders of
          Panda Bhote Koshi, dated December 18, 1997.  (4)

10.78.01  Guarantee  Agreement  of  MCN  Investment  Corporation,
          dated December 18, 1997. (4)

10.78.02  Guarantee  Agreement  of  Panda  Energy  International,
          Inc., dated December 18, 1997. (4)

10.79     Master  Agreement  between Bhote  Koshi  Power  Company
          Private  Limited and International Finance  Corporation
          dated December 12, 1997.  (4)

10.80     Schedule and Annexes to Master Agreement between  Bhote
          Koshi  Power Company Private Limited  and International
          Finance Corporation dated December 12, 1997. (4)

10.81     HMGN  Letter Approval of Financing Documents  addressed
          to   International  Finance  Corporation,  DEG-Deutsche
          Investitions-und   Entwicklungsgesellschaft   mbH   and
          Wilmington Trust Company dated December 8, 1997.  (4)

10.82     Risk  Management Facility Agreement between Bhote Koshi
          Power Company Private Limited and International Finance
          Corporation dated December 18, 1997.  (4)

10.83     Trust and Retention Agreement between Bhote Koshi Power
          Company    Private   Limited,   International   Finance
          Corporation,        DEG-Deutsche       Investitions-und
          Entwicklungsgesellschaft  mbH  and   Wilmington   Trust
          Company dated December 18, 1997.  (4)

10.84     Nepal  Agency  and  Retention Agreement  between  Bhote
          Koshi  Power  Company  Private  Limited,  International
          Finance   Corporation,  DEG-Deutsche   Investitions-und
          Entwicklungsgesellschaft mbH, Wilmington Trust Company,
          as  Trustee,  and  Nepal Grindlays Bank  Limited  dated
          December 18, 1997.  (4)

10.85     Mortgage Deed between Bhote Koshi Power Company Private
          Limited,          DEG-Deutsche         Investitions-und
          Entwicklungsgesellschaft mbH, and International Finance
          Corporation dated December 19, 1997. (4)

10.86     Security  Agreement and Assignment between Bhote  Koshi
          Power  Company  Private Limited, International  Finance
          Corporation,        DEG-Deutsche       Investitions-und
          Entwicklungsgesellschaft  mbH  and   Wilmington   Trust
          Company, as Trustee, dated December 18, 1997.  (4)

10.87     Security  Agreement  and Assignment  between  Panda  of
          Nepal,  International Finance Corporation, DEG-Deutsche
          Investitions-und   Entwicklungsgesellschaft   mbH   and
          Wilmington  Trust Company, as Trustee,  dated  December
          18, 1997.  (4)

10.88     Share  Pledge  Agreement  between  Himal  International
          Power  Corporation Pvt. Ltd., Wilmington Trust Company,
          as  Trustee,  and  Bhote  Koshi Power  Company  Private
          Limited, dated December 18, 1997.  (4)

10.89     Share Pledge Agreement between RDC of Nepal, Wilmington
          Trust  Company,  as  Trustee,  and  Bhote  Koshi  Power
          Company Private Limited, dated December 18, 1997.  (4)

10.90     Share  Pledge  Agreement  between  Panda  Bhote  Koshi,
          Wilmington  Trust  Company, as Trustee,  and  Panda  of
          Nepal, dated December 18, 1997. (4)

10.91     Share   Pledge  Agreement  between  Panda   of   Nepal,
          Wilmington  Trust Company, as Trustee, and Bhote  Koshi
          Power Company Private Limited, dated December 18, 1997.
          (4)

10.92     Performance Guarantee by Industrial and Commercial Bank
          of China, dated December 10, 1997. (4)

10.93     Equity  Letter of Credit by The Northern Trust  Company
          for  the  account of RDC of Nepal, dated  December  16,
          1997. (4)

10.94     Equity  Letter of Credit by The First National Bank  of
          Chicago  for  the  account of  Panda  of  Nepal,  dated
          December 17, 1997.  (4)

10.95     Bhote Koshi Power Company Private Limited  Amended  and
          Restated   Joint   Venture  Agreement   between   Himal
          International Power Corporation Ltd., Panda  of  Nepal,
          RDC  of  Nepal  and International Finance  Corporation,
          dated December 12, 1997.  (4)

