SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C.  20549
                                
                           FORM 10-K/A
                         Amendment No. 1
                                
        Annual Report Pursuant to Section 13 or 15 (d) of
               the Securities Exchange Act of 1934
                                
           For the fiscal year ended December 31, 1998
                   Commission File No. 0-25551
                                
               MIDAMERICAN ENERGY HOLDINGS COMPANY
     (the successor in interest to CalEnergy Company, Inc.)
     (Exact name of registrant as specified in its charter)

Iowa                                              94-2213782
(State or other                                (I.R.S. Employer
jurisdiction or organization)                 Identification No.)
or organization)
                                
666 Grand Avenue, Des Moines, IA                       50309
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:  (515) 242-4300

  Securities registered pursuant to Section 12(b) of the Act:

 Title  of  each  class                           Name  of exchange
Common Stock, $0.0675                              on which registered
par value ("Common Stock")                        New York Stock Exchange
                                                  Pacific Stock Exchange
                                                  London Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  N/A

     Indicate by check mark whether the Registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d) of  the
Securities Exchange Act of 1934 during the preceding  12  months
(or for such shorter period that the Registrant was required  to
file  such  reports), and (2) has been subject  to  such  filing
requirements for the past 90 days:

               Yes    X                      No______

      Indicate by check mark if disclosure of delinquent  filers
pursuant to Item 405 of Regulation S-K is not contained  herein,
and   will  not  be  contained,  to  the  best  of  Registrant's
knowledge,   in  definitive  proxy  or  information   statements
incorporated by reference in Part III of this Form 10-K  or  any
amendment to this Form 10-K.  [  X  ]

      Based on the closing sales price of Common Stock on the New
York Stock Exchange on March 29, 1999, the aggregate market value
of  the  Common Stock held by non-affiliates of the  Company  was
$1,644,091,283 .

     58,848,905 shares of Common Stock were outstanding on March 29, 1999.

     Documents incorporated by reference:  N/A
                                
                                
<PAGE>                                
                           SIGNATURES
                                
Pursuant  to  the  requirements of Section 13  or  15(d)  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,  in the  City  of  Omaha,  State  of
Nebraska, on this 14th day of April, 1999.

                              CALENERGY COMPANY, INC.

                                        /s/ David L. Sokol*
                                   By   David L. Sokol
                                        President and Chief Executive Officer

                                   By:  /s/  Steven A. McArthur
                                             Steven A. McArthur
                                             Attorney-in-Fact

      Pursuant to the requirements of the Securities Exchange Act
of  1934,  this  report has been signed below  by  the  following
persons on behalf of the Registrant and in the capacities and  on
the dates indicated.

    Signature                                          Date

/s/   David L. Sokol*                               April  14, 1999
David L. Sokol
Chairman of the Board,
Chief Executive Officer, and
Director

/s/   Gregory E. Abel*                             April  14, 1999
Gregory E. Abel,
President and Chief Operating Officer

/s/   Patrick J. Goodman*                          April  14, 1999
Patrick J. Goodman
Senior Vice President,
Chief Financial Officer and
Chief Accounting Officer

/s/  Edgar D. Aronson*                             April  14, 1999
Edgar D. Aronson
Director

/s/   Judith E. Ayres*                             April  14, 1999
Judith E. Ayres
Director


*By:/s/ Steven A. McArthur                         April 14, 1999
Steven A. McArthur
Attorney-in-Fact

_______________                                    April 14, 1999
Terry E. Branstad
Director

_______________                                    April 14, 1999
Stanley J. Bright
Director

_______________                                    April 14, 1999
Jack W. Eugster
Director

/s/ Richard R. Jaros*                              April 14, 1999
Richard R. Jaros
Director

/s/ David R. Morris*                               April  14, 1999
David R. Morris
Director

________________                                   April 14, 1999
Robert L. Peterson
Director

/s/ John R. Shiner*                                April  14, 1999
John R. Shiner
Director

/s/ Bernard W. Reznicek*                           April  14, 1999
Bernard W. Reznicek
Director

/s/ Walter Scott, Jr.*                             April 14, 1999
Walter Scott, Jr.
Director

/s/ David E. Wit*                                  April  14, 1999
David E. Wit
Director


*By:/s/ Steven A. McArthur                        April 14, 1999
     Steven A. McArthur
     Attorney-in-Fact

     The undersigned registrant hereby amends and supplements
Item 14 of its Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, by filing herewith an amended and
restated Exhibit Index which shall read as follows and by filing
herewith the following Exhibits noted by an asterisk (*):

                         EXHIBIT INDEX

3.1  Amended  and  Restated  Articles  of  Incorporation  of  the
     Company  (incorporated  by reference  to  Annex  VI  to  the
     Company's Joint Proxy Statement, dated September 25, 1998).

