Exhibit 10.2

                                 AMENDMENT NO. 1

                                     TO THE

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                                     BETWEEN

                       MIDAMERICAN ENERGY HOLDINGS COMPANY

                                       AND

                                 DAVID L. SOKOL

                  This  Amendment  No. 1 (the  "Amendment")  to the  Amended and
Restated  Employment  Agreement  dated  as of  May  10,  1999  (the  "Employment
Agreement")  by  and  between  MidAmerican  Energy  Holdings  Company,  an  Iowa
corporation (the "Company"),  and David L. Sokol (the  "Executive"),  is entered
into as of March __, 2000.

                  WHEREAS,  the Company and the Executive are presently parties
to the Employment Agreement; and

                  WHEREAS,   in  consideration  of  the  performance  of  future
services by the  Executive,  the Company and the  Executive  desire to amend the
Employment  Agreement to increase the  Executive's  salary,  and grant Executive
additional options;

                  NOW, THEREFORE,  the Employment Agreement is hereby amended as
follows:

                  By inserting  immediately following Section 2(b) a new Section
2(c) to read as follows:

                  "(c) For so long as the Executive continues to serve as either
                  Chairman or Chief Executive  Officer of the Company,  he shall
                  have the right (i) to serve as a member of the Board, and (ii)
                  to designate two other individuals as nominees for election to
                  the Board."

                  By deleting  the phrase  "six  hundred  seventy-five  thousand
         ($675,000)"  each time it appears in Section 4(a) and replacing it with
         "seven hundred fifty thousand ($750,000)".

                  By inserting  immediately following Section 5(b) a new Section
5(c) to read as follows:

                  "(c)  Effective  as of the  Closing  Date (as  defined  in the
                  Agreement  and Plan of Merger by and among the Company,  Teton
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                  Formation  L.L.C.  and Teton  Acquisition  Corp.  (the "Merger
                  Agreement")) and conditioned on the occurrence of the Closing,
                  the Executive  shall be granted under the Company's 1996 Stock
                  Option Plan (or any successor plan thereto),  new options (the
                  "New  Options") for a number of shares of Company common stock
                  equal to 30% of the sum of (i) the number of shares of Company
                  common stock owned beneficially by Executive as of October 23,
                  1999  (provided  that all such  shares  are  rolled  over into
                  common  stock of the  Surviving  Corporation  (as such term is
                  defined  in  the  Merger   Agreement)),   plus  (ii)   without
                  duplication,  the  number of  shares  subject  to  outstanding
                  Company  common stock  options held by Executive as of October
                  23, 1999  (provided that all such options are rolled over into
                  equivalent options in respect of Surviving  Corporation common
                  stock). The exercise price applicable to the New Options shall
                  be $35.05  per  share.  The New  Options  shall  vest in equal
                  installments  of one  thirty-sixth  (1/36th)  of the number of
                  shares subject to the grant on each of the monthly anniversary
                  dates of the Closing Date,  shall have an exercise term of ten
                  (10) years  from the  Closing  Date,  and shall  otherwise  be
                  subject  to   customary   terms  and   conditions,   including
                  anti-dilution protections."

                  By inserting  immediately following Section 5(c) a new Section
5(d) to read as follows:

                  "(d) The  Executive  acknowledges  that the  grant of  Company
                  options to Executive  in exchange  for his  surrender to Teton
                  Acquisition  Corp.  of Company  stock options and his right to
                  continue to exercise such options is in  consideration  of his
                  performance of future services."

                  Except as provided herein and to the extent  necessary to give
full effect to the  provisions of this  Amendment,  the terms of the  Employment
Agreement shall remain in full force and effect.

<PAGE>

                  IN WITNESS WHEREOF,  the parties hereto have entered into this
Amendment effective as of the above date.

                                           MIDAMERICAN ENERGY HOLDINGS COMPANY


                                           By:    ____________________________
                                                 Name:
                                                 Title:

                                           EXECUTIVE

                                                  -----------------------------
                                                  David L. Sokol