10.96     Articles  of  Association of Bhote Koshi Power  Company
          Private Limited, dated August 22, 1997. (4)

10.97     Memorandum of Association of Bhote Koshi Power  Company
          Private Limited, dated August 22, 1997. (4)

10.98     Engineering  Services  Agreement  between  Bhote  Koshi
          Power  Company  Private Limited  and Harza  Engineering
          Company International L.P., dated December 1, 1997. (4)

12.00     Computation of Ratio of Earnings to Fixed Charges. (2)

21.00     Subsidiaries of Registrant. (2)

24.00     Powers of Attorney, included on signature page hereof.(2)

27.00     Financial Data Schedule. (2)


(1)    Previously   filed  as  an  exhibit  to  the  Registration
Statement  on  Form S-1 (Registration No. 333-29005)  of  Panda
Global  Holdings,  Inc. and Panda Global  Energy  Company,  and
incorporated herein by reference.
(2)  Filed herewith.
(3)  Confidential treatment of certain information identified in
these exhibits has been granted by the Securities and Exchange
Commission.
(4)   Filed  as an exhibit to the Annual Report on Form 10-K  for
the fiscal year ended December 31, 1997 of Panda Global Holdings,
Inc., and incorporated herein by reference.

        (b)   Reports on Form 8-K.   None.

     Supplemental Information to be Furnished With Reports  Filed
Pursuant  to Section 15(d) of the Act by Registrants  Which  Have
Not Registered Securities Pursuant to Section 12 of the Act.

       No  annual  report  or  proxy  statement  or  other  proxy
soliciting  material  was  sent  to  security  holders   of   the
registrant during the registrant's last fiscal year.


                               F-2
                 INDEX TO FINANCIAL STATEMENTS


Panda   Global   Energy  Company  and  Subsidiaries  Consolidated
Financial Statements:

  Independent Auditors' Report                             F-2

  Consolidated Balance Sheets as of December 31, 1996
    and 1997                                               F-3

  Consolidated Statements of Operations for the years
    ended December 31, 1995, 1996 and 1997 and for the
    period from inception (July 20, 1994) through
    December 31, 1997                                      F-5

  Consolidated Statements of Shareholder's Equity for the
    years ended December 31, 1995, 1996 and 1997 and for
    the period from inception (July 20, 1994) through
    December 31, 1997                                      F-6

  Consolidated Statements of Cash Flows for the years
    ended December 31, 1995, 1996 and 1997 and for the
    period from inception (July 20, 1994) through
    December 31, 1997                                      F-7

  Notes to Consolidated Financial Statements for the
    years ended December 31, 1995, 1996 and 1997 and for
    the period from inception (July 20, 1994) through
    December 31, 1997                                      F-8




                  INDEPENDENT AUDITORS' REPORT




To the Board of Directors
of Panda Energy International, Inc.:

We  have audited the accompanying consolidated balance sheets  of
Panda  Global Energy Company and subsidiaries (the "Company")  as
of  December  31,  1996  and 1997, and the  related  consolidated
statements of operations, shareholder's equity and cash flows for
each of the three years in the period ended December 31, 1997 and
for  the  period from inception (July 20, 1994) through  December
31,  1997.   These  consolidated  financial  statements  are  the
responsibility of the Company's management. Our responsibility is
to  express an opinion on these consolidated financial statements
based on our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial  statements are free of material misstatement.  An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In  our  opinion, such consolidated financial statements  present
fairly, in all material respects, the financial position  of  the
Company  at December 31, 1996 and 1997, and the results of  their
operations  and their cash flows for each of the three  years  in
the  period  ended  December 31, 1997 and  for  the  period  from
inception  (July  20,  1994)  through  December  31,   1997,   in
conformity with generally accepted accounting principles.




DELOITTE & TOUCHE LLP

Dallas, Texas
March 23, 1998



                          PANDA GLOBAL ENERGY COMPANY
                                AND SUBSIDIARIES
                        (A Development Stage Enterprise)

                          CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 1996 AND 1997

                                     ASSETS
<TABLE>
<CAPTION>
                                                                 1996          1997
                                                              ----------   ------------
<S>                                                           <C>          <C>
Current assets:
  Cash and cash equivalents ...............................   $  506,289   $      6,289
  Restricted cash - current ...............................         --       73,428,615
  Accrued interest receivable .............................         --        1,577,995
                                                              ----------   ------------
    Total current assets ..................................      506,289     75,012,899