*3.2 Articles of Merger of Maverick Reincorporation Sub, Inc. and
     CalEnergy Company, Inc. effective as of March 12, 1999.

*3.3 Articles  of Amendment to the Amended and Restated  Articles
     of  Incorporation  of  Maverick Reincorporation  Sub,  Inc.,
     effective  as of March 12, 1999 (name change to  MidAmerican
     Energy Holdings Company).

*3.4 Articles  of Amendment to the Amended and Restated  Articles
     of  Incorporation of the Company dated as of March 12,  1999
     (preferred stock rights).

3.5  The Company's Amended and Restated By-Laws (incorporated  by
     reference  to Exhibit 4.3 of the Company's Form  S-8,  dated
     March 19, 1999, Registration No. 333-74691).

4.1  Specimen   copy   of   form  of  Common  Stock   Certificate
     (incorporated  by reference to Exhibit 4.1 to the  Company's
     Form S-8, dated March 19, 1999, Registration No. 333-74691).

4.2  Shareholders  Rights  Agreement  between  the  Company   and
     Manufacturers  Hanover  Trust Company  of  California  dated
     March  12, 1999 (incorporated by reference to Exhibit  1  to
     the Company's Form 8-A, dated as of March 12, 1999, File No.
     1-14881).

4.3  Indenture  for  the  6 1/4% Convertible Junior  Subordinated
     Debentures,  dated  as  of April 1,  1996,  among  CalEnergy
     Company,  Inc.,  as Issuer, and the Bank  of  New  York,  as
     Trustee  (incorporated  by  reference  to  Exhibit  4.3   to
     Amendment 1 to the Company's Registration Statement on  Form
     S-3, Registration No. 333-08315).

4.4  Indenture,  dated  as  of September 20,  1996,  between  the
     Company  and IBJ Schroder Bank & Trust Company, as  trustee,
     relating  to $225,000,000 principal amount of 9 1/2%  Senior
     Notes due 2006 (incorporated by reference to Exhibit 4.1  to
     the   Company's   Registration  Statement   on   Form   S-3,
     Registration No. 333-15591).

4.5  Indenture  for  the  6 1/4% Convertible Junior  Subordinated
     Debentures due 2012, dated as of February 26, 1997,  between
     the Company, as issuer, and the Bank of New York, as Trustee
     (incorporated  by  reference  to  Exhibit  10.129   to   the
     Company's 1996 Form 10-K).

4.6  Registration Rights Agreement, dated August 12, 1997, by and
     among  CalEnergy Capital Trust III, CalEnergy Company, Inc.,
     Credit  Suisse First Boston Corporation and Lehman Brothers,
     Inc.   (incorporated  by  reference  Exhibit  10.1  to   the
     Company's Registration Statement and on Form S-3,  No.  333-
     45615).

4.7  Indenture,  dated as of October 15, 1997, among the  Company
     and   IBJ   Schroder  Bank  &  Trust  Company,  as   Trustee
     (incorporated  by reference to Exhibit 4.1 to the  Company's
     Current Report on Form 8-K dated October 23, 1997).

4.8  Form  of  First Supplemental Indenture, dated as of  October
     28,  1997, among the Company and IBJ Schroder Bank  &  Trust
     Company,  as Trustee (incorporated by reference  to  Exhibit
     4.2  to  the  Company's Current Report  on  Form  8-K  dated
     October 23, 1997).

4.9  Form of Second Supplemental Indenture, dated as of September
     22,  1998 between the Company and IBJ Schroder Bank &  Trust
     Company, as Trustee (incorporated by reference to Exhibit 4.1 to
     the Company's Current Report on Form 8-K dated September 17,
     1998.)

