**EXHIBIT
      3.2**





**AMENDED
      AND RESTATED BYLAWS**





**OF**





**MIDAMERICAN
      ENERGY HOLDINGS COMPANY**





ARTICLE
      I





OFFICES





Section
      1. Principal Office . 
      The principal office of the corporation shall be in the City of Des Moines,
      Polk
      County, Iowa.  The corporation may also have an office or offices at such
      other place or places either within or without the State of Iowa as the Board
      of
      Directors may from time to time determine or the business of the corporation
      may
      require.





Section
      2. Registered Office . 
      The registered office of the corporation required by the Iowa Business
      Corporation Act to be maintained in the State of Iowa may be, but need not
      be,
      the same as the principal office of the corporation in the State of Iowa, and
      the address of the registered office may be changed from time to time by the
      Board of Directors.





ARTICLE
      II





SHAREHOLDERS'
      MEETINGS





Section
      1. Place . 
      All meetings of the shareholders shall be held in the City of Des Moines, Iowa,
      at the principal office of the corporation or such other place as determined
      by
      the Board of Directors or Chairman.





Section
      2. Annual Meetings . 
      The annual meeting of shareholders shall be held at such date and time
      determined by the Board of Directors or Chairman, when they shall elect the
      Board of Directors and transact such other business as may properly be brought
      before the meeting.





Section
      3. Special Meetings . 
      Special meetings of the shareholders for any purpose or purposes may be called
      by the President, or by a Vice President (under such conditions as are
      prescribed in these bylaws), or by the Chairman of the Board of Directors (if
      there be one), or by the Board of Directors, or by the holders of not less
      than
      one-tenth of all the shares entitled to vote at the meeting.





Section
      4. Notice . 
      Notice, in accordance with the Iowa Business Corporation Act, stating the place,
      day and hour of the annual meeting and of any special meeting, and in the case
      of a special meeting, the purpose or purposes for which the meeting is called,
      shall be given so that it is effective not less than ten (10) nor more than
      sixty (60) days before the date of the meeting, by or at the direction of the
      President, or the Secretary, or the officer or persons calling the meeting,
      to
      each shareholder of record entitled to vote at such meeting.











Section
      5. Right to Vote . 
      Except as provided in Sections 8 and 9 of this Article II, only shareholders
      owning shares of stock of a class entitled to vote as required by the Iowa
      Business Corporation Act or as provided in the Articles of Incorporation of
      record on the books of the corporation on the day fixed by the Board of
      Directors for the closing of the stock transfer books of the corporation prior
      to any meeting of the shareholders, or, if the stock transfer books be not
      closed, of record on the books of the corporation at the close of business
      on
      the day fixed by the Board of Directors as the record date for the determination
      of the shareholders entitled to vote at such meeting, shall be entitled to
      notice of and shall have the right to vote (either in person or by proxy) at
      such meeting.





Section
      6. Closing
      of Transfer Books or Fixing of Record Date . 
      For the purpose of determining shareholders entitled to notice of or to vote
      at
      any meeting of shareholders or any adjournment thereof, or entitled to receive
      payment of any dividend, or in order to make a determination of shareholders
      for
      any other proper purpose, the Board of Directors of the corporation may provide
      that the stock transfer books shall be closed for a stated period but not to
      exceed, in any case, seventy (70) days.  If the stock transfer books shall
      be closed for the purpose of determining shareholders entitled to notice of
      or
      to vote at a meeting of shareholders, such books shall be closed for at least
      ten (10) days immediately preceding such meeting.  In lieu of closing the
      stock transfer books, the Board of Directors may fix in advance a date as the
      record date for any such determination of shareholders, such date in any case
      to
      be not more than seventy (70) days prior to the date on which the particular
      action requiring such determination of shareholders is to be taken.  Except
      as provided in the Articles of Incorporation establishing one or more classes
      or
      series of Preferred Stock, if the stock transfer books are not closed and no
      record date is fixed for the determination of shareholders entitled to notice
      of
      or to vote at a meeting of shareholders, or shareholders entitled to receive
      payment of a dividend, the date on which notice of the meeting is mailed or
      the
      date on which the resolution of the Board of Directors declaring such dividend
      is adopted, as the case may be, shall be the record date for such determination
      of shareholders.  When a determination of shareholders entitled to vote at
      any meeting of shareholders has been made as provided in this Section 6, such
      determination shall apply to any adjournment thereof, except that the Board
      of
      Directors must fix a new record date if the meeting is adjourned to a date
      more
      than one hundred twenty (120) days after the date fixed for the original
      meeting.





