SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

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

                  For the fiscal year ended December 31, 2000
                             Commission File No. 0-25551

                       MIDAMERICAN ENERGY HOLDINGS COMPANY
             (Exact name of registrant as specified in its charter)

                     Iowa                            94-2213782
                     ----                            ----------
         (State or other jurisdiction of           (I.R.S. Employer
          incorporation or organization)          Identification No.)

               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: N/A

         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]

All of the shares of MidAmerican Energy Holdings Company are held by a limited
group of private investors. As of March 30, 2001, 9,281,087 shares of common
stock were outstanding.





<PAGE>


Item 10.  Directors and Executive Officers of the Registrant

         Item 10 of the Company's Form 10-K for the year ended December 31, 2000
is amended to add the following information concerning the Company's directors:

         Name                               Position

         David L. Sokol                     Chairman of the Board and Chief
                                                Executive Officer, Director
         Gregory E. Abel                    President and Chief Operating
                                                Officer, Director
         Walter Scott Jr.                   Director
         Warren E. Buffett                  Director
         Richard R. Jaros                   Director
         Stanley J. Bright                  Director
         Edgar D. Aronson                   Director
         Marc D. Hamburg                    Director
         John K. Boyer                      Director
         W. David Scott                     Director


         Set forth below is certain information with respect to each of the
foregoing directors:

         DAVID L. SOKOL, 44, Chairman of the Board of Directors and Chief
Executive Officer of the Company. Mr. Sokol has been CEO since April 19, 1993
and served as President of the Company from April 19, 1993 until January 21,
1995. Mr. Sokol has been Chairman of the Board of Directors since May 1994 and a
director since March 1991. Formerly, among other positions held in the
independent power industry, Mr. Sokol served as President and Chief Executive
Officer of Kiewit Energy Company, which at that time was a wholly owned
subsidiary of Peter Kiewit & Sons, and Ogden Projects, Inc.

         GREGORY E. ABEL, 38, President and Chief Operating Officer and Director
of the Company. Mr. Abel joined the Company in 1992 and initially served as Vice
President and  Controller.  Mr. Abel is a Chartered  Accountant and from 1984 to
1992 he was employed by Price  Waterhouse.  As a Manager  in the San  Francisco
office of Price  Waterhouse,  he was  responsible  for  clients  in the energy
industry.

         WALTER SCOTT,  JR., 70, Director.  Mr. Scott has been a director of the
Company since June 1991.  Mr. Scott was the Chairman and Chief Executive Officer
of the Company from January 8, 1992 until April 19, 1993. For more than the past
five years, he has been Chairman of the Board of Directors of Level 3 Communica-
tions, Inc., a  successor to certain  businesses of Peter Kiewit  Sons Inc.  Mr.
Scott is a director of Peter Kiewit Sons Inc., Berkshire  Hathaway,  Inc.,
Burlington Resources,  Inc., ConAgra, Inc.,  Valmont  Industries,  Inc.,  Kiewit
Materials Co., Commonwealth Telephone Enterprises, Inc., and RCN Corporation.

         WARREN E. BUFFETT, 70,  Director.  Mr.  Buffett has been a director of
the Company  since March 2000.  He is Chairman of the Board and Chief  Executive
Officer of Berkshire Hathaway, Inc. Mr.  Buffett is a Director of the  Coca-Cola
Company, the Gillette Company and The Washington Post Company.

         RICHARD R. JAROS,  49,  Director.  Mr. Jaros has been a director  since
March 1991.  Mr.  Jaros served as President  and Chief Operating  Officer of the
Company from January 8, 1992 to April 19, 1993 and as Chairman of the Board from
April 19,  1993 to May 1994.  Until July 1997,  Mr. Jaros was Executive  Vice
President and Chief Financial Officer of Peter Kiewit Sons Inc. and President of
Kiewit Diversified Group, Inc., which is now Level 3 Communications,  Inc.  From
1990 until January 8, 1992, Mr. Jaros served as a Vice President of Peter Kiewit
Sons Inc.  Mr. Jaros serves as a director of Commonwealth Telephone Enterprises,
Inc., RCN Corporation and Level 3 Communications, Inc.