4.10 Form  of  Third Supplemental Indenture, dated as of November
     13,  1998, between the Company and IBJ Schroder Bank & Trust
     Company, as Trustee (incorporated by reference to the Company's
     Current Report on Form 8-K dated November 10, 1998).

10.1 1996 Employee Stock Option Plan, as amended (incorporated by
     reference   to  Exhibit  A  to  the  Company's  1996   Proxy
     Statement, 1997 Proxy Statement and 1998 Proxy Statement).

10.2 1994  Employee Stock Purchase Plan, as amended (incorporated
     by  reference  to  Exhibit  A to the  Company's  1994  Proxy
     Statement).

10.3 Amended  and  Restated  Employment  Agreement  between   the
     Company  and  David  L. Sokol dated as of  August  21,  1995
     (incorporated by reference to Exhibit 10.82 to the Company's 1995
     Form  10-K);  Amendment No. 1 to the  Amended  and  Restated
     Employment Agreement between the Company and David L. Sokol,
     dated August 28, 1996 (incorporated by reference to Exhibit 10.43
     to the Company's 1996 Form 10-K), and Amendment No. 2 to the
     Amended and Restated Employment Agreement between the Company and
     David L. Sokol dated April 16, 1997 (incorporated by reference to
     Exhibit 10.32 to the Company's 1997 Form 10-K).

*10.4     Restricted Stock Exchange Agreement between the Company
     and   David  L.  Sokol  dated  as  of  November   29,   1995
     (incorporated by reference to Exhibit 10.43 to the Company's
     1995  Form  10-K),  Amendment No. 1 to the Restricted  Stock
     Exchange  Agreement between the Company and David  L.  Sokol
     dated  August 28, 1996 and Amendment No. 2 dated  April  16,
     1997.

10.5 Employment  Agreement  between the Company  and  Gregory  E.
     Abel,  dated  August 6, 1996 (incorporated by  reference  to
     Exhibit 10.44 to the Company's 1996 Form 10-K).

10.6 Amendment  No.  1  to the Employment Agreement  between  the
     Company   and   Gregory  E.  Abel  dated  April   16,   1997
     (incorporated by reference to Exhibit 10.34 to the Company's
     1997 Form 10-K).

10.7 Employment  Agreement  between the  Company  and  Steven  A.
     McArthur, dated August 6, 1996 (incorporated by reference to
     Exhibit 10.46 to the Company's 1996 Form 10-K).

10.8 Amendment  No.  1  to the Employment Agreement  between  the
     Company  and  Steven  A.  McArthur  dated  April  16,   1997
     (incorporated by reference to Exhibit 10.38 to the Company's
     1997 Form 10-K).

10.9 125  MW  Power  Plant - Upper Mahiao Agreement  (the  "Upper
     Mahiao  ECA")  dated  September 6, 1993 between  PNOC-Energy
     Development  Corporation ("PNOC-EDC")  and  Ormat,  Inc.  as
     amended  by the First Amendment to 125 MW Power Plant  Upper
     Mahiao  Agreement dated as of January 28, 1994,  the  Letter
     Agreement  dated  February 10, 1994,  the  Letter  Agreement
     dated  February 18, 1994 and the Fourth Amendment to 125  MW
     Power  Plant - Upper Mahiao Agreement dated as of  March  7,
     1994  (incorporated  by reference to Exhibit  10.95  to  the
     Company's 1994 Form 10-K).

10.10      Credit  Agreement dated April 8, 1994  among  CE  Cebu
     Geothermal  Power Company, Inc., the Banks  thereto,  Credit
     Suisse as Agent (incorporated by reference to Exhibit  10.96
     to the Company's 1994 Form 10-K).

10.11      Credit Agreement dated as of April 8, 1994 between  CE
     Cebu  Geothermal Power Company, Inc., Export-Import Bank  of
     the  United  States  (incorporated by reference  to  Exhibit
     10.97 to the Company's 1994 Form 10-K).

10.12      Pledge  Agreement among CE Philippines Ltd, Ormat-Cebu
     Ltd.,  Credit  Suisse  as  Collateral  Agent  and  CE   Cebu
     Geothermal  Power Company, Inc. dated as of  April  8,  1994
     (incorporated by reference to Exhibit 10.98 to the Company's
     1994 Form 10-K).

