SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    Form 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



         Date of Report (Date of earliest event reported): June 9, 2003



                   CE Casecnan Water and Energy Company, Inc.

             (Exact name of registrant as specified in its charter)




                       Philippines 1-12995 Not Applicable
 ------------------------------------------------------------------------------
                    (State or other jurisdiction (Commission
                         (IRS Employer of incorporation)
                        File Number) Identification No.)




                24th Floor, 6750 Building, Ayala Avenue, Makati,
                     Metro Manila Philippines Not Applicable
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (632) 892-0276


                                       N/A
                   (Former name or former address, if changed
                               since last report.)


<PAGE>

ITEM 5.  OTHER EVENTS.

On Friday, June 6, 2003, Moody's Investors Service downgraded CE Casecnan Water
and Energy Company, Inc.'s senior secured notes rating to B2 from Ba2. A copy of
the Moody's Investor Services press release is attached hereto as Exhibit 99.1.

Certain information included in this report contains forward-looking statements
made pursuant to the Private Securities Litigation Reform Act of 1995 ("Reform
Act"). Such statements are based on current expectations and involve a number of
known and unknown risks and uncertainties that could cause the actual results
and performance of the Registrant, CE Casecnan, to differ materially from any
expected future results or performance, expressed or implied, by the
forward-looking statements, including expectations regarding the future results
of operations of the Registrant. In connection with the safe harbor provisions
of the Reform Act, the Registrant has identified important factors that could
cause actual results to differ materially from such expectations, including
development and construction uncertainty, operating uncertainty, acquisition
uncertainty, litigation and arbitration uncertainties, uncertainties relating to
economic and political conditions and uncertainties regarding the impact of
regulations, changes in government policy, industry deregulation and
competition. Reference is made to all of the Registrant's SEC Filings,
incorporated herein by reference, for a description of such factors. The
Registrant assumes no responsibility to update forward-looking information
contained herein.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         Exhibit 99.1 - Moody's Investor Services Press Release dated June 6,
2003.





<PAGE>




                                    SIGNATURE

Pursuant to the requirements 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.


                                      CE Casecnan Water and Energy Company, Inc.



Date:  June 9, 2003                   By: /s/  Paul J. Leighton
                                               ---------------------
                                               Paul J. Leighton
                                               Assistant Secretary




<PAGE>


                                 EXHIBITS INDEX

Exhibit
Number   Exhibit

99.1     Moody's Investor Services Press Release dated June 6, 2003



<PAGE>


                                                         Exhibit 99.1

                                                         Global Credit Research
                                                         Rating Action
                                                         6 JUN 2003


Rating Action: CE Casecnan Water and Energy Company, Inc.

MOODY'S DOWNGRADES CE CASECNAN'S DEBT RATING TO B2, OUTLOOK NEGATIVE


Hong Kong, June 06, 2003 -- Moody's Investors Service says today it has
downgraded CE Casecnan Water and Energy Company, Inc. (CE)'s senior secured
notes rating to B2 from Ba2. Outlook is negative. The downgrade is prompted by
CE reporting that National Irrigation Administration of the Philippines (NIA)
has not paid the monthly invoice for water and electricity fees that was due on
May 28, 2003. The invoice is for USD 10.8MM, of which USD$3.6MM related to the
tax compensation portion of the water delivery fee. This concludes the rating
review initiated on May 9 2003.

NIA's non-payment in May occurs amidst the background that NIA has filed an
Answer and Counterclaim (on March 31 2003) and subsequently a Supplemental
Counterclaim (on April 23 2003) to existing arbitration proceedings with CE,
seeking to declare the project agreement void. CE initiated arbitration against
NIA in August 2002 concerning failure of NIA to compensate CE for taxes paid by
CE during construction of the project. Further, in the absence of the project
agreement being declared void, NIA is seeking to have the agreement reformed.