Plant and equipment:
  Construction in progress ................................         --       36,131,069
  Development costs .......................................    3,292,492           --
                                                              ----------   ------------
    Total plant and equipment .............................    3,292,492     36,131,069

Investment in joint venture ...............................         --          836,654

Restricted cash - debt service reserves and escrow deposits         --       40,044,928

Debt issuance costs, net of accumulated
  amortization of $717,074 as of December 31, 1997 ........         --        6,599,749
                                                              ----------   ------------
Total assets ..............................................   $3,798,781   $158,625,299
                                                              ==========   ============
</TABLE>
          See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>


                          PANDA GLOBAL ENERGY COMPANY
                                AND SUBSIDIARIES
                        (A Development Stage Enterprise)

                          CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 1996 AND 1997

                      LIABILITIES AND SHAREHOLDER'S EQUITY

                                                       1996            1997
                                                   -----------    -------------
Current liabilities:
  Accrued interest .............................   $      --      $   4,177,507
  Accrued construction costs ...................          --          5,600,000
                                                   -----------    -------------
    Total current liabilities ..................          --          9,777,507

Long-term debt .................................          --        145,653,823

Minority interest ..............................          --          5,741,166

Commitments and contingencies (Note 7)

Shareholder's equity:
Common stock, par value $1: 50,000 shares
   authorized;  2 shares issued and outstanding              2                2
Advances from parent ...........................     6,099,779       10,518,930
Deficit accumulated during the development stage    (2,301,000)     (13,066,129)
                                                   -----------    -------------
   Total shareholder's equity ..................     3,798,781       (2,547,197)
                                                   -----------    -------------
Total liabilities and shareholder's equity .....   $ 3,798,781    $ 158,625,299
                                                   ===========    =============

          See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>



                          PANDA GLOBAL ENERGY COMPANY
                                AND SUBSIDIARIES
                        (A Development Stage Enterprise)

                     CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
            AND INCEPTION (JULY 20, 1994) THROUGH DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                                            Inception
                                                                                             Through
                                                                                            December 31
                                                  1995          1996           1997            1997
                                               ---------    -----------    ------------    ------------
<S>                                            <C>          <C>            <C>             <C>
REVENUE:
  Interest income ..........................   $    --      $      --      $  5,520,528    $  5,520,528

EXPENSES:
  Project development and administrative ...     444,000      1,654,000       3,496,563       5,797,563
  Interest expense and letter of credit fees        --             --        12,072,020      12,072,020
  Amortization of debt issuance costs ......        --             --           717,074         717,074
                                               ---------    -----------    ------------    ------------
    Total expenses .........................     444,000      1,654,000      16,285,657      18,586,657
                                               ---------    -----------    ------------    ------------
NET LOSS ...................................   $(444,000)   $(1,654,000)   $(10,765,129)   $(13,066,129)
                                               =========    ===========    ============    ============
</TABLE>
          See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>



                          PANDA GLOBAL ENERGY COMPANY
                                AND SUBSIDIARIES
                        (A Development Stage Enterprise)

                 CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
            AND INCEPTION (JULY 20, 1994) THROUGH DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                                       Deficit
                                                                                     Accumulated       Total
                                                                                     During the     Shareholder's
                                             Number      Common       Advances       Development       Equity
                                           of Shares      Stock      from Parent        Stage         (Deficit)
                                          -----------   ----------   ------------    ------------    ------------
<S>                                       <C>           <C>          <C>             <C>             <C>
Issuance of common stock, July 20, 1994             2   $        2   $       --      $       --      $          2

Advances from parent, net .............          --        732,773           --           732,773

Net loss ..............................          --           --             --          (203,000)       (203,000)
                                          -----------   ----------   ------------    ------------    ------------
Balance, January 1, 1995 ..............             2   $        2   $    732,773    $   (203,000)   $    529,775

Advances from parent, net .............          --        979,288           --           979,288

Net loss ..............................          --           --             --          (444,000)       (444,000)
                                          -----------   ----------   ------------    ------------    ------------
Balance, December 31, 1995 ............             2            2      1,712,061        (647,000)      1,065,063

Advances from parent, net .............          --      4,387,718           --         4,387,718

Net loss ..............................          --           --             --        (1,654,000)     (1,654,000)
                                          -----------   ----------   ------------    ------------    ------------
Balance, December 31, 1996 ............             2            2      6,099,779      (2,301,000)      3,798,781

Advances from parent, net .............          --           --        4,419,151            --         4,419,151