Section
      7. Shareholders’ List . 
      The officer having charge of the stock transfer books for shares of stock of
      the
      corporation shall make a complete list of the shareholders entitled to vote
      at a
      meeting of shareholders or any adjournment thereof, arranged in alphabetical
      order, with the registered address of and the number of shares held by each,
      which list shall be kept on file at the office of the corporation and shall
      be
      subject to inspection by any shareholder at any time during usual business
      hours
      beginning two business days after notice of such meeting is given for which
      such
      list was prepared.  Such list shall also be produced and kept open at the
      time and place of the meeting and shall be subject to the inspection of any
      shareholder during the whole time of the meeting.  The original stock
      transfer books shall be prima facie evidence as to who are the shareholders
      entitled to examine such list or transfer books or to vote at any meeting of
      shareholders.  Failure to comply with the requirement of this Section 7
      shall not affect the validity of any action taken at any such
      meeting.





2








Section
      8. Voting of Shares by Certain Holders . 
      Shares standing in the name of another corporation, domestic or foreign, may
      be
      voted by such officer, agent or proxy as the bylaws of such corporation may
      prescribe, or, in the absence of such provision, as the board of directors
      of
      such corporation may determine.





Shares
      held by a person who is an administrator, executor, guardian or conservator
      may
      be voted by such person, either in person or by proxy, without the transfer
      of
      such shares into the name of such person.  Shares standing in the name of a
      trustee may be voted by such trustee, either in person or by proxy, but no
      trustee shall be entitled to vote shares held by such trustee without a transfer
      of such shares into the name of such trustee.





Shares
      held in the name of a receiver may be voted by such receiver, and shares held
      by
      or under the control of a receiver may be voted by such receiver without the
      transfer thereof into the name of such receiver if authority so to do is
      contained in an appropriate order of the court by which such receiver was
      appointed.





A
      shareholder whose shares are pledged shall be entitled to vote such shares
      until
      the shares have been transferred into the name of the pledgee, and thereafter
      the pledgee shall be entitled to vote the shares so transferred.





On
      and
      after the date on which written notice of redemption of redeemable shares has
      been mailed to the holders thereof and a sum sufficient to redeem such shares
      has been deposited with a bank or trust company with irrevocable instruction
      and
      authority to pay the redemption price to the holders thereof upon surrender
      of
      certificates therefor, such shares shall not be entitled to vote on any matter
      and shall not be deemed to be outstanding shares.





Shares
      of
      the corporation are not entitled to be voted if they are owned, directly or
      indirectly, by a second corporation, and the corporation owns, directly or
      indirectly, a majority of the shares entitled to vote for the election of
      directors of such second corporation, nor shall any such shares be counted
      in
      determining the total number of outstanding shares at any given
      time.





At
      all
      meetings of shareholders, a shareholder may vote either in person or by proxy
      executed in writing by the shareholder or by the duly authorized
      attorney-in-fact of such shareholder.  Such proxy and any revocation
      thereof shall be filed with the Secretary of the corporation.  No proxy
      shall be valid after eleven (11) months from the date of its execution, unless
      otherwise provided in the proxy.





Section
      9. Proxies . 
      When a valid proxy is filed with the Secretary of the corporation, the proxy
      named therein (or the duly appointed substitute of such proxy, if the proxy
      authority permits the appointment of a substitute) shall be entitled to enter
      and be present at the shareholders' meeting designated in the proxy appointment,
      and to exercise the power granted to such proxy under such proxy appointment,
      notwithstanding that the shareholder who gave the proxy appointment is
      personally present at the meeting, unless and until such proxy appointment
      is
      revoked by a written instrument of revocation, stating the time and date of
      revocation of the proxy appointment, duly signed by the shareholder who executed
      the proxy appointment, and filed with the Secretary of the corporation. 
Subject to any express limitation or restriction in any such proxy appointment
      contained, a vote, consent or action taken by a proxy prior to revocation
      thereof, as hereinbefore provided, shall be valid and binding on the shareholder
      who gave the proxy appointment.  Each proxy appointment, and also each
      instrument of revocation thereof, shall be retained by the Secretary of the
      corporation as required by regulatory authorities.