         STANLEY J. BRIGHT, 61, Director. Mr. Bright is Vice Chairman of the
Company and was Chairman and Chief Executive Officer of MidAmerican Energy
Company from July 1, 1995 until March 1999. Mr. Bright joined Iowa-Illinois Gas
and Electric Company (a predecessor of MidAmerican Energy Company) as Vice
President and Chief Financial Officer in 1986, became a director in 1987,
President and Chief Operating Officer in 1990, and Chairman and Chief Executive
Officer in 1991.

<PAGE>

         EDGAR D. ARONSON, 66, Director.  Mr. Aronson has been a director of the
Company since 1983. Mr. Aronson founded EDACO,  Inc., a private  venture capital
company, in 1981, and has been President of EDACO,  Inc. since that time.  Prior
to that, Mr. Aronson was Chairman,  Dillon,  Read  International  from 1979 to
1981 and a General Partner in charge of the International  Department at Salomon
Brothers Inc. from 1973 to 1979. Mr. Aronson served during 1962-1968 as Vice
President consecutively in the International Departments of First National  Bank
of Chicago and Republic National Bank of New York.  He founded the International
Department of Salomon Brothers and Hutzler in 1968.

         MARC D. HAMBURG, 51, Director.  Mr. Hamburg  has been a director of the
Company  since March 2000.  He has served as Vice President - Chief  Financial
Officer of Berkshire  Hathaway,  Inc. since October 1, 1992 and Treasurer since
June 1, 1987, his date of employment with Berkshire Hathaway, Inc.

         JOHN K. BOYER,  57,  Director.  Mr.  Boyer has been a director of the
Company since March 2000.  He is a partner with Fraser, Stryker,  Meusey, Olson,
Boyer & Bloch, P.C. from 1973 to present with emphasis on corporate, commercial,
federal, state, and local taxation.

         W. DAVID  SCOTT,  39,  Director.  Mr.  Scott has been a director of the
Company  since March 2000.  Mr.  Scott  formed  Magnum Resources,  Inc., a
commercial real estate investment and  management  company,  in October 1994 and
has served as its President and Chief  Executive  Officer  since its  inception.
Before forming Magnum Resources, Mr. Scott worked for America  First  Companies,
Cornerstone  Banking Group and the Peter Kiewit Sons Inc.  Mr. Scott has been a
director of America First Mortgage Investments, Inc., a mortgage REIT, since
1998.

<PAGE>


Item 11.  Executive Compensation

         Item 11 of the Company's Form 10-K for the year ended December 31, 2000
is amended to add the information set forth below.

Summary Compensation Table

         The following table sets forth the compensation of the chief executive
officer and the four other most highly compensated executive officers of the
Company who were employed as of December 31, 2000. Information is provided
regarding these individuals for the last three fiscal years during which they
were executive officers of the Company, if applicable.
<TABLE>
<CAPTION>

                                                               Other     Restricted    Securities           All
Name And           Year                          Bonus         Annual      Stock       Underlying          Other
Principal          Ended       Salary      Cash (1)   Stock    Comp (2)    Awards      Options (3)        Comp (4)
Positions          Dec 31,      ($)          ($)       ($)       ($)        ($)           (#)               ($)
---------          -------     ------      --------   -----    --------  ----------    -----------        --------
<S>                 <C>       <C>         <C>           <C>      <C>        <C>         <C>                 <C>
David L. Sokol      2000      750,000     4,250,000     0         0          0          2,199,277           6,630
Chairman and        1999      675,000     3,276,049     0         0          0                  0           6,240
Chief Executive     1998      675,000     2,042,735     0         0          0          1,600,000           4,927
Officer

Gregory E. Abel     2000      500,000     1,100,000     0         0          0            649,052           6,630
President and       1999      357,933     1,452,234     0         0          0                  0           6,240
Chief Operating     1998      325,775       622,258     0         117,606    0            380,000           4,333
Officer