Net loss ..............................          --           --             --       (10,765,129)    (10,765,129)
                                          -----------   ----------   ------------    ------------    ------------
Balance, December 31, 1997 ............             2   $        2   $ 10,518,930    $(13,066,129)   $ (2,547,197)
                                          ===========   ==========   ============    ============    ============
</TABLE>
          See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>


                           PANDA GLOBAL ENERGY COMPANY
                                AND SUBSIDIARIES
                        (A Development Stage Enterprise)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
             AND INCEPTION (JULY 20, 1994) THROUGH DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                                                        Inception
                                                                                                         Through
                                                                                                        December 31
                                                           1995           1996            1997             1997
                                                         ---------    ------------    -------------    -------------
<S>                                                      <C>          <C>             <C>              <C>
 OPERATING ACTIVITIES:

   Net loss ..........................................   $(444,000)   $ (1,654,000)   $ (10,765,129)   $ (13,066,129)
   Adjustments to reconcile net loss to net
     cash provided (used) by operating activities:
     Amortization of debt issuance costs .............        --              --            717,074          717,074
     Amortization of debt discount ...................        --              --            628,735          628,735
   Changes in assets and liabilities:
     Accrued interest receivable .....................        --              --         (1,577,995)      (1,577,995)
     Accrued interest payable ........................        --              --          4,177,507        4,177,507
                                                         ---------    ------------    -------------    -------------
       Net cash provided (used) by operating activities   (444,000)     (1,654,000)      (6,819,808)      (9,120,808)
                                                         ---------    ------------    -------------    -------------
 INVESTING ACTIVITIES:

   Restricted cash - current .........................        --              --        (73,428,615)     (73,428,615)
   Additions to plant and equipment ..................    (630,288)     (2,233,718)     (27,238,577)     (30,531,069)
   Investment in joint venture .......................        --              --           (836,654)        (836,654)
   Restricted cash - debt service reserves
      and escrow deposits ............................        --              --        (40,044,928)     (40,044,928)
                                                         ---------    ------------    -------------    -------------
   Cash used by investing activities .................    (630,288)     (2,233,718)    (141,548,774)    (144,841,266)
                                                         ---------    ------------    -------------    -------------
 FINANCING ACTIVITIES:

   Proceeds from long-term debt ......................        --              --        145,025,088      145,025,088
   Contributions from minority interest owners .......        --              --          5,741,166        5,741,166
   Capital contribution from parent ..................        --              --               --                  2
   Advances from parent ..............................     979,288       4,387,718        4,419,151       10,518,930
   Debt issuance costs ...............................        --              --         (7,316,823)      (7,316,823)
                                                         ---------    ------------    -------------    -------------
   Cash provided by financing activities .............     979,288       4,387,718      147,868,582      153,968,363
                                                         ---------    ------------    -------------    -------------
 Increase (decrease) in cash and cash equivalents ....     (95,000)        500,000         (500,000)           6,289

 Cash and cash equivalents, beginning of period ......     101,289           6,289          506,289             --
                                                         ---------    ------------    -------------    -------------
 Cash and cash equivalents, end of period ............   $   6,289    $    506,289    $       6,289    $       6,289
                                                         =========    ============    =============    =============
 NONCASH INVESTING AND FINANCING ACTIVITIES:

   Accrued construction costs ........................   $    --      $       --      $   5,600,000    $   5,600,000
</TABLE>
          See accompanying notes to consolidated financial statements.

                                      F-6





          PANDA GLOBAL ENERGY COMPANY AND SUBSIDIARIES
                (A Development Stage Enterprise)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     For the Years Ended December 31, 1995, 1996 and 1997
         and the Period from Inception (July 20, 1994)
                 Through December 31, 1997



1.   ORGANIZATION AND BASIS OF PRESENTATION

       Panda   Global   Energy  Company  ("Global   Cayman",   or
collectively  with  its  subsidiaries the  "Company")  (a  Cayman
Islands  company) is a wholly owned subsidiary  of  Panda  Global
Holdings, Inc. ("Panda Global"), which in turn is a wholly  owned
subsidiary of Panda Energy International, Inc. ("PEII"). PEII  is
engaged  in the development, acquisition, ownership and operation
of  independent  power generation facilities  and  other  energy-
related  projects worldwide.  Global Cayman was formed  in  March
1997  to  hold  PEII's  indirect ownership interests  in  certain
independent  power  projects located outside the  United  States.
The  ownership  interests were transferred to  Global  Cayman  at
PEII's  historical cost.  Because the transfers occurred  between
entities  under  common  control,  the  transactions  have   been
accounted for in a manner similar to a pooling of interests.