10.13      Overseas  Private Investment Corporation  Contract  of
     Insurance  dated April 8, 1994 between the Overseas  Private
     Investment Corporation ("OPIC") and the Company through  its
     subsidiaries CE International Ltd., CE Philippines Ltd., and
     Ormat-Cebu Ltd. (incorporated by reference to Exhibit  10.99
     to the Company's 1994 Form 10-K).

10.14       180   MW   Power   Plant   -  Mahanagdong   Agreement
     ("Mahanagdong  ECA") dated September 18, 1993 between  PNOC-
     EDC  and CE Philippines Ltd. and the Company, as amended  by
     the  First Amendment to Mahanagdong ECA dated June 22, 1994,
     the  Letter  Agreement  dated  July  12,  1994,  the  Letter
     Agreement  dated July 29, 1994, and the Fourth Amendment  to
     Mahanagdong  ECA  dated  March  3,  1995  (incorporated   by
     reference to Exhibit 10.100 to the Company's 1994  Form  10-
     K).

10.15      Credit  Agreement dated as of June 30, 1994  among  CE
     Luzon  Geothermal  Power  Company,  Inc.,  American  Pacific
     Finance  Company,  the Lenders party thereto,  and  Bank  of
     America   National   Trust   and  Savings   Association   as
     Administrative Agent (incorporated by reference  to  Exhibit
     10.101 to the Company's 1994 Form 10-K).

10.16      Credit Agreement dated as of June 30, 1994 between  CE
     Luzon Geothermal Power Company, Inc. and Export-Import  Bank
     of  the  United States (incorporated by reference to Exhibit
     10.102 to the Company's 1994 Form 10-K).

10.17      Finance Agreement dated as of June 30, 1994 between CE
     Luzon  Geothermal  Power Company, Inc. and Overseas  Private
     Investment Corporation (incorporated by reference to Exhibit
     10.103 to the Company's 1994 Form 10-K).

10.18      Pledge  Agreement dated as of June 30, 1994  among  CE
     Mahanagdong  Ltd.,  Kiewit  Energy  International  (Bermuda)
     Ltd., Bank of America National Trust and Savings Association
     as  Collateral Agent and CE Luzon Geothermal Power  Company,
     Inc.  (incorporated by reference to Exhibit  10.104  to  the
     Company's 1994 Form 10-K).

10.19      Overseas  Private Investment Corporation  Contract  of
     Insurance dated July 29, 1994 between OPIC and the  Company,
     CE  International  Ltd., CE Mahanagdong  Ltd.  and  American
     Pacific Finance Company and Amendment No. 1 dated August  3,
     1994  (incorporated by reference to Exhibit  10.105  to  the
     Company's 1994 Form 10-K).

10.20      231  MW  Power  Plant - Malitbog Agreement  ("Malitbog
     ECA")  dated September 10, 1993 between PNOC-EDC  and  Magma
     Power  Company  and the First and Second Amendments  thereto
     dated  December  8,  1993 and March 10,  1994,  respectively
     (incorporated  by  reference  to  Exhibit  10.106   to   the
     Company's 1994 Form 10-K).

10.21      Credit  Agreement dated as of November 10, 1994  among
     Visayas Power Capital Corporation, the Banks parties thereto
     and  Credit Suisse Bank Agent (incorporated by reference  to
     Exhibit 10.107 to the Company's 1994 Form 10-K).

10.22     Finance Agreement dated as of November 10, 1994 between
     Visayas   Geothermal  Power  Company  and  Overseas  Private
     Investment Corporation (incorporated by reference to Exhibit
     10.108 to the Company's 1994 Form 10-K).

10.23      Pledge and Security Agreement dated as of November 10,
     1994 among Broad Street Contract Services, Inc., Magma Power
     Company,  Magma Netherlands B.V. and Credit Suisse  as  Bank
     Agent  (incorporated by reference to Exhibit 10.109  to  the
     Company's 1994 Form 10-K).

10.24      Overseas  Private Investment Corporation  Contract  of
     Insurance  dated December 21, 1994 between  OPIC  and  Magma
     Netherlands,  B.V.  (incorporated by  reference  to  Exhibit
     10.110 to the Company's 1994 Form 10-K).