Ronald W. Stepien   2000      370,667       641,938     0         0          0                  0           6,630
President,          1999      350,000     1,052,069     0         0          0             56,203           6,240
MidAmerican         1998      318,416       240,233     0         0          8,512         37,700          17,240
Energy Company

Patrick J. Goodman  2000      230,000     1,183,071     0         0          0                  0           6,630
Chief Financial     1999      199,279       334,374     0         0          0             60,000           6,240
Officer             1998      127,750       140,000     0         0          0             55,000           5,150

John A. Rasmussen   2000      230,000       617,567     0         0          0                  0           6,630
General Counsel (5) 1999      220,000       250,000     0         0          0             44,008           6,240
                    1998      220,000       175,423     0         0          5,235         15,000           6,240
</TABLE>
--------------

(1)   Includes amounts voluntarily deferred by the executive, if applicable.
(2)   Includes various expatriate compensation items, including expatriate
      allowances, company provided transportation, housing and tax benefits.
(3)   For Messrs. Stepien, Goodman and Rasmussen, options granted in 1998 and
      1999 were canceled on March 14, 2000 and payment therefore is included in
      the cash bonus column. For Messrs. Sokol and Abel, options granted in
      prior years were canceled on March 14, 2000 and new options were granted
      in 2000.
(4)   Consists of 401(k) Plan contributions for 2000.
(5)   Mr. Rasmussen retired from the Company effective December 31, 2000.



<PAGE>


Option Grants in Last Fiscal Year

         The following table sets forth options granted to each of the named
executive officers of the Company during 2000.
<TABLE>
<CAPTION>
                                                                             Potential Realized
                                                                              Value at Assumed
                                    % of                                    Annual Rates of Stock
                   Number of     Total Options                               Price Appreciation
                  Securities      Granted to    Exercise                     For Option Term (1)
                   Underlying    Employees In    Price      Expiration        5%           10%
Name            Options Granted   Fiscal Year  ($/Share)       Date           ($)          ($)
----            ---------------  ------------- ---------    ----------        ---          ---
<S>                <C>             <C>           <C>         <C>              <C>          <C>
David L. Sokol     549,277         19.28         35.05       3/14/2010        N/A          N/A
                   200,000          7.02         29.0063     3/14/2008        N/A          N/A
                   800,000         28.08         29.0063     3/14/2008        N/A          N/A
                   200,000          7.02         24.22       3/14/2008        N/A          N/A
                   200,000          7.02         24.0731     3/14/2008        N/A          N/A
                    31,250          1.10         19.00       3/14/2008        N/A          N/A
                    18,750          0.66         18.50       3/14/2008        N/A          N/A
                   200,000          7.02         34.6906     3/14/2008        N/A          N/A
Gregory E. Abel    154,052          5.41         35.05       3/14/2010        N/A          N/A
                     5,000          0.18         15.9375     3/14/2008        N/A          N/A
                    15,000          0.53         19.00       3/14/2008        N/A          N/A
                    85,000          2.98         16.625      3/14/2008        N/A          N/A
                    10,000          0.35         19.00       3/14/2008        N/A          N/A
                    90,000          3.16         25.8188     3/14/2008        N/A          N/A
                    40,000          1.40         24.7031     3/14/2008        N/A          N/A
                   100,000          3.51         24.22       3/14/2008        N/A          N/A
                   100,000          3.51         29.0063     3/14/2008        N/A          N/A
                    25,000          0.88         34.6906     3/14/2008        N/A          N/A
                    25,000          0.88         29.0063     3/14/2008        N/A          N/A
Ronald W. Stepien        0             0            --          --            --          --
Patrick J. Goodman       0             0            --          --            --          --
John A. Rasmussen        0             0            --          --            --          --

--------------
</TABLE>
(1)   On March 14, 2000 the Company was acquired by an investor group in a
      "going private" transaction (the "Transaction"). As a privately held
      company, the Company has no publicly traded equity securities and, con-
      sequently, the Company's management does not believe there is a reliable
      method of computing the present value of the stock options granted to
      Messrs. Sokol and Abel as shown on the foregoing table.



