EXHIBIT 32.2


                            CERTIFICATION PURSUANT TO
                               SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Patrick J. Goodman,  Senior Vice President and Chief Financial  Officer of CE
Casecnan Water and Energy Company,  Inc. (the "Company"),  certify,  pursuant to
Section 906 of the Sarbanes-Oxley  Act of 2002, 18 U.S.C.  Section 1350, that to
the best of my knowledge:

(1)  the Annual  Report on Form 10-K of the Company for the annual  period ended
     December 31, 2003 (the "Report")  fully complies with the  requirements  of
     Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934 (15 U.S.C.
     78m or 78o(d)); and

(2)  the information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and result of operations of the Company.


Dated:  February 9, 2004




                             /s/ Patrick J. Goodman
                             ----------------------
                               Patrick J. Goodman
                Senior Vice President and Chief Financial Officer
                            (chief financial officer)