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 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, 1998 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, 1999.

________________________________  _______________________________
DAVID L. SOKOL                     GREGORY A. ABEL


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ALAN L. WELLS                      STEVEN A. McARTHUR


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RUBY S. NITORREDA                  DAVID A. BALDWIN


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FREDERICK L. MANUEL                PATRICK J. GOODMAN