<PAGE>


Aggregated Option Exercises In Last Fiscal Year And Fiscal Year End Option
Values

         The following table sets forth the option exercises and the number of
securities underlying exercisable and unexercisable options held by each of the
named executive officers of the Company at December 31, 2000. The Company's
management does not believe there is a reliable method of computing the value of
the unexercised stock options.
<TABLE>
<CAPTION>
                                                         Number of Securities           Value of Unexercised
                          Shares         Value          Underlying Unexercised        In-the-Money Options at
                         Acquired       Realized        Options Held at FY End               FY End ($)
   Name                 On Exercise       ($)        Exercisable    Unexercisable    Exercisable    Unexercisable
   ----                 -----------     --------     -----------    -------------    -----------    -------------
<S>                          <C>           <C>       <C>               <C>               <C>              <C>
David L. Sokol               0             0         1,787,319         411,958           N/A              N/A
Gregory E. Abel              0             0           533,513         115,539           N/A              N/A
Ronald W. Stepien            0             0             0                0               --              --
Patrick J. Goodman           0             0             0                0               --              --
John A. Rasmussen            0             0             0                0               --              --
</TABLE>
Compensation of Directors

         Directors who are not employees of the Company are paid an annual
retainer fee of $20,000 and a fee of $500 per day for attendance at Board and
Committee meetings. Directors who are employees of the Company do not receive
such fees. All directors are reimbursed for their expenses incurred in attending
Board meetings.

Retirement Plans

         The Company maintains a Supplemental Retirement Plan for Designated
Officers ("Supplemental Plan") to provide additional retirement benefits to
designated participants, as determined by the Board of Directors. Messrs. Sokol,
Able, Stepien, Goodman and Rasmussen are participants in the Supplemental Plan.
The Supplemental Plan provides retirement benefits up to sixty-five percent of a
participant's Total Cash Compensation in effect immediately prior to retirement,
subject to a $1 million maximum retirement benefit. "Total Cash Compensation"
means the highest amount payable to a participant as monthly base salary during
the five years immediately prior to retirement multiplied by 12 plus the average
of the participant's last three years' (i) awards under an annual incentive
bonus program and (ii) special, additional or non-recurring bonus awards, if
any, that are required to be included in Total Cash Compensation pursuant to a
participant's employment agreement or approved for inclusion by the Board.
Participants must be credited with five years service in order to be eligible to
receive benefits under the Supplemental Plan. Each of the named executive
officers has or will have five years of credited service with the Company as of
their respective normal retirement age and will be eligible to receive benefits
under the Supplemental Plan. A participant who elects early retirement is
entitled to reduced benefits under the Supplemental Plan, however, in accordance
with their respective employment agreements, Messrs Sokol and Abel are eligible
to receive the maximum retirement benefit at age 47. A survivor benefit is
payable to a surviving spouse under the Supplemental Plan. Benefits from the
Supplemental Plan will be paid out of general corporate funds, however, the
Company, through a rabbi trust, maintains life insurance on the participants in
amounts expected to be sufficient to fund the after-tax cost of the projected
benefits. Deferred compensation is considered part of the salary covered by the
Supplemental Plan.

<PAGE>

        The supplemental retirement benefit will be reduced by the amount of the
participant's regular retirement benefit under the MidAmerican Energy Company
Cash Balance Retirement Plan ("MidAmerican Retirement Plan") which became
effective January 1, 1997, and by benefits under the Iowa-Illinois Gas and
Electric Company Supplemental Retirement Plan ("Iowa-Illinois Supplemental
Plan"), the Midwest Resources Inc. Supplemental Executive Retirement Plan ("MWR
Supplemental Plan") or the Iowa Resources Inc. and Subsidiaries Supplemental
Retirement Income Plan ("IOR Supplemental Plan"), as applicable.