3








Section
      10. Quorum . 
      The holders of a majority of the votes of the shares entitled to vote thereat,
      represented in person or by proxy, shall constitute a quorum for the transaction
      of business at all meetings of the shareholders except as otherwise provided
      by
      the Iowa Business Corporation Act, the Articles of Incorporation or these
      bylaws.  The holders of a majority of the votes of the shares present in
      person or by proxy at any meeting and entitled to vote thereat shall have power
      successively to adjourn the meeting to a specified date whether or not a quorum
      be present.  The time and place to which any such adjournment is taken
      shall be publicly announced at the meeting, and no further notice thereof shall
      be necessary.  At any such adjourned meeting at which a quorum shall be
      present or represented, any business may be transacted which might have been
      transacted at the meeting as originally called.





Section
      11. Manner of Votin g. 
      Upon demand of any shareholder entitled to vote thereon, the vote on any
      question before the meeting shall be by ballot.  If a quorum is present,
      the affirmative vote of the majority of the votes of the shares represented
      at
      the meeting and entitled to vote on the subject matter shall be the act of
      the
      shareholders, unless the vote of a greater number or voting by classes is
      required by the Iowa Business Corporation Act or the Articles of
      Incorporation.





Section
      12. Officers of the Meeting-Powers . 
      The Chairman of the Board of Directors (if there be one), or in the absence
      of
      the Chairman of the Board, the President of the corporation shall call meetings
      of the shareholders to order and shall act as chairman thereof.  The Board
      of Directors may appoint any shareholder to act as chairman of any meeting
      in
      the absence of the Chairman of the Board of Directors and the President, and
      in
      the case of the failure of the Board of Directors to appoint a chairman, the
      shareholders present at the meeting shall elect a chairman who shall be
      either a shareholder or a proxy of a shareholder.





The
      Secretary of the corporation shall act as secretary at all meetings of
      shareholders.  In the absence of the Secretary at any meeting of
      shareholders, the chairman may appoint any person to act as secretary of the
      meeting.





Section
      13. Power of Chairman . 
      The chairman of any shareholders' meeting shall have power to determine the
      eligibility of votes, and may reject votes, whether cast in person or by proxy,
      as irregular, unauthorized or not cast in accordance with the Articles of
      Incorporation or these bylaws.  The decisions of such chairman as to such
      matters shall be final unless challenged from the floor, immediately after
      being
      announced, and overruled by the vote of the holders of a majority of the shares
      represented at the meeting.  Such chairman may appoint inspectors of
      election to count ballots, whenever voting is by ballot.  Such chairman
      shall have power to order any unauthorized persons to leave the meeting and
      to
      enforce such orders, and shall have and exercise all power and authority, and
      perform all duties customarily possessed and performed by the presiding officer
      of such a meeting.





4







Section
      14. Action
      Without Meeting .
      Any
      action required or permitted to be taken at any annual or special meeting of
      shareholders may be taken without a meeting, without prior notice and without
      a
      vote, if a consent or consents in writing, setting forth the action so taken,
      shall be signed by the holders of outstanding shares having not less than ninety
      percent (90%) of the votes entitled to vote at the meeting at which all shares
      entitled to vote on the action were present and voted and shall be delivered
      to
      the corporation by delivery to its registered office in the State of Iowa,
      its
      principal place of business, or an officer or agent of the corporation having
      custody of the book in which proceedings of meetings of shareholders are
      recorded. Delivery made to the corporation's registered office shall be by
      hand
      or by certified or registered mail, return receipt requested. Prompt notice
      of
      the taking of the corporate action without a meeting by less than unanimous
      written consent shall be given to those shareholders who have not consented
      in
      writing.





ARTICLE
      III





BOARD
      OF
      DIRECTORS





Section
      1. Powers . 
      The business and affairs of the corporation shall be managed by the Board of
      Directors.





Section
      2. Number and Qualification of Directors . 
      The Board of Directors shall consist of not more than ten and not less than
      three members who shall be elected at the annual meeting of shareholders. 
A director may but need not be a shareholder or a resident of the State of
      Iowa.  Each director shall be elected to serve until the next annual
      meeting of shareholders and until the successor of such director shall be
      elected or appointed as provided in Section 3 of this Article III, and shall
      have qualified.





Section
      3. Vacancies . 
      If a vacancy in the Board of Directors shall occur by reason of death,
      resignation, retirement, disqualification, removal from office, an increase
      in
      the number of members, or otherwise, a majority of the remaining directors,
      though less than a quorum, may appoint a director to fill such vacancy, who
      shall hold office for the unexpired term of the directorship in respect of
      which
      such vacancy occurred or for the full term of any new directorship caused by
      any
      increase in the number of members.





Section
      4. Time and Place of Meetings . 
A
      regular meeting of the Board of Directors shall be held, without notice other
      than this bylaw, immediately after, and at the same place as, the annual meeting
      of shareholders. The Board of Directors may provide, by resolution, the time
      and
      place, either within or without the State of Iowa, for the holding of additional
      regular meetings without other notice than such resolution.