     Global Cayman (which collectively with its subsidiaries is a
development stage enterprise having no operating revenues)  holds
a 95.5% ownership interest in Pan-Sino Energy Development Company
LLC ("Pan-Sino")(a Cayman Islands company), which in turn holds a
99%  ownership  interest  in Pan-Western Energy  Corporation  LLC
("Pan-Western")(a Cayman Islands company), which in turn owns  an
approximately  88% interest in four joint venture companies  (the
"Joint  Venture  Companies") organized  under  the  laws  of  the
People's Republic of China ("China") to develop and construct  an
independent  power project located in China.  The  Joint  Venture
Companies  are:   Tangshan  Panda Heat and  Power  Company,  Ltd.
("Tangshan Panda"), Tangshan Pan-Western Heat and Power  Company,
Ltd.  ("Tangshan Pan-Western"), Tangshan Cayman  Heat  and  Power
Company,  Ltd.  ("Tangshan Cayman") and  Tangshan  Pan-Sino  Heat
Company, Ltd. ("Tangshan Pan-Sino"). Additionally, Global  Cayman
indirectly  holds  an  equity investment  in  Bhote  Koshi  Power
Company  Pvt.  Ltd. (a Nepal company), which was organized  under
the  laws of Nepal to develop and construct an independent  power
project in Nepal.

     Collectively,  Pan-Sino and Pan-Western are the predecessors
of the Company.

     All material intercompany accounts and transactions have
been eliminated in consolidation.

2.   SIGNIFICANT ACCOUNTING POLICIES

      The  preparation of financial statements in conformity with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the reported  amounts
of assets and liabilities at the date of the financial statements
and  the  reported  amounts of revenues and expenses  during  the
reporting   period.  Actual  results  could  differ  from   those
estimates.  Any differences from those estimates are recorded  in
the period in which they are identified.

      Development  stage  enterprise -- The  Company  is  in  the
development  stage and has no operating revenues.  Financing  for
construction  of the Luannan Project was obtained in  April  1997
(see  Note  3).  Financing for the Nepal Project was obtained  in
December 1997 (see Note 4).

      Cash  --  Included in cash and cash equivalents are  highly
liquid  investments with original maturities of three  months  or
less.

       Restricted  Cash  -  Current  --  Restricted  cash-current
represents  escrowed  cash which may be  used  to  pay  operating
expenses  and  make debt payments and distributions  to  partners
pursuant  to the trust indenture agreements.  Restricted  Cash  -
Debt  Service  Reserves  and Escrow  Deposits  --   Debt  service
reserves and escrow deposits include cash held by the bank to pay
debt  service  and  capital improvements pursuant  to  the  trust
indenture agreements.

      Plant and Equipment -- Costs of developing new projects are
capitalized  when  the  projects  reach  an  advanced  stage   of
development where the execution of a power purchase agreement has
occurred  or  is  imminent.   Such  costs  primarily  consist  of
engineering,  legal  and  other costs  directly  related  to  the
project.  Development costs are transferred  to  construction  in
progress  when  financing has been obtained and construction  has
commenced.    Costs  related  to  projects  under   construction,
including  interest on funds borrowed to finance the construction
of  facilities,  are  capitalized as  construction  in  progress.
Capitalized  interest was $2,057,000 in 1997.   No  interest  was
capitalized prior to 1997.  Such costs will be depreciated  using
the  straight-line  method over the term of  the  power  purchase
agreement  (20  years  for the Luannan Project  -  see  Note  3).
Depreciation will begin when the completed facility is ready  for
its intended use.

     Debt Issuance Costs --  The costs related to the issuance of
debt  are  capitalized and amortized using the effective interest
method over the term of the related debt.

      Allocation of Administrative Costs -- PEII performs certain
accounting,  legal,  insurance and consulting  services  for  the
Company.   These general and administrative costs  are  generally
allocated to the Company using the percentage of time PEII  spent
performing these services. The expenses allocated were  $444,000,
$1,654,000  and $3,495,000 in 1995, 1996 and 1997,  respectively,
and  are  included  in  project  development  and  administrative
expenses in the statement of operations.  Management believes the
method used to allocate these costs is reasonable.