        The MidAmerican Retirement Plan replaced retirement plans of predecessor
companies which were structured as traditional, defined benefit plans. Under the
MidAmerican Retirement Plan, each participant has an account, for record keeping
purposes only, to which credits are allocated each payroll period based upon a
percentage of the participant's salary paid in the current pay period. In
addition, all balances in the accounts of participants earn a fixed rate of
interest which is credited annually. The interest rate for a particular year is
based on the one-year U. S. Treasury Bill plus one percentage point. At
retirement or other termination of employment, an amount equal to the vested
balance then credited to the account is payable to the participant in the form
of a lump sum or a form of annuity for the entire benefit under the MidAmerican
Retirement Plan.

        The Iowa-Illinois Supplemental Plan provides for retirement benefits
equal to sixty-five percent of a participant's highest annual total cash compen-
sation during the three years prior to retirement reduced by the participant's
MidAmerican Retirement Plan benefit. A participant who elects early retirement
is entitled to reduced benefits under the plan. A survivor benefit is payable to
a surviving spouse. Deferred compensation is considered a part of salary covered
by the Iowa-Illinois Supplemental Plan.

        The MWR Supplemental Plan provides a participant, upon retirement at age
65 with thirty or more years of service, an annual retirement benefit equal to
sixty percent of final average annual earnings which is defined as the average
of salary plus bonus for the five highest consecutive years during the
participant's employment with the Company. A participant who elects early
retirement is entitled to reduced benefits under the plan. A survivor benefit is
payable to a surviving spouse. Deferred compensation is considered a part of
salary covered by the MWR Supplemental Plan.

        Part A of the IOR Supplemental Plan provides retirement benefits up to
sixty-five percent of a participant's highest annual salary during the five
years prior to retirement reduced by the participant's MidAmerican Retirement
Plan benefit. The percentage applied is based on years of credited service. A
participant who elects early retirement is entitled to reduced benefits under
the plan. A survivor benefit is payable to a surviving spouse. Benefits are
adjusted annually for inflation. Part B of the IOR Supplemental Plan provides
that an additional one hundred-fifty percent of annual salary is to be paid out
to participants at the rate of ten percent per year over fifteen years, except
in the event of a participant's death, in which event the unpaid balance would
be paid to the participant's beneficiary or estate. Deferred compensation is
considered part of the salary covered by the IOR Supplemental Plan.

        The table below shows the estimated aggregate annual benefits payable
under the Supplemental Plan and the MidAmerican Retirement Plan. The amounts
exclude Social Security and are based on a straight life annuity and retirement
at ages 55, 60 and 65. Federal law limits the amount of benefits payable to an
individual through the tax qualified defined benefit and contribution plans, and
benefits exceeding such limitation are payable under the Supplemental Plan.

<PAGE>

Pension Plan Table

     Total Cash                         Estimated Annual Benefit
    Compensation                            Age at Retirement
    at Retirement                55                  60                   65
    -------------            ---------           ---------            ---------
       $400,000               $220,000            $240,000             $260,000
        500,000                275,000             300,000              325,000
        600,000                330,000             360,000              390,000
        700,000                385,000             420,000              455,000
        800,000                440,000             480,000              520,000
        900,000                495,000             540,000              585,000
      1,000,000                550,000             600,000              650,000
      1,250,000                687,500             750,000              812,500
      1,500,000                825,000             900,000              975,000
      1,750,000                962,500           1,000,000            1,000,000
      2,000,000 and greater  1,000,000           1,000,000            1,000,000

Employment Agreements

        Pursuant to his Employment Agreement, Mr. Sokol will serve as Chairman
of the Board of Directors and Chief Executive Officer of the Company. The
Employment Agreement provides that Mr. Sokol is to receive an annual base salary
of not less than $750,000, senior executive employee benefits and annual bonus
awards which shall not be less than $675,000.

        The Employment Agreement provides that the Company may terminate the
employment of Mr. Sokol (i) with cause in which case the Company is to pay to
him any accrued but unpaid salary and a bonus of not less than the minimum
annual bonus or (ii) due to death, permanent disability or other than for cause,
including a change in control, in which case Mr. Sokol is entitled to receive an
amount equal to three times the sum of (a) his annual salary then in effect and
(b) the greater of his minimum annual bonus or his average annual bonus for the
two preceding years, as well as three years of accelerated option vesting plus
continuation of his senior executive employee benefits (or the economic
equivalent thereof) for three years. If Mr. Sokol resigns, the Company is to pay
to him any accrued but unpaid salary and a bonus of not less than the annual
minimum bonus, unless he resigns for good reason in which case he will receive
the same benefits as if he were terminated other than for cause.