Section
      5. Special Meetings . 
      Special meetings of the Board of Directors for any purpose or purposes may
      be
      called by the Chairman of the Board of Directors (if there be one) or by
      the President or a majority of the Board of Directors, and shall be held at
      such place as may be fixed by the person or persons calling such meeting and
      as
      shall be specified in the notice of such meeting.  The Secretary or an
      assistant secretary shall give not less than two (2) days' notice of the date,
      time and place of each such meeting to each director in the manner provided
      in
      Section 6 of this Article III.  Neither the business to be transacted at,
      nor the purpose of, any special meeting of the Board of Directors need be
      specified in the notice given, or waiver of notice obtained, of such meeting
      as
      provided in Section 7 or 8, as the case may be, of this Article
      III.





5





Section
      6. Manner of Giving Notice of Meetings . 
      Notice of any special meeting of the Board of Directors may be given to any
      director by telephone, facsimile or by telegram addressed to such director
      at
      such address as last appears in the records of the Secretary of the corporation
      or by mail by depositing the same in the post office or letter box in a
      postpaid, sealed envelope addressed to such director at such address.





It
      shall
      be the duty of every director to furnish the Secretary of the corporation with
      the post office address of such director and to notify the Secretary of any
      change therein.





Section
      7. Waiver of Notice . 
      Whenever any notice is required to be given to directors under the provisions
      of
      the Iowa Business Corporation Act or of the Articles of Incorporation or these
      bylaws, a waiver thereof in writing signed by the director entitled to such
      notice, whether before, at or after the time stated therein, shall be deemed
      equivalent thereto.  Attendance of a director at a meeting shall constitute
      a waiver of notice of such meeting, except where a director attends a meeting
      for the express purpose of objecting to the transaction of any business because
      the meeting is not lawfully called or convened.





Section
      8. Quorum . 
      At all meetings of the Board of Directors, a majority of the number of directors
      fixed by these bylaws shall constitute a quorum for the transaction of
      business.  The act of a majority of the directors present at any meeting at
      which a quorum is present shall be the act of the Board of Directors, except
      as
      may be otherwise specifically provided by the Iowa Business Corporation Act
      or
      by the Articles of Incorporation or by these bylaws.  If a quorum shall not
      be present at any meeting of directors, the director or directors present may
      adjourn the meeting to a specified time, without notice other than announcement
      at the meeting.





Section
      9. Conduct of Meetings . 
      The Chairman of the Board of Directors (if there be one), or in the absence
      of
      the Chairman of the Board of Directors, the President of the corporation shall
      act as the presiding officer at Board of Directors meetings, and the Secretary
      or an assistant secretary of the corporation shall act as the secretary of
      the
      meeting.  In the absence of the Chairman of the Board of Directors (if
      there be one) and the President, the Board of Directors may appoint one of
      its
      number to act as the presiding officer.  The presiding officer at Board of
      Director meetings shall be entitled to vote as a director on all
      questions.





Minutes
      of all meetings of the Board shall be permanently kept by the Secretary, and
      all
      minutes shall be signed by the presiding officer and attested by the secretary
      of the meeting.





The
      Board
      of Directors shall have power to formulate rules and regulations governing
      the
      conduct of Board of Directors meetings and the procedure thereat.





Section
      10. Executive and Other Committees . 
      The Board of Directors may, by resolution adopted by a majority of the number
      of
      directors fixed in accordance with Article III, Section 2 of these bylaws,
      designate from among its members an executive committee and one or more other
      committees each of which, to the extent provided in such resolution and
      permitted by the Iowa Business Corporation Act, shall have and may exercise
      all
      the authority of the Board of Directors.





6








Section
      11. Compensation of Directors . 
      The Board of Directors shall have the authority to fix the compensation of
      directors.  Any director may serve the corporation in any other capacity
      and receive compensation therefor.





Section
      12. Indemnification of Directors, Officers
      and Employees .