10.25       Agreement   as  to  Certain  Common  Representations,
     Warranties,  Covenants and Other Terms, dated  November  10,
     1994 between Visayas Geothermal Power Company, Visayas Power
     Capital Corporation, Credit Suisse, as Bank Agent, OPIC  and
     the  Banks  named  therein  (incorporated  by  reference  to
     Exhibit 10.111 to the Company's 1994 Form 10-K).

10.26      Trust  Indenture dated as of November 27, 1995 between
     the   CE  Casecnan  Water  and  Energy  Company,  Inc.  ("CE
     Casecnan")   and  Chemical  Trust  Company   of   California
     (incorporated  by reference to Exhibit 4.1 to CE  Casecnan's
     Registration  Statement on Form S-4 dated January  25,  1996
     ("Casecnan S-4")).

10.27     Amended and Restated Casecnan Project Agreement between
     the National Irrigation Administration and CE Casecnan Water
     and Energy Company Inc. dated June 26, 1995 (incorporated by
     reference to Exhibit 10.1 to the Casecnan Form S-4).

10.28     Term Loan and Revolving Facility Agreement, dated as of
     October 28, 1996, among CE Electric UK Holdings, CE Electric
     UK  plc  and  Credit Suisse (incorporated  by  reference  to
     Exhibit 10.130 to the Company's 1996 Form 10-K).

10.29      Public  Electricity  Supply License  (incorporated  by
     reference to Exhibit 10.131 to the Company's 1996 Form 10-K)

10.30      Second Tier Supply Licenses to Supply Electricity  for
     England  & Wales and Scotland (incorporated by reference  to
     Exhibit 10.132 to the Company's 1996 Form 10-K).

10.31      Pooling  and Settlement Agreement for the  Electricity
     Industry  in  England and Wales dated 30th March,  1990  (as
     amended at 17th October, 1996), among The Generators  (named
     therein),  the Suppliers (named therein), Energy Settlements
     and  Information  Services  Limited  (as  Settlement  System
     Administrator), Energy Pool Funds Administration Limited (as
     Pool  Funds  Administrator), Scottish Power plc, Electricite
     deFrance,  Service  National  and  Others  (incorporated  by
     reference to Exhibit 10.133 to the Company's 1996  Form  10-
     K).

10.32      Master  Connection and User System Agreement with  The
     National  Grid  Company plc (incorporated  by  reference  to
     Exhibit 10.134 to the Company's 1996 Form 10-K).

10.33       Gas   Suppliers  License  dated  February  21,   1996
     (incorporated  by  reference  to  Exhibit  10.135   to   the
     Company's 1996 Form 10-K).

10.34     Acquisition Agreement by and between CalEnergy Company,
     Inc. and Kiewit Diversified Group Inc. dated as of September
     10,  1997  (incorporated by reference to Exhibit  2  to  the
     Company's  Current  Report on Form 8-K dated  September  11,
     1997).

10.35     Agreement and Plan of Merger dated as of August 11, 1998 by
     and among CalEnergy Company, Inc., Maverick Reincorporation Sub,
     Inc., MidAmerican Energy Holdings Company and MAVH Inc.
     (incorporated by reference to the Company's Current Report on
     Form 8-K dated August 11, 1998).

*10.36    Indenture and First Supplemental Indenture, dated March 11,
     1999, between MidAmerican Funding LLC and IBJ Whitehall Bank &
     Trust Company and the First Supplement thereto relating to the
     $700 million Senior Notes and Bonds.

*10.37    Settlement Agreement by and between MidAmerican Energy
     Company, the Iowa Utilities Board, the Iowa Office of Consumer
     Advocate, and others.

10.38      General Mortgage Indenture and Deed of Trust dated  as
     of  January 1, 1993, between Midwest Power Systems Inc.  and
     Morgan  Guaranty Trust Company of New York, Trustee.  (Filed
     as  Exhibit 4(b)-1 to Midwest Resources Inc.'s Annual Report
     on   Form  10-K  for  the  year  ended  December  31,  1992,
     Commission File No. 1-10654.)