        In the event Mr. Sokol has relinquished his position as Chief Executive
Officer and is subsequently terminated as Chairman of the Board due to death,
disability or other than for cause, he is entitled to any accrued but unpaid
salary plus an amount equal to the aggregate annual salary that would have been
paid to him through the fifth anniversary of the date he commenced his employ-
ment solely as Chairman of the Board, the immediate vesting of all of his
options and the continuation of his senior executive employee benefits (or the
economic equivalent thereof) through such fifth anniversary. If Mr. Sokol relin-
quishes his position as Chief Executive Officer but offers to remain employed as
the Chairman of the Board, he is to receive a special achievement bonus equal to
two times the sum of (a) his annual salary then in effect and (b) the greater of
his minimum annual bonus or his average annual bonus for the two preceding
years, as well as two years of accelerated option vesting.

        Under the terms of separate employment agreements between each of
Messrs. Abel, Stepien and Goodman and the Company, each of such Executives is
entitled to receive two years base salary continuation, payments in respect of
average bonuses for the prior two years and two years continued option vesting
in the event of the termination of his employment by the Company other than for
cause.  If such persons were terminated without cause, Messrs. Sokol, Abel,
Stepien and Goodman would currently be entitled to be paid approximately
$13,539,073, $3,552,234, $1,197,933 and $944,374, respectively, pursuant to
their employment agreements, without giving effect to any tax related
provisions.

<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

         Item 12 of the Company's Form 10-K for the year ended December 31, 2000
is amended to add the information set forth below.

                                          Number Of Shares
Name and Address of                       Beneficially           Percentage Of
Beneficial Owner (1)                      Owned (2)              Class (2)
--------------------                      ----------------       -------------
Common Stock:
Walter Scott, Jr. (3)                      5,000,000               53.87%
Berkshire Hathaway Inc. (4)                  900,942                9.71%
David L. Sokol (5)                         2,142,040               18.40%
Gregory E. Abel (6)                          598,011                5.14%
W. David Scott (7)                           624,350                6.73%
All directors and executive officers
as a group (16 persons) (8)                9,265,343                79.59%

------------

(1)   Unless  otherwise  indicated, each address is c/o the Company at 666 Grand
      Avenue, 29th Floor, Des Moines, Iowa  50309.

(2)   Includes shares which the listed beneficial owner is deemed to have the
      right to acquire beneficial ownership under Rule 13d-3(d) under the
      Securities Exchange Act, including, among other things, shares which the
      listed beneficial owner has the right to acquire within 60 days.

(3)   Excludes 3 million shares held by family members and family controlled
      trusts and corporations ("Scott Family Interests") as to which Mr. Scott
      disclaims beneficial ownership. Such beneficial owner's address is 1000
      Kiewit Plaza, Omaha, Nebraska 68131.

(4)   Such beneficial owner's address is 1440 Kiewit Plaza, Omaha, Nebraska
      68131.

(5)   Includes options to purchase 1,817,835 shares of common stock which are
      exercisable within 60 days.

(6)   Includes options to purchase 542,071 shares of common stock which are
      exercisable within 60 days.

(7)   Includes shares held by trusts for the benefit of or controlled by W.
      David Scott. Such beneficial owner's address is 402  South 36th Street,
      Suite 800, Omaha, Nebraska  68131.

(8)   Includes  900,942  shares of common stock held by Berkshire  Hathaway Inc.
      which are attributed to Warren E. Buffett and Marc D. Hamburg, each of
      whom disclaims beneficial ownership of such shares.

<PAGE>

        The terms of the Company's Zero Coupon Convertible Preferred  Stock held
by Berkshire  Hathaway Inc. entitle the holder  thereof to designate two members
of the Company's Board of Directors. Similarly, Mr. Sokol's employment agreement
gives him the right during the term of his  employment  to serve as a member of
the Board of Directors and to designate two additional directors.