(a)  Right to Indemnification . 
      Each person who was or is a party or is threatened to be made a party to or
      is
      involved in any action, suit or proceeding, whether civil, criminal,
      administrative or investigative or arbitration and whether formal or informal
      ("proceeding"), by reason of the fact that he or she, or a person of whom he
      or
      she is the legal representative, is or was a director, officer or partner,
      trustee employee of the corporation or is or was serving at the request of
      the
      corporation as a director, officer or employee of another corporation or of
      a
      partnership, joint venture, trust or other enterprise, including service with
      respect to employee benefit plans, whether the basis of such proceeding is
      alleged action in an official capacity while serving as a director, officer
      or
      employee or in any other capacity while serving as a director, officer or
      employee, shall be indemnified and held harmless by the corporation to the
      fullest extent authorized by the Iowa Business Corporation Act, as the same
      exists or may hereafter be amended, (but, in the case of any such amendment,
      only to the extent that such amendment permits the corporation to provide
      broader indemnification rights than the Iowa Business Corporation Act permitted
      the corporation to provide prior to such amendment), against all reasonable
      expenses, liability and loss(including, without limitation, attorneys' fees,
      all
      costs, judgments, fines, Employee Retirement Income Security Act excise taxes
      or
      penalties and amounts paid or to be paid in settlement) reasonably incurred
      or
      suffered by such person in connection therewith. Such right shall be a contract
      right and shall include the right to be paid by the corporation expenses
      incurred in defending any such proceeding in advance of its final disposition;
      provided, however, that, the payment of such expenses incurred by a director,
      officer or employee in his or her capacity as a director, officer or employee
      (and not in any other capacity in which service was or is rendered by such
      person while a director, officer or employee including, without limitation,
      service to an employee benefit plan) in advance of the final disposition of
      such
      proceeding, shall be made only upon due authorization by a majority of
      disinterested directors or shareholders of the corporation and upon delivery
      to
      the corporation of (i) a written undertaking, by or on behalf of such director,
      officer or employee to repay all amounts so advanced if it should be determined
      ultimately that such director, officer or employee is not entitled to be
      indemnified under this Section or otherwise, or (ii) a written affirmation
      by or
      on behalf of such director, officer or employee that, in such person's good
      faith belief, such person has met the standards of conduct set forth in the
      Iowa
      Business Corporation Act.





(b)  Right of Claimant to Bring Suit . 
      If a claim under paragraph (a) is not paid in full by the corporation within
      thirty (30) days after a written claim has been received by the corporation,
      the
      claimant may at any time thereafter bring suit against the corporation to
      recover the unpaid amount of the claim and, if successful in whole or in part,
      the claimant shall be entitled to be paid also the expenses of prosecuting
      such
      claim.  It shall be a defense to any such action that the claimant has not
      met the standards of conduct which make it permissible under the Iowa Business
      Corporation Act for the corporation to indemnify the claimant for the amount
      claimed, but the burden of proving such defense shall be on the
      corporation.  The failure of the corporation (including its Board of
      Directors, independent legal counsel, or its shareholders) to have made a
      determination prior to the commencement of such action that indemnification
      of
      the claimant is proper in the circumstances because he or she has met the
      applicable standard of conduct set forth in the Iowa Business Corporation Act,
      shall not be a defense to the action or create a presumption that claimant
      had
      not met the applicable standard of conduct.





7








(c)  Benefit .
      Indemnification provided hereunder shall, in the case of the death of the person
      entitled to indemnification, inure to the benefit of such person's heirs,
      executors or other lawful representatives. The invalidity or unenforceability
      of
      any provision of this Section 12 shall not affect the validity or enforceability
      of any other provision of this Section 12.





(d)  Certain
      Actions; Presumption of Standard of Conduct .
      Any
      action taken or omitted to be taken by any director, officer or employee in
      good
      faith and in compliance with or pursuant to any order, determination, approval
      or permission made or given by a commission, board, official or other agency
      of
      the United States or of any state or other governmental authority with respect
      to the property or affairs of the corporation or any such business corporation,
      not-for-profit corporation, joint venture, trade association or other entity
      over which such commission, board, official or agency has jurisdiction or
      authority or purports to have jurisdiction or authority shall be presumed to
      be
      in compliance with the standard of conduct set forth in Section 490.851 (or
      any
      successor provision) of the Iowa Business Corporation Act whether or not it
      may
      thereafter be determined that such order, determination, approval or permission
      was unauthorized, erroneous, unlawful or otherwise improper.





(e)  Litigation;
      Presumption of Standard of Conduct .
      Unless
      finally determined, the termination of any litigation, whether by judgment,
      settlement, conviction or upon a plea of nolo contendere, or its equivalent,
      shall not create a presumption that the action taken or omitted to be taken
      by
      the person seeking indemnification did not comply with the standard of conduct
      set forth in Section 490.851 (or successor provision) of the Iowa Business
      Corporation Act.