10.39      First  Supplemental Indenture dated as of  January  1,
     1993, between Midwest Power Systems Inc. and Morgan Guaranty
     Trust Company of New York, Trustee.  (Filed as Exhibit 4(b)-
     2  to Midwest Resources' Annual Report on Form 10-K for  the
     year ended December 31, 1992, Commission File No. 1-10654.)

10.40      Second Supplemental Indenture dated as of January  15,
     1993, between Midwest Power Systems Inc. and Morgan Guaranty
     Trust Company of New York, Trustee.  (Filed as Exhibit 4(b)-
     3  to Midwest Resources' Annual Report on Form 10-K for  the
     year ended December 31, 1992, Commission File No. 1-10654.)

10.41      Third Supplemental Indenture dated as of May 1,  1993,
     between Midwest Power Systems Inc. and Morgan Guaranty Trust
     Company  of  New  York, Trustee.  (Filed as Exhibit  4.4  to
     Midwest  Resources' Annual Report on Form 10-K for the  year
     ended December 31, 1993, Commission File No. 1-10654.)

10.42      Fourth  Supplemental Indenture dated as of October  1,
     1994,  between Midwest Power Systems Inc. and  Harris  Trust
     and Savings Bank, Trustee.  (Filed as Exhibit 4.5 to Midwest
     Resources'  Annual Report on Form 10-K for  the  year  ended
     December 31, 1994, Commission File No. 1-10654.)

10.43      Fifth  Supplemental Indenture dated as of November  1,
     1994,  between Midwest Power Systems Inc. and  Harris  Trust
     and Savings Bank, Trustee.  (Filed as Exhibit 4.6 to Midwest
     Resources'  Annual Report on Form 10-K for  the  year  ended
     December 31, 1994, Commission File No. 1-10654.)

10.44      Indenture of Mortgage and Deed of Trust, dated  as  of
     March  1,  1947.  (Filed by Iowa-Illinois Gas  and  Electric
     Company  ("Iowa-Illinois") as Exhibit 7B to Commission  File
     No. 2-6922.)

10.45      Sixth Supplemental Indenture dated as of July 1, 1967.
     (Filed  by Iowa-Illinois as Exhibit 2.08 to Commission  File
     No. 2-28806.)

10.46      Twentieth Supplemental Indenture dated as  of  May  1,
     1982.   (Filed as Exhibit 4.B.23 to Iowa-Illinois' Quarterly
     Report  on  Form  10-Q for the period ended June  30,  1982,
     Commission File No.
     1-3573.)

10.47      Resignation  and  Appointment of successor  Individual
     Trustee.   (Filed  by  Iowa-Illinois as  Exhibit  4.B.30  to
     Commission File No. 33-39211.)

10.48      Twenty-Eighth Supplemental Indenture dated as  of  May
     15,  1992.   (Filed  as  Exhibit  4.31.B  to  Iowa-Illinois'
     Current  Report  on Form 8-K dated May 21, 1992,  Commission
     File No. 1-3573.)

10.49      Twenty-Ninth Supplemental Indenture dated as of  March
     15,  1993.   (Filed  as  Exhibit  4.32.A  to  Iowa-Illinois'
     Current  Report on Form 8-K dated March 24, 1993, Commission
     File No. 1-3573.)

10.50     Thirtieth Supplemental Indenture dated as of October 1,
     1993.   (Filed  as Exhibit 4.34.A to Iowa-Illinois'  Current
     Report  on  Form 8-K dated October 7, 1993, Commission  File
     No. 1-3573.)

10.51      Sixth Supplemental Indenture dated as of July 1, 1995,
     between Midwest Power Systems Inc. and Harris Trust and Savings
     Bank, Trustee.  (Filed as Exhibit 4.15 to MidAmerican Energy
     Company's ("MidAmerican Energy") Annual Report on Form 10-K dated
     December 31, 1995, Commission File No. 1-11505.)

10.52     Thirty-First Supplemental Indenture dated as of July 1,
     1995,  between  Iowa-Illinois Gas and Electric  Company  and
     Harris  Trust and Savings Bank, Trustee.  (Filed as  Exhibit
     4.16  to  MidAmerican Energy's  Annual Report on  Form  10-K
     dated December 31, 1995, Commission File No. 1-11505.)
     