      Income taxes -- On the basis of the current legislation  in
the  Cayman  Islands,  there is no income, corporation,  profits,
capital  gains  or  other  form of  taxation  that  would  be  of
application   to   Global   Cayman  or  its   subsidiaries   and,
accordingly,  there  is no withholding tax.   In  addition,  Pan-
Western,  as  an exempted company, has obtained from  the  Cayman
Islands   Government  an  undertaking  that  should  the  current
legislation change, no taxation will be imposed upon the  profits
of  Pan-Western or any shareholders in Pan-Western for  a  twenty
year  period commencing August, 1994.  At December 31, 1997,  the
Company  had  approximately $10 million  of  net  operating  loss
carryforwards  that  are  considered to be  permanently  invested
outside  the  United  States and are not currently  available  to
offset  U.S.  taxable income.  The Company had  approximately  $3
million  of  deferred tax assets which consist primarily  of  net
operating losses and are offset by a valuation allowance.

3.   POWER PROJECTS AND LONG-TERM DEBT

      Luannan Project -- In 1994, PEII entered into a preliminary
letter of intent with a subsidiary of the North China Power Group
Company  ("NCPGC") for the purchase and sale of  electric  energy
from  the Luannan Project.  On September 22, 1995, Tangshan Panda
and  Tangshan  Pan-Western (see Note  1)  entered  into  a  Power
Purchase  Agreement  with  NCPGC for the  purchase  and  sale  of
electric energy from the Luannan Project. Under the terms of  the
20-year  agreement, all electrical output of the project will  be
sold  to  NCPGC.  The steam and hot water generated by  Tangshan-
Cayman's facility within the project will be sold to the domestic
Chinese  industrial and commercial markets by Tangshan  Pan-Sino.
Financing for the project was completed in April 1997as discussed
below.   The Luannan Project is being constructed pursuant  to  a
fixed-price,  turnkey  contract  with  Harbin  Power  Engineering
Company  Limited.  The Company has incurred costs for the Luannan
Project of $3.3 million and $36.1 million as of December 31, 1996
and 1997, respectively, which are included in plant and equipment
under development costs (1996) and under construction in progress
(1997)  in  the  accompanying  balance  sheet.   The  costs  were
reclassified from development costs to construction  in  progress
due  to  the  completion  of financing and  the  commencement  of
construction activity for the project in 1997.

      In April 1997, Global Cayman issued $155.2 million original
principal amount of senior secured notes ("Senior Secured Notes")
to  finance  the  development  and construction  of  the  Luannan
Project.   The  Senior  Secured Notes, which  were  issued  at  a
discount for gross proceeds of $145.0 million, bear interest at a
fixed rate of 12 1/2% payable semiannually commencing October 15,
1997.   Scheduled  principal payments are  required  semiannually
commencing October 15, 2000 and will continue through maturity on
April  15,  2004.   The  Senior  Secured  Notes  are  subject  to
mandatory  redemption prior to maturity under certain conditions.
The  Senior Secured Notes are secured by (i) a pledge of 100%  of
the  capital stock of Global Cayman, 99% of the capital stock  of
Pan-Western  and at least 90% of the capital stock  of  Pan-Sino,
and  (ii)  a security interest in certain funds of Global  Cayman
and   its   subsidiaries   established   under   the   indenture.
Additionally,   the   Senior  Secured   Notes   are   fully   and
unconditionally guaranteed by Panda Global, whose guarantee  (the
"Senior  Secured Notes Guarantee") is secured by (i) a pledge  of
100%  of  the capital stock of Panda Global and PEC  and  (ii)  a
security  interest  in certain funds of Panda Global  established
under  the  indenture.  The  Senior Secured  Notes  Guarantee  is
effectively  subordinated  to the  obligations  of  PIC  and  its
subsidiaries under the Series A Bonds and project-level financing
arrangements.    The   indenture  contains   certain   covenants,
including  limitations  on  distributions,  additional  debt  and
certain other transactions.

      The Luannan Project is subject to political, regulatory and
economic  uncertainties, risks of expropriation of  property  and
cancellation or modification of contract rights, foreign exchange
restrictions, construction risk, dependence on limited number  of
customers  and  other  risks  arising from  foreign  governmental
sovereignty.

      Nepal Project -- The Company has an equity investment in  a
hydroelectric power project in Nepal.  See Note 4.

