**EXHIBIT
      3.1**







**SECOND
      AMENDED AND RESTATED ARTICLES OF INCORPORATION**





**OF**





**MIDAMERICAN
      ENERGY HOLDINGS COMPANY**








TO
      THE
      SECRETARY OF STATE


OF
      THE
      STATE OF IOWA:





Pursuant
      to the provisions of Division X of the Iowa Business Corporation Act (the
“Act”), the undersigned corporation hereby adopts the following Second Amended
      and Restated Articles of Incorporation (“Articles of
      Incorporation”).




**ARTICLE
      I.**




The
      name
      of the corporation is “MidAmerican Energy Holdings Company” (hereinafter
      sometimes called the “Corporation”) and its registered office shall be located
      at 666 Grand Avenue, Des Moines, Iowa 50309 with the right to establish and
      maintain branch offices at such other points within and without the State of
      Iowa as the Board of Directors of the Corporation (the “Board of Directors”)
      may, from time to time, determine. The name of the Corporation’s registered
      agent at such registered office is Margaret A. Roy.




**ARTICLE
      II.**




The
      nature of the business or purposes to be conducted or promoted is to engage
      in
      any or all lawful act or activity for which a corporation may be incorporated
      under the Act.




**ARTICLE
      III.**




A.  The
      aggregate number of shares which the Corporation shall have authority to issue
      is 115,000,000 shares of Common Stock, no par value (“Common
      Stock”).




B.  The
      shares of authorized Common Stock shall be identical in all respects and shall
      have equal rights and privileges. For all purposes, each registered holder
      of
      Common Stock shall, at each meeting of shareholders, be entitled to one vote
      for
      each share of Common Stock held, either in person or by proxy duly authorized
      in
      writing. Except to the extent required by law or as permitted by these Articles
      of Incorporation, as amended from time to time, the registered holders of the
      shares of Common Stock shall have exclusive voting rights.




C.  The
      Board
      of Directors, at any time or from time to time, may, and is hereby authorized
      to, issue and dispose of any of the authorized and unissued shares of Common
      Stock and any issued but not outstanding shares for such kind and amount of
      consideration and to such persons, firms or corporations, as may be determined
      by the Board of Directors, subject to any provisions of law then applicable.
      The
      holders of Common Stock shall have no preemptive rights to acquire or subscribe
      to any shares, or securities convertible into shares, of Common
      Stock.










D.  The
      Board
      of Directors, at any time or from time to time may, and is hereby authorized
      to,
      create and issue, whether or not in connection with the issue and sale of any
      shares of its Common Stock or other securities of the Corporation, warrants,
      rights and/or options entitling the holders thereof to purchase from the
      Corporation any shares of its Common Stock or other securities of the
      Corporation. Such warrants, rights, or options shall be evidenced by such
      instrument or instruments as shall be approved by the Board of Directors. The
      terms upon which, the time or times (which may be limited or unlimited in
      duration) at or within which, and the price or prices (which shall be not less
      than the minimum amount prescribed by law, if any) at which any such shares
      or
      other securities may be purchased from the Corporation upon the exercise of
      any
      such warrant, right or option shall be fixed and stated in the resolution or
      resolutions of the Board of Directors providing for the creation and issue
      of
      such warrants, rights or options. The Board of Directors is hereby authorized
      to
      create and issue any such warrants, rights or options from time to time for
      such
      consideration, if any, and to such persons, firms or corporations, as the Board
      of Directors may determine.




E.  The
      Corporation may authorize the issue of some or all of the shares of any or
      all
      of the classes of its capital stock without certificates.




F.  The
      Corporation shall not be required to issue certificates representing any
      fraction or fractions of a share of stock of any class but may issue in lieu
      thereof one or more non-dividend bearing and non-voting scrip certificates
      in
      such form or forms as shall be approved by the Board of Directors, each scrip
      certificate representing a fractional interest in one share of stock of any
      class. Such scrip certificates upon presentation together with similar scrip
      certificates representing in the aggregate an interest in one or more full
      shares of stock of any class shall entitle the holders thereof to receive one
      or
      more full shares of stock of such class. Such scrip certificates may contain
      such terms and conditions as shall be fixed by the Board of Directors and may
      become void and of no effect after a period to be determined by the Board of
      Directors and to be specified in such scrip certificates.