10.53      Power  Sales  Contract between  Iowa  Power  Inc.  and
     Nebraska Public Power District, dated September 22, 1967.  (Filed
     as  Exhibit  4-C-2  to Iowa Power Inc.'s (IPR)  Registration
     Statement, Registration No. 2-27681).

10.54     Amendments Nos. 1 and 2 to Power Sales Contract between
     Iowa Power Inc. and Nebraska Public Power District.  (Filed as
     Exhibit 4-C-2a to IPR's Registration Statement, Registration No.
     2-35624.)

10.55      Amendment  No. 3 dated August 31, 1970, to  the  Power
     Sales Contract between Iowa Power Inc. and Nebraska Public Power
     District, dated September 22, 1967.  (Filed as Exhibit 5-C-2-b to
     IPR's Registration Statement, Registration No. 2-42191.)

10.56      Amendment  No. 4 dated March 28, 1974,  to  the  Power
     Sales Contract between Iowa Power Inc. and Nebraska Public Power
     District, dated September 22, 1967.  (Filed as Exhibit 5-C-2-c to
     IPR's Registration Statement, Registration No. 2-51540.)

10.57      Amendment No. 5 dated September 2, 1997, to the  Power
     Sales Contract between MidAmerican Energy Company and Nebraska
     Public Power District, dated September 22, 1967.  (Filed  as
     Exhibit 10.2 to MidAmerican Energy's Quarterly Reports on the
     combined Form 10-Q for the quarter ended September 30, 1997,
     Commission File Nos. 1-12459 and 1-11505, respectively.)

10.58     MidAmerican Energy Company Severance Plan For Specified
     Officers dated November 1, 1996.  (Filed as Exhibit 10.1  to
     MidAmerican Energy's Annual Reports on the combined Form 10-K for
     the year ended December 31, 1996, Commission File Nos. 1-12459
     and 1-11505, respectively.)

10.59      MidAmerican Energy Company Deferred Compensation  Plan
     for Executives.  (Filed as Exhibit 10.2 to MidAmerican Energy's
     Annual Report on Form 10-K dated December 31, 1995, Commission
     File No. 1-11505.)

10.60     MidAmerican Energy Company Supplemental Retirement Plan
     for  Designated  Officers.  (Filed as      Exhibit  10.3  to
     MidAmerican Energy's Annual Report on Form 10-K dated December
     31, 1995, Commission File No. 1-11505.)

10.61      MidAmerican  Energy  Company Key  Employee  Short-Term
     Incentive Plan.  (Filed as Exhibit 10.4 to MidAmerican's Annual
     Report on Form 10-K dated December 31, 1995, Commission File No.
     1-11505.)

10.62      Deferred  Compensation Plan for Executives of  Midwest
     Resources Inc. and Subsidiaries.  (Filed as Exhibit 10.1  to
     Midwest Resources' Annual Report on Form 10-K for the year ended
     December 31, 1990, Commission File No. 1-10654).

10.63      Deferred  Compensation Plan for Board of Directors  of
     Midwest Resources Inc. and Subsidiaries. (Filed as Exhibit 10.2
     to Midwest Resources' Annual Report on Form 10-K for the year
     ended December 31, 1990, Commission File No. 1-10654).

10.64      Midwest  Resources Inc. revised and amended  Executive
     Deferred  Compensation Plan for IOR and Subsidiaries,  dated
     January 29, 1992.  (Filed as Exhibit 10.5 to Midwest Resources'
     Annual Report on Form 10-K for the year ended December 31, 1991,
     Commission File No. 1-10654.)

10.65      Midwest  Resources Inc. revised and amended  Board  of
     Directors Deferred Compensation Plan for IOR and Subsidiaries,
     dated  January 29, 1992.  (Filed as Exhibit 10.6 to  Midwest
     Resources' Annual Report on Form 10-K for the year ended December
     31, 1991, Commission File No. 1-10654.)

10.66      Midwest  Resources Inc. Supplemental  Retirement  Plan
     (formerly the Midwest Energy Company Supplemental Retirement
     Plan).  (Filed as Exhibit 10.10 to Midwest Resources' Annual
     Report  on  Form 10-K for the year ended December 31,  1993,
     Commission File No. 1-10654.)