4.   INVESTMENT IN JOINT VENTURE

     The  Company  has  an investment in a joint  venture  (Bhote
Koshi  Power Company, Pvt. Ltd., referred to as "BKPC" )  with  a
major  hydroelectric  engineering company and  a  local  Nepalese
party  to build a 36 megawatt hydroelectric facility on the upper
Bhote Koshi River in Nepal ("Nepal Project").  The investment  is
accounted  for under the equity method.  The Company's  ownership
interest was transferred from a subsidiary of PEII to the Company
at  historical  cost  in  June 1997.  A  25-year  power  purchase
agreement with the Nepal Electricity Authority was signed in July
1996.  The Nepal Project is being constructed pursuant to a fixed-
price,  turnkey  contract with China Gezhouba Construction  Group
Corporation.  Commercial operations are scheduled to commence  in
2000.

     On December 29, 1997 financial closing occurred with respect
to  the Nepal Project.  BKPC received commitments for (i)  up  to
approximately $68.8 million in nonrecourse debt financing from  a
group of international lenders and (ii) up to approximately $29.5
million  in  equity from the Company and a group  of  third-party
investors  which  includes one of the lenders.  At  December  31,
1997,  approximately  $17.9 million of the debt  commitments  had
been funded and were outstanding. The interest rates on the loans
are  a combination of fixed and variable rates, generally at  the
annual rate of 325 to 350 basis points above the London Interbank
Offered Rate.  Semiannual interest and principal payments on  the
loans commence in March 1998 and March 2001, respectively.  Final
maturity  of the loans occurs at dates ranging from 2008  through
2011.   Commitment  fees of 1% to 2% are payable  on  undisbursed
portions of the loan commitments.

     The equity commitments of  up to approximately $29.5 million
referred  to above include approximately $3.1 million in  project
development  and administrative expenses previously  incurred  by
PEII and the investors which cannot be capitalized under GAAP and
which  therefore are not  reflected in BKPC's balance sheet.   At
December  31,  1997,  approximately $5.1 million  of  the  equity
commitment   (in  addition  to  the  $3.1  million   of   project
development  and administrative expenses referred to  above)  had
been  contributed.  The Company had contributed $10.8 million  in
capitalized  development costs (in addition to  $1.2  million  in
project  development  and administrative expenses)  and  received
cash  reimbursement  from  BKPC at financial  closing  for  $10.0
million  of  those costs.  The Company has satisfied  its  equity
commitment  of $2 million as of December 31, 1997.  In   addition
to the basic equity commitment, the Company and the investors are
required  to contribute up to $10 million on a pro-rata basis  in
the event of cost overruns.

     The Company and an outside investor ("Investor") jointly own
a 75% interest in BKPC and other investors own the remaining 25%.
Based  on the agreement with the Investor, cash flow attributable
to  the  Company's  and  the Investor's  combined  75%  ownership
interest  will be allocated 85% to the Investor and  15%  to  the
Company until the Investor achieves a 20% internal rate of return
on  its investment (the "Flip Date"), and 90% to the Company  and
10% to the Investor thereafter.

     BKPC is a development stage enterprise.  All development and
construction costs incurred to date have been capitalized.
Summarized balance sheet information for BKPC at December 31,
1997 is as follows:
<TABLE>

         <S>                                     <C>
         Cash                                    $    146,000
         Restricted cash - current                  5,637,608
         Construction in progress                  18,332,944
         Debt issue costs                           1,967,758

         Total assets                            $ 26,084,310

         Current liabilities                     $  3,126,827
         Long-term debt                            17,851,667
         Stockholders' equity                       5,105,816

         Total liabilities and equity            $ 26,084,310

</TABLE>
5.   ADVANCES FROM PARENT

       PEII   has   performed   all   project   development   and
administrative  activities for the Company.   The  advances  from
parent  reflect the advances for such costs incurred by  PEII  on
the  Company's behalf.  Such advances have no specific  repayment
terms,  bear  no interest and may be partially reimbursed  during
the  construction period of the related projects as permitted  by
the indentures.

6.   RELATED PARTY TRANSACTIONS

      The  Company purchases insurance coverage through an agency
owned by a major shareholder of PEII who is also a member of  the
board  of  directors of PEII and a relative of  PEII's  chairman.
The  Company believes such coverage is on terms that are no  less
favorable  than  reasonably  available  from  unaffiliated  third
parties.   Total  insurance purchases through  this  agency  were
$513,000 in 1997.  No insurance was purchased through this agency
prior to 1997.