(f)  Non-Exclusivity of Rights . 
      The rights conferred on any person by this Section 12 shall not be exclusive
      of
      any other right which any person may have or hereafter acquire under any
      statute, provision of the Articles of Incorporation, as amended, bylaws,
      agreement, vote of shareholders or disinterested directors or otherwise.





(g)  Insurance . 
      The corporation may maintain insurance, at its expense, to protect itself and
      any such director, officer or employee of the corporation or another
      corporation, partnership, joint venture, trust or other enterprise against
      any
      such expense, liability or loss, whether or not the corporation would have
      the
      power to indemnify such person against such expense, liability or loss under
      the
      Iowa Business Corporation Act.





Section
      13. Action by Directors
      Without a Meeting . 
      Any action required to be taken at a meeting of the Board of Directors or a
      committee of directors and any other action which may be taken at a meeting
      of
      the Board of Directors or a committee of directors may be taken without a
      meeting if a consent in writing, setting forth the action so taken, shall be
      signed by all of the directors or all of the members of the committee of
      directors, as the case may be, entitled to vote with respect to the subject
      matter thereof.





8





ARTICLE
      IV





OFFICERS


At
      the
      first regular meeting of the Board of Directors following each annual meeting
      of
      the shareholders, the Board of Directors shall elect a President, a Secretary
      and a Treasurer; and the Board of Directors may at any meeting elect or appoint
      a Chairman of the Board of Directors, vice presidents and other officers or
      assistants to officers.





The
      Chairman of the Board of Directors (if there be one) shall be selected from
      among the members of the Board of Directors.  Other officers may be, but
      are not required to be, directors.  An officer may be, but need not be, a
      shareholder of the corporation.





Subject
      to the power of the Board of Directors to remove any officer from office at
      any
      time when in its judgment the best interests of the corporation will be served
      thereby, each officer shall serve until the successor of such officer is elected
      or appointed, unless his tenure of office is otherwise fixed by the Board of
      Directors by resolution, contract or agreement for a different period of
      time.





The
      Board
      of Directors shall have power to fix the compensation of each officer, to
      decrease or increase such compensation, to prescribe the duties of such officer,
      to change the nature of such duties, or to remove such officer from office
      and
      elect or appoint the successor of such officer, in each case subject to the
      terms of any agreement between such officer and the corporation.





Section
      1. Chairman of the Board of Directors . 
      The Chairman of the Board of Directors (if there be one) shall preside at all
      meetings of the shareholders and of the directors, at which the Chairman is
      present.  The Chairman shall perform all duties incident to the office of
      Chairman of the Board of Directors and such other duties as, from time to time,
      may be assigned to the Chairman by the Board of Directors, and, if so designated
      by an appropriate resolution of the Board of Directors or an agreement between
      the Chairman and the corporation, shall be the chief executive officer of the
      corporation, subject, however, to the right of the Board of Directors to
      delegate any specific power to any other officer or officers of the corporation;
      and the Chairman shall see that all orders and resolutions of the Board of
      Directors are carried into effect.





Section
      2. President . 
      The President of the corporation shall have general and active management of
      and
      exercise general supervision of the business and affairs of the corporation
      and,
      if so designated by an appropriate resolution of the Board of Directors, or
      an
      agreement between the President and the corporation, shall be the chief
      operating officer of the corporation, subject, however, to the right of the
      Board of Directors to delegate any specific power to any other officer or
      officers of the corporation; and the President shall see that all orders and
      resolutions of the Board of Directors are carried into effect.  The
      President shall have concurrent power with the Chairman of the Board of
      Directors to sign bonds, mortgages, certificates for shares, and other contracts
      and documents, except in cases where the signing and execution thereof shall
      be
      expressly delegated by law, by the Board of Directors, or by these bylaws to
      some other officer of the corporation.  In the absence of the Chairman of
      the Board of Directors or in the event of the disability or refusal of the
      Chairman to act, the President shall have such other powers as are vested in
      the
      Chairman of the Board of Directors.  In general, the President shall
      perform the duties incident to the office of President and such other duties
      as
      may be prescribed by the Board of Directors from time to time.





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Section
      3. Vice Presidents . 
      The vice presidents shall perform such of the duties and exercise such of the
      powers of the President as shall be assigned to them from time to time by the
      Board of Directors or the President, and shall perform such other duties as
      the
      Board of Directors or the President shall from time to time prescribe.  Any
      vice president may sign certificates for shares of the corporation and any
      deeds, mortgages, bonds, contracts or other instruments which the Board of
      Directors has authorized to be executed, which authorizations may be either
      specific or general.  In case of the death, disability or absence of the
      Chairman of the Board of Directors (if there be one) and the President, then
      a
      vice president shall perform the duties of the President, including interim
      duties, and when so acting shall have all the powers of and be subject to all
      restrictions upon the President.