10.67      Revised  and  amended Executive Deferred  Compensation
     Plan for IPR and Subsidiaries, dated July 24, 1985.  (Filed as
     Exhibit 10.22 to IPR's Annual Report on Form 10-K for the year
     ended December 31, 1985, Commission File No. 1-7830.)

10.68      Revised  and  amended Deferred Compensation  Plan  for
     Board of Directors of IPR and Subsidiaries, dated July 24, 1985.
     (Filed as Exhibit 10.22 to IPR's Annual Report on Form 10-K for
     the year ended December 31, 1985, Commission File No. 1-7830.)

10.69      Revised  and  amended Executive Deferred  Compensation
     Plan for IPR and Subsidiaries, dated December 18, 1987.  (Filed
     as Exhibit 10.15 to IPR's Annual Report on Form 10-K for the year
     ended December 31, 1987, Commission File No. 1-7830.)

10.70      Revised  and  amended Deferred Compensation  Plan  for
     Board of Directors of IPR and Subsidiaries, dated December 18,
     1987.  (Filed as Exhibit 10.16 to IPR's Annual Report on Form 10-
     K for the year ended December 31, 1987, Commission File No. 1-
     7830.)

10.71      Amendments  to  Midwest Resources  Executive  Deferred
     Compensation Plans, dated October 30, 1992.  (Filed as Exhibit
     10(h) to Midwest Resource's Annual Report on Form 10-K for the
     year ended December 31, 1992, Commission File No. 1-10654.)

10.72     Supplemental Retirement Plan for Principal Officers, as
     amended as of July 1, 1993.  (Filed as Exhibit 10.K.2 to Iowa-
     Illinois' Annual Report on Form 10-K for the year ended December
     31, 1993, Commission  File No. 1-3573.)

10.73      Compensation Deferral Plan for Principal Officers,  as
     amended as of July 1, 1993.  (Filed as Exhibit 10.K.2 to Iowa-
     Illinois' Annual Report on Form 10-K for the year ended December
     31, 1993, Commission File No. 1-3573.)

10.74     Board of Directors' Compensation Deferral Plan.  (Filed
     as Exhibit 10.K.4 to Iowa-Illinois' Annual Report on Form 10-K
     for the year ended December 31, 1992, Commission File No. 1-
     3573.)

10.75       Amendment  No.  1  to  the  Midwest  Resources   Inc.
     Supplemental Retirement Plan.  (Filed as Exhibit 10.24 to Midwest
     Resources' Annual Report on Form 10-K for the year ended December
     31, 1994, Commission File No. 1-10654.)

10.76      Deferred  Compensation Plan of Midwest Energy  Company
     and Subsidiary Corporations.  (Filed as Exhibit 10.25 to Midwest
     Resources' Annual Report on Form 10-K for the year ended December
     31, 1994, Commission File No. 1-10654.)

10.77      MidAmerican  Energy  Company 1995 Long-Term  Incentive
     Plan.  (Filed as Exhibit 10(a) to MidAmerican Energy Holding
     Company's (now known as MHC, Inc.) Registration Statement on Form
     S-4, File No. 333-01645.)

10.78      Amendment No. 5 dated September 2, 1997, to the  Power
     Sales contract between MidAmerican Energy Company and Nebraska
     Public Power District, dated September 22, 1967.  (Filed  as
     Exhibit 10.2 to MidAmerican Energy's Quarterly Reports on the
     combined Form 10-Q for the quarter ended September 30, 1997,
     Commission File Nos. 1-12459 and 1-11505, respectively.)

10.79      Amendment  No.  1  dated  October  29,  1997,  to  the
     MidAmerican Energy Company 1995 Long-Term Incentive Plan.  (Filed
     as Exhibit 10.1 to MidAmerican Energy's Quarterly Reports on the
     combined Form 10-Q for the quarter ended September 30, 1997,
     Commission File Nos. 1-12459 and 1-11505, respectively.)

13.0 The  Company's 1998 Annual Report (only the portions thereof
     specifically  incorporated herein by  reference  are  deemed
     filed herewith).

*21.0     Subsidiaries of Registrant.

23.0 Consent of Independent Auditors.

24.0 Power of Attorney.

27.0 Financial Data Schedule.

*Exhibits filed with this Amendment.