Moody's says the B2 rating reflects the tight liquidity at CE, and that CE might
experience difficulty in honoring its debt service obligations this coming
November if NIA does not honor its payment obligations to CE. Moody's continues
to say that while MidAmerican Energy Holdings Company (MidAmerican) (rated Baa3,
outlook positive), has provided support to CE in the past, Moody's understands
that MidAmerican is under no formal obligation to provide such support and it is
uncertain at this stage if any support will be rendered.

The negative outlook reflects that the ongoing reforms in the power sector in
the Philippines has created significant uncertainty for CE and has caused
instability in the operating environment for the project. The lack of
transparency of the contract renegotiation process and the increase in the
political risk is particularly worrisome. Continued abrogation of payment
obligations by NIA, success of NIA in its couterclaims, lack of support from
MidAmerican or further adverse developments in the power sector reforms may
pressure the rating of CE.

CE Casecnan is a privately-held Philippines corporation formed in 1994 to
develop, own and operate a multipurpose irrigation and hydroelectric power
facility (150MW) located on the island of Luzon in the Philippines. The company
is a subsidiary of MidAmerican Energy Holdings Company headquartered in Des
Moines, Iowa.

    Sydney
    Brian Cahill
    Managing Director
    Corporate Finance
    Moody's Investors Service Pty Ltd
    612 9270 8100

    Hong Kong
    Mable Chan
    Vice President - Senior Analyst
    Corporate Finance
    Moody's Asia Pacific Ltd.
    Telephone: 852-2509-0200
    Facsimile: 852-2509-0165



Copyright 2003, Moody's Investors  Service,  Inc. and/or its licensors including
Moody's Assurance  Company,  Inc. (together, MOODY'S).  All rights reserved.

ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY COPYRIGHT LAW AND NONE OF SUCH
INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER
TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR
SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER
OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT.
All information contained herein is obtained by MOODY'S from sources believed by
it to be accurate and reliable. Because of the possibility of human or
mechanical error as well as other factors, however, such information is provided
"as is" without warranty of any kind and MOODY'S, in particular, makes no
representation or warranty, express or implied, as to the accuracy, timeliness,
completeness, merchantability or fitness for any particular purpose of any such
information. Under no circumstances shall MOODY'S have any liability to any
person or entity for (a) any loss or damage in whole or in part caused by,
resulting from, or relating to, any error (negligent or otherwise) or other
circumstance or contingency within or outside the control of MOODY'S or any of
its directors, officers, employees or agents in connection with the procurement,
collection, compilation, analysis, interpretation, communication, publication or
delivery of any such information, or (b) any direct, indirect, special,
consequential, compensatory or incidental damages whatsoever (including without
limitation, lost profits), even if MOODY'S is advised in advance of the
possibility of such damages, resulting from the use of or inability to use, any
such information. The credit ratings, if any, constituting part of the
information contained herein are, and must be construed solely as, statements of
opinion and not statements of fact or recommendations to purchase, sell or hold
any securities. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS,
COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH
RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY'S IN ANY FORM
OR MANNER WHATSOEVER. Each rating or other opinion must be weighed solely as one
factor in any investment decision made by or on behalf of any user of the
information contained herein, and each such user must accordingly make its own
study and evaluation of each security and of each issuer and guarantor of, and
each provider of credit support for, each security that it may consider
purchasing, holding or selling. Pursuant to Section 17(b) of the Securities Act
of 1933, MOODY'S hereby discloses that most issuers of debt securities
(including corporate and municipal bonds, debentures, notes and commercial
paper) and preferred stock rated by MOODY'S have, prior to assignment of any
rating, agreed to pay to MOODY'S for appraisal and rating services rendered by
it fees ranging from $1,500 to $1,500,000.
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{"company-data": {"conformed-name": "CE CASECNAN WATER & ENERGY CO INC", "cik": "0001006402", "assigned-sic": "4911", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12995", "film-number": "03737036"}, "business-address": {"street1": "24TH FLOOR", "street2": "6750 BUILDING, AYALA AVENUE", "city": "MAKATI, METRO MANILA", "state": "R6", "zip": "68107", "phone": "632-892-0276"}, "mail-address": {"street1": "MIDAMERICAN ENERGY HOLDINGS CO.", "street2": "666  GRAND AVENUE, PO BOX 657", "city": "DES MOINES", "state": "IA", "zip": "50303-0657"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    Form 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): June 9, 2003

                   CE Casecnan Water and Energy Company, Inc.