Section
      4. Secretary .
      The
      Secretary shall attend all meetings of the shareholders and of the Board of
      Directors and shall keep the minutes of such meetings.  The Secretary shall
      perform like duties for the standing committees of the Board of Directors when
      required.  Except as otherwise provided by these bylaws or by the Iowa
      Business Corporation Act, the Secretary shall give, or cause to be given, notice
      of all meetings of the shareholders and of the Board of Directors, and shall
      perform such other duties as may be prescribed by the Board of Directors or
      the
      Chairman of the Board of Directors (if there be one) or the
      President.





The
      Secretary shall have custody of the minute books, containing the minutes of
      shareholders' and directors' meetings, of the stock books of the corporation,
      and of all corporate records.  The Secretary shall have the duty to see
      that the books, reports, statements, certificates and all other documents and
      reports of the corporation required by law are properly prepared, kept and
      filed.  The Secretary shall, in general, perform all duties incident to the
      office of Secretary.





Section
      5. Assistant Secretaries . 
      The assistant secretaries shall perform such of the duties and exercise such
      of
      the powers of the Secretary as shall be assigned to them from time to time
      by
      the Board of Directors or the Chairman of the Board of Directors (if there
      be
      one) or the President or the Secretary, and shall perform such other duties
      as
      the Board of Directors or the Chairman of the Board of Directors (if there
      be
      one) or the President shall from time to time prescribe.





Section
      6. Treasurer . 
      The Treasurer shall have the custody of all moneys, stocks, bonds and other
      securities of the corporation, and of all other papers on which moneys are
      to be
      received and of all papers which relate to the receipt or delivery of the
      stocks, bonds, notes and other securities of the corporation in the possession
      of the Treasurer.  The Treasurer is authorized to receive and receipt for
      stocks, bonds, notes and other securities belonging to the corporation or which
      are received for its account, and to place and keep the same in safety deposit
      vaults rented for the purpose, or in safes or vaults belonging to the
      corporation.  The Treasurer is authorized to collect and receive all moneys
      due the corporation and to receipt therefor, and to endorse all checks, drafts,
      vouchers or other instruments for the payment of money payable to the
      corporation when necessary or proper and to deposit the same to the credit
      of
      the corporation in such depositaries as the Treasurer may designate for the
      purpose, and the Treasurer may endorse all commercial documents for or on behalf
      of the corporation.  The Treasurer is authorized to pay interest on
      obligations when due and dividends on stock when duly declared and
      payable.  The Treasurer shall, when necessary or proper, disburse the funds
      of the Corporation, taking proper vouchers for such disbursements.  The
      Treasurer shall cause to be kept in the office of the Treasurer true and full
      accounts of all receipts and disbursements, and shall render to the Board of
      Directors and the Chairman of the Board of Directors (if there be one) or the
      President, whenever they may require it, an account of all the transactions
      as
      Treasurer and of the financial condition of the corporation.  The Treasurer
      shall also perform such other duties as may be prescribed by the Board of
      Directors or the Chairman of the Board of Directors (if there be one) or the
      President.  The Treasurer shall, in general, perform all duties usually
      incident to the office of Treasurer.





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Section
      7. Assistant Treasurers . 
      The assistant treasurers shall perform such of the duties and exercise such
      of
      the powers of the Treasurer as shall be assigned to them from time to time
      by
      the Board of Directors or the Chairman of the Board of Directors (if there
      be
      one) or the President or the Treasurer, and shall perform such other duties
      as
      the Board of Directors or the Chairman of the Board of Directors (if there
      be
      one) or the President shall from time to time prescribe.





ARTICLE
      V





STOCK
      CERTIFICATES





Section
      1. Registrars and Transfer Agents . 
      The Board of Directors shall determine the form of and provide for the issue,
      registration and transfer of the stock certificates of the corporation, and
      may
      appoint registrars and transfer agents, who may be natural persons or
      corporations.  The office of any transfer agent or registrar may be
      maintained within or without the State of Iowa.





