EXHIBIT 24

                                POWER OF ATTORNEY
                                -----------------

The  undersigned,  a member of the Board of  Directors  and/or as  Officer of CE
CASECNAN  WATER AND  ENERGY  COMPANY,  INC.,  a  corporation  registered  in the
Republic of the Philippines  (the  "Company"),  hereby  constitutes and appoints
Douglas L.  Anderson  and Paul J.  Leighton and each of them as his/her true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for and in his/her stead, in any and all capacities, to sign on
his/her  behalf the Company's  Form 10-K Annual Report for the fiscal year ended
December  31, 2003 and to execute any  amendments  thereto and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the United  States  Securities  and Exchange  Commission  and  applicable  stock
exchanges,  with the full power and  authority  to do and perform each and every
act and thing  necessary or advisable to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agent or his/her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.


Dated as of February 9, 2004.

/s/ David L. Sokol
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David L. Sokol



/s/ Patrick J. Goodman              /s/ David A. Baldwin
- --------------------------          --------------------
Patrick J. Goodman                  David A. Baldwin



- --------------------------          --------------------
Marivic Punzalan Espiritu           Jose Jaime Cruz



/s/ Linda B. Castillo
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Linda B. Castillo                   Jose R. Sandejas



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Scott LaPrairie