             (Exact name of registrant as specified in its charter)

                       Philippines 1-12995 Not Applicable
 ------------------------------------------------------------------------------
                    (State or other jurisdiction (Commission
                         (IRS Employer of incorporation)
                        File Number) Identification No.)

                24th Floor, 6750 Building, Ayala Avenue, Makati,
                     Metro Manila Philippines Not Applicable
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (632) 892-0276

                                       N/A
                   (Former name or former address, if changed
                               since last report.)
ITEM 5.  OTHER EVENTS.

On Friday, June 6, 2003, Moody's Investors Service downgraded CE Casecnan Water
and Energy Company, Inc.'s senior secured notes rating to B2 from Ba2. A copy of
the Moody's Investor Services press release is attached hereto as Exhibit 99.1.

Certain information included in this report contains forward-looking statements
made pursuant to the Private Securities Litigation Reform Act of 1995 ("Reform
Act"). Such statements are based on current expectations and involve a number of
known and unknown risks and uncertainties that could cause the actual results
and performance of the Registrant, CE Casecnan, to differ materially from any
expected future results or performance, expressed or implied, by the
forward-looking statements, including expectations regarding the future results
of operations of the Registrant. In connection with the safe harbor provisions
of the Reform Act, the Registrant has identified important factors that could
cause actual results to differ materially from such expectations, including
development and construction uncertainty, operating uncertainty, acquisition
uncertainty, litigation and arbitration uncertainties, uncertainties relating to
economic and political conditions and uncertainties regarding the impact of
regulations, changes in government policy, industry deregulation and
competition. Reference is made to all of the Registrant's SEC Filings,
incorporated herein by reference, for a description of such factors. The
Registrant assumes no responsibility to update forward-looking information
contained herein.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         Exhibit 99.1 - Moody's Investor Services Press Release dated June 6,
2003.
SIGNATURE

Pursuant to the requirements 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.

                                      CE Casecnan Water and Energy Company, Inc.

Date:  June 9, 2003                   By: /s/  Paul J. Leighton
                                               ---------------------
                                               Paul J. Leighton
                                               Assistant Secretary
EXHIBITS INDEX

Exhibit
Number   Exhibit

99.1     Moody's Investor Services Press Release dated June 6, 2003
Exhibit 99.1

                                                         Global Credit Research
                                                         Rating Action
                                                         6 JUN 2003

Rating Action: CE Casecnan Water and Energy Company, Inc.

MOODY'S DOWNGRADES CE CASECNAN'S DEBT RATING TO B2, OUTLOOK NEGATIVE

Hong Kong, June 06, 2003 -- Moody's Investors Service says today it has
downgraded CE Casecnan Water and Energy Company, Inc. (CE)'s senior secured
notes rating to B2 from Ba2. Outlook is negative. The downgrade is prompted by
CE reporting that National Irrigation Administration of the Philippines (NIA)
has not paid the monthly invoice for water and electricity fees that was due on
May 28, 2003. The invoice is for USD 10.8MM, of which USD$3.6MM related to the
tax compensation portion of the water delivery fee. This concludes the rating
review initiated on May 9 2003.

NIA's non-payment in May occurs amidst the background that NIA has filed an
Answer and Counterclaim (on March 31 2003) and subsequently a Supplemental
Counterclaim (on April 23 2003) to existing arbitration proceedings with CE,
seeking to declare the project agreement void. CE initiated arbitration against
NIA in August 2002 concerning failure of NIA to compensate CE for taxes paid by
CE during construction of the project. Further, in the absence of the project
agreement being declared void, NIA is seeking to have the agreement reformed.