7.   COMMITMENTS AND CONTINGENCIES

      PEII  is  also  involved in other legal and  administrative
proceedings  in  the  ordinary  course  of  business.  Management
believes, based on the advice of counsel, the amount of  ultimate
liability allocable to the Company with respect to these  matters
will  not  have  a  material affect on  the  financial  position,
results of operations or cash flows of the Company.

8.    FAIR  VALUE  OF FINANCIAL INSTRUMENTS AND CONCENTRATION  OF
      CREDIT RISK

     The  estimated  fair  values  of  the  Company's  financial
instruments as of December 31, 1997 are as follows:
<TABLE>
                                      Carrying Value   Fair Value
<S>                                    <C>            <C>
Long-term debt, including current
    portion                            $145,653,823   $144,336,000
</TABLE>
       The  Senior Secured Notes have limited trading.  The  fair
value  of  these  bonds  is estimated  based  on  a  third  party
quotation.



                           SIGNATURES

Pursuant  to  the  requirements of Section 13  or  15(d)  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.

                                        PANDA    GLOBAL    ENERGY
                                        COMPANY

Date:     March 27, 1998                By:  /s/ Robert W. Carter
                                             Robert   W.  Carter,
                                             Chairman   of    the
                                             Board    and   Chief
                                             Executive Officer


                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
officers  and  directors  of  Panda Global  Energy  Company  (the
"Company")  hereby constitutes and appoints Robert W.  Carter  or
Janice Carter or each of them (with full power to each of them to
act  alone),  his  or  her true and lawful  attorney-in-fact  and
agent, with full power of substitution, for him or her and on his
or her behalf and in his or her name, place and stead, in any and
all  capacities, to sign, execute, and file any and all documents
relating  to the Company's Form 10-K for the year ending December
31,  1997,  including  any  and all  amendments  and  supplements
hereto,  with any regulatory authority, granting said  attorneys,
and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about  the premises in order to effectuate the same as  fully  to
all  intents and purposes as he himself or she herself  might  or
could  do  if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or
cause to be done.

Pursuant to the requirements of Securities Exchange Act of  1934,
this  report  has been signed below by the following  persons  on
behalf  of the registrant and in the capacities and on the  dates
indicated.


Signature                Title                    Date

/s/  Robert W. Carter    Chairman of the Board,   March 27, 1998
Robert W. Carter         Chief Executive Officer
                         and Director (Principal
                         Executive Officer)

/s/  Janice Carter      Executive Vice President,  March 27, 1998
Janice Carter           Secretary and Treasurer
                        (Principal Financial
                        and Accounting Officer)

EXHIBIT NO. 12.00


PANDA GLOBAL ENERGY COMPANY AND SUBSIDIARIES

RATIO OF EARNINGS TO FIXED CHARGES

(Dollars in Thousands)

<TABLE>
<CAPTION>
                                        1997
<S>                                 <C>
Net loss	 				$ (10,765)

Interest expense                       12,072
Amortization of debt issue costs          717
Capitalized interest                    2,057
						  -------
  Total fixed charges                  14,846

Earnings before fixed charges          12,024

Ratio of earnings to fixed charges       0.14

Deficiency in coverage of
  fixed charges                      $(12,822)

</TABLE>
NOTE -- the ratio of earnings to fixed charges is not
applicable prior to 1997 because there were no fixed
charges in those years.


EXHIBIT 21.00



                   SUBSIDIARIES OF PANDA GLOBAL ENERGY CO.

Name of Entity:                             Jurisdiction of Organization

Pan-Sino Energy Development Company, L.L.C.       Cayman Islands
Pan-Western Energy Corporation, L.L.C.            Cayman Islands
Panda Bhote Koshi                                 Cayman Islands
Panda of Nepal, L.L.C.                            Cayman Islands
Tangshan Panda Heat & Power Company, Ltd.         People's Republic of China
Tangshan Pan-Western Heat & Power Company, Ltd.   People's Republic of China
Tangshan Cayman Heat & Power Company, Ltd.        People's Republic of China
Tangshan Pan-Sino Heat Company, Ltd.              People's Republic of China
Bhote Koshi Power Co., Pvt. Ltd.                  Nepal




27.01             Financial Data Schedule