Section
      2. Signatures . 
      Stock certificates issued by the corporation shall bear the signatures of the
      Chairman of the Board of Directors (if there be one) or the President or any
      Vice President and of the Secretary or any assistant secretary and such officers
      are hereby authorized and empowered to sign such certificates when the issuance
      thereof has been duly authorized by the Board of Directors; provided, however,
      that if certificates representing shares of any class or series of stock issued
      by the corporation are countersigned by manual signature by a transfer agent,
      other than the corporation or its employee, or registered by manual signature
      by
      a registrar, other than the corporation or its employee, any other signature
      on
      such certificate may be a facsimile, engraved, stamped or printed.  In case
      any officer who has signed or whose facsimile signature has been placed upon
      such certificate for the corporation shall cease to be such officer of the
      corporation before such certificate is issued, such certificate may be issued
      by
      the corporation with the same effect as if he were such officer at the date
      of
      its issue.





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Section
      3. Transfers . 
      Transfers of shares shall be made on the books of the corporation only by the
      registered owner thereof (or the legal representative of such owner, upon
      satisfactory proof of authority therefor), or by the attorney of such owner
      lawfully constituted in writing by documents filed with the Secretary or
      transfer agent of the corporation, and only upon surrender of the certificate
      to
      be transferred, or delivery of an order of such owner if such shares are not
      represented by a certificate, and payment of applicable taxes with respect
      to
      such transfer, unless otherwise ordered by the Board of Directors.




Section
      4. Lost or Destroyed Certificates . 
      New certificates may be issued to replace lost, stolen or destroyed
      certificates, upon such terms and conditions as the Board of Directors may
      prescribe.




Section
      5. Rights of Registered Owners . 
      The corporation shall be entitled to recognize the exclusive right of a person
      registered or shown on its books as the owner of shares of its stock to receive
      dividends or any other distribution thereon, or to vote such shares, and to
      treat such person as the owner of such shares for all purposes and the
      corporation shall not be bound to recognize any equitable or other claim to
      or
      interest in its shares on the part of any person other than the registered
      or
      record owner thereof, whether or not it shall have notice thereof.





ARTICLE
      VI





GENERAL
      PROVISIONS





Section
      1. Instruments Affecting Real Estate . 
      Deeds, mortgages and other instruments affecting real estate owned by the
      corporation, the execution of which has been duly authorized by the Board of
      Directors, shall be signed on behalf of the corporation by the Chairman of
      the
      Board of Directors (if there be one) or the President or any vice president
      and
      by the Secretary or any assistant secretary.  Leases, contracts to
      purchase, and other instruments whereby the corporation acquires, in the
      ordinary course of business, an interest in real estate owned by others may
      be
      executed on behalf of the corporation by the Chairman of the Board of Directors
      (if there be one), the President or by any officer or employee of the
      corporation thereunto authorized by the Chairman of the Board of Directors
      (if
      there be one) or the President, without obtaining specific authorization
      therefor from the Board of Directors.





Section
      2. Other Instruments . 
      Bonds, notes and other secured or unsecured obligations of the corporation,
      when
      duly authorized by the Board of Directors, may be executed on behalf of the
      corporation by the Chairman of the Board of Directors (if there be one) or
      the
      President or any vice president, or by any other officer or officers thereunto
      duly authorized by the Board of Directors and the signature of any such officer
      may, if the Board of Directors shall so determine, be a facsimile. Contracts
      and
      other instruments executed in the ordinary course of business may be signed
      on
      behalf of the corporation by the Chairman of the Board of Directors (if there
      be
      one) or the President or by any officer or employee of the corporation thereunto
      authorized by the Chairman of the Board of Directors (if there be one) or the
      President, without obtaining specific authorization therefor from the Board
      of
      Directors.





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Section
      3. Fiscal Year . 
      The fiscal year of the corporation shall be the calendar year.





Section
      4. No Corporate Seal . 
      The corporation shall have no corporate seal.





Section
      5. Stock in Other Corporations . 
      Unless otherwise ordered by the Board of Directors, the Chairman of the Board
      of
      Directors (if there be one) or the President or any vice president of the
      corporation (i) shall have full power and authority to act and vote, in the
      name
      and on behalf of this corporation, at any meeting of shareholders of any
      corporation in which this corporation may hold stock, and at any such meeting
      shall possess and may exercise any and all of the rights and powers incident
      to
      the ownership of such stock, and (ii) shall have full power and authority to
      execute, in the name and on behalf of this corporation, proxies authorizing
      any
      suitable person or persons to act and to vote at any meeting of shareholders
      of
      any corporation in which this corporation may hold stock, and at any such
      meeting the person or persons so designated shall possess and may exercise
      any
      and all of the rights and powers incident to the ownership of such
      stock.





ARTICLE
      VII





AMENDMENTS





These
      bylaws may be altered, amended or repealed and new bylaws may be adopted by
      vote
      of a majority of the Board of Directors at any regular or special meeting of
      the
      Board of Directors.






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