Moody's says the B2 rating reflects the tight liquidity at CE, and that CE might
experience difficulty in honoring its debt service obligations this coming
November if NIA does not honor its payment obligations to CE. Moody's continues
to say that while MidAmerican Energy Holdings Company (MidAmerican) (rated Baa3,
outlook positive), has provided support to CE in the past, Moody's understands
that MidAmerican is under no formal obligation to provide such support and it is
uncertain at this stage if any support will be rendered.

The negative outlook reflects that the ongoing reforms in the power sector in
the Philippines has created significant uncertainty for CE and has caused
instability in the operating environment for the project. The lack of
transparency of the contract renegotiation process and the increase in the
political risk is particularly worrisome. Continued abrogation of payment
obligations by NIA, success of NIA in its couterclaims, lack of support from
MidAmerican or further adverse developments in the power sector reforms may
pressure the rating of CE.

CE Casecnan is a privately-held Philippines corporation formed in 1994 to
develop, own and operate a multipurpose irrigation and hydroelectric power
facility (150MW) located on the island of Luzon in the Philippines. The company
is a subsidiary of MidAmerican Energy Holdings Company headquartered in Des
Moines, Iowa.

    Sydney
    Brian Cahill
    Managing Director
    Corporate Finance
    Moody's Investors Service Pty Ltd
    612 9270 8100

    Hong Kong
    Mable Chan
    Vice President - Senior Analyst
    Corporate Finance
    Moody's Asia Pacific Ltd.
    Telephone: 852-2509-0200
    Facsimile: 852-2509-0165

Copyright 2003, Moody's Investors  Service,  Inc. and/or its licensors including
Moody's Assurance  Company,  Inc. (together, MOODY'S).  All rights reserved.

ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY COPYRIGHT LAW AND NONE OF SUCH
INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER
TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR
SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER
OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT.
All information contained herein is obtained by MOODY'S from sources believed by
it to be accurate and reliable. Because of the possibility of human or
mechanical error as well as other factors, however, such information is provided
"as is" without warranty of any kind and MOODY'S, in particular, makes no
representation or warranty, express or implied, as to the accuracy, timeliness,
completeness, merchantability or fitness for any particular purpose of any such
information. Under no circumstances shall MOODY'S have any liability to any
person or entity for (a) any loss or damage in whole or in part caused by,
resulting from, or relating to, any error (negligent or otherwise) or other
circumstance or contingency within or outside the control of MOODY'S or any of
its directors, officers, employees or agents in connection with the procurement,
collection, compilation, analysis, interpretation, communication, publication or
delivery of any such information, or (b) any direct, indirect, special,
consequential, compensatory or incidental damages whatsoever (including without
limitation, lost profits), even if MOODY'S is advised in advance of the
possibility of such damages, resulting from the use of or inability to use, any
such information. The credit ratings, if any, constituting part of the
information contained herein are, and must be construed solely as, statements of
opinion and not statements of fact or recommendations to purchase, sell or hold
any securities. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS,
COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH
RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY'S IN ANY FORM
OR MANNER WHATSOEVER. Each rating or other opinion must be weighed solely as one
factor in any investment decision made by or on behalf of any user of the
information contained herein, and each such user must accordingly make its own
study and evaluation of each security and of each issuer and guarantor of, and
each provider of credit support for, each security that it may consider
purchasing, holding or selling. Pursuant to Section 17(b) of the Securities Act
of 1933, MOODY'S hereby discloses that most issuers of debt securities
(including corporate and municipal bonds, debentures, notes and commercial
paper) and preferred stock rated by MOODY'S have, prior to assignment of any
rating, agreed to pay to MOODY'S for appraisal and rating services rendered by
it fees ranging from $1,500 to $1,500,000.