         Pursuant to a shareholders agreement, following March 14, 2003, Walter
Scott, Jr. or any of the Scott Family Interests would be able to require
Berkshire Hathaway Inc. to purchase, for an agreed value or an appraised value,
any or all of Walter Scott, Jr.'s and the Scott Family Interests' shares of
Company common stock, provided that Berkshire Hathaway Inc. is then a purchaser
of a type which is able to consummate such a purchase without causing it or any
of its affiliates or the Company or any of its subsidiaries to become subject to
regulation as a registered holding company or a subsidiary of a registered
holding company under the Public Utility Holding Company Act of 1935, as amended
("PUHCA"). The consummation of such a transaction could result in a change in
control of the Company.

         The Company's Amended and Restated Articles of Incorporation
("Articles") provide that each share of the Zero Coupon Convertible Preferred
Stock is convertible at the option of the holder thereof into one conversion
unit, which is one share of Company common stock subject to certain adjustments
as described in the Articles, upon the occurrence of a Conversion Event. A
"Conversion Event" includes (i) any conversion of Zero Coupon Convertible
Preferred Stock that would not cause the holder of the shares of common stock
issued upon conversion (or any affiliate of such holder) or the Company to
become subject to regulation as a registered holding company or as a subsidiary
of a registered holding company under PUHCA either as a result of the repeal or
amendment of PUHCA, the number of shares involved or the identity of the holder
of such shares and (ii) a Company Sale. A "Company Sale" includes any
involuntary or voluntary liquidation, dissolution, recapitalization, winding-up
or termination of the Company and any merger, consolidation or sale of all or
substantially all of the assets of the Company. The conversion by Berkshire
Hathaway Inc. of its shares of Zero Coupon Convertible Preferred Stock could
result in a change in control of the Company.


Item 13.  Certain Relationships and Related Transactions

         Item 13 of the Company's Form 10-K for the year ended December 31, 2000
is amended to add the information set forth below.

         Under a subscription agreement with the Company, under certain
circumstances, Berkshire Hathaway has agreed to purchase additional 11% trust
issued preferred securities in the event preferred securities outstanding prior
to the closing of the Transaction are tendered for conversion to cash by the
current holders.





<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 5th day of June 2001.

                                            MIDAMERICAN ENERGY HOLDINGS COMPANY

                                                          /s/ David L. Sokol*
                                            ____________________________________
                                                      David L. Sokol
                                                      Chairman of the Board and
                                                      Chief Executive Officer

         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*                                             June 5, 2000
----------------------------
David L. Sokol
Chairman of the Board,
Chief Executive Officer, and
Director


/s/  Gregory E. Abel*                                            June 5, 2000
----------------------------
Gregory E. Abel
President, Chief Operating
Officer and Director


/s/  Patrick J. Goodman*                                         June 5, 2000
-----------------------------
Patrick J. Goodman
Senior Vice President and
Chief Financial Officer


/s/  Edgar D. Aronson*                                           June 5, 2000
-----------------------------
Edgar D. Aronson
Director


/s/  Stanley J. Bright *                                         June 5, 2000
------------------------------
Stanley J. Bright
Director


/s/  Walter Scott, Jr.*                                          June 5, 2000
------------------------------
Walter Scott, Jr.
Director


/s/  Marc D. Hamburg *                                           June 5, 2000
------------------------------
Marc D. Hamburg
Director


/s/  Warren Buffett*                                             June 5, 2000
------------------------------
Warren Buffett
Director


/s/  John Boyer*                                                 June 5, 2000
-------------------------------
John Boyer
Director


/s/  Richard R. Jaros*                                           June 5, 2000
-------------------------------
Richard R. Jaros
Director


/s/  W. David Scott*                                             June 5, 2000
-------------------------------
W. David Scott
Director


*By:/s/  Douglas L. Anderson                                     June 5, 2000
         Douglas L. Anderson
         Attorney-in-Fact