Exhibit 24
                       POWER OF ATTORNEY

      The  undersigned,  members of the Board  of  Directors  and
Officers  of  CE  CASECNAN  WATER AND  ENERGY  COMPANY,  INC.,  a
corporation  registered in the Republic of the  Philippines  (the
"Company"),  hereby constitute and appoint Steven A. McArthur  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  ending
December  31, 1996 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 March 26, 1997.

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DAVID L. SOKOL                     DONALD M. O'SHEI, JR.


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SCOTT LAPRAIRIE                    RUSS L. TENNEY


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ELIZABETH B. OPENA                 JOSE R. SANDEJAS


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RUBY NITORREDA                     OSCAR VIOLAGO



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JOHN G. SYLVIA                     GREGORY E. ABEL