G.  The
      Corporation shall be entitled to treat the person in whose name any share of
      Common Stock is registered as the owner thereof for all purposes and shall
      not
      be bound to recognize any equitable or other claim to, or interest in, such
      share on the part of any person, whether or not the Corporation shall have
      notice thereof except as may be expressly provided otherwise by the laws of
      the
      State of Iowa.




**ARTICLE
      IV.**




The
      term
      of corporate existence of the Corporation shall be perpetual.




**ARTICLE
      V.**




The
      private property of the shareholders of the Corporation shall be exempt from
      all
      corporate debts.




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**ARTICLE
      VI.**




A.  A
      director of the Corporation shall not be personally liable to the Corporation
      or
      its shareholders for monetary damages for breach of fiduciary duty as a
      director, except for liability:




(i)  for
      any
      action not in good faith or which the director did not reasonably believe to
      be
      in the best interests of the Corporation; or




(ii)  for
      any
      receipt of a financial benefit to which the director was not entitled;
      or




(iii)  for
      any
      breach of the director’s duty of fair dealing with the Corporation or its
      shareholders; or




(iv)  under
      Section 490. 831, or a successor provision, of the Act.




B.  If,
      after
      the date these Articles of Incorporation are filed with the Iowa Secretary
      of
      State, the Act is amended to authorize corporate action further eliminating
      or
      limiting the personal liability of directors, then the liability of a director
      of the Corporation shall be deemed eliminated or limited to the fullest extent
      permitted by the Act, as so amended. Any repeal or modification of Section
      A or
      this Section B of this Article VI by the shareholders of the Corporation shall
      be prospective only and shall not adversely affect any right or protection
      of a
      director of the Corporation existing at the time of such repeal or
      modification.




**ARTICLE
      VII.**




A.  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, 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 employee,
      of
      the Corporation or is or was serving at the request of the Corporation as a
      director, officer, partner, trustee 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 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 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 Article VII 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 Act.




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B.  If
      a
      claim under Section A is not paid in full by the Corporation within 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 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 Act, shall not be a defense
      to
      the action or create a presumption that the claimant had not met the applicable
      standard of conduct.




C.  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 Article VII shall not affect the validity or enforceability of any other
      provision of this Article VII.




D.  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 Act whether or not it may thereafter be determined
      that such order, determination, approval or permission was unauthorized,
      erroneous, unlawful or otherwise improper.




E.  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 any successor provision) of the
      Act.




F.  The
      rights conferred on any person by this Article VII 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, Bylaws, agreement, vote of
      shareholders or disinterested directors or otherwise.




4





G.  The
      Corporation may maintain insurance, at its expense, to protect itself and any
      such director, officer, employee or agent 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
      Act.




**ARTICLE
      VIII.**




These
      Articles of Incorporation may be amended, repealed, changed or modified at
      any
      annual meeting of shareholders of the Corporation or at a special meeting being
      called for that purpose or by written consent, in compliance with the applicable
      statutes of the State of Iowa.




5


The
        Second Amended and Restated Articles of Incorporation supersede the Restated
        Articles of Incorporation requiring shareholder approval. The Second Amended
        and
        Restated Articles of Incorporation were approved by the shareholders by
        unanimous written consent. The designation, number of outstanding shares,
        number
        of votes entitled to be cast by each voting group entitled to vote separately
        on
        the Second Amended and Restated Articles of Incorporation, and the number
        of
        votes of each voting group indisputably represented are as follows:
  Votes
                  Entitled
              Votes
                  RepresentedDesignation
              Shares
              To
                  Be Cast On
              By
                  UnanimousOf
                  Group
              Outstanding
              Restated
                  Articles
              ConsentCommon
                  Stock
              50,544,482
              50,544,482
              50,544,482
 
 The
        total
        number of undisputed votes cast for and against the Second Amended and Restated
        Articles of Incorporation by each voting group entitled to vote separately
        on
        the Second Amended and Restated Articles of Incorporation are as
        follows:
  
 Voting
                  Group
              Votes
                  For
              Votes
                  AgainstCommon
                  Stock
              50,544,482
              0
 
 The
        number of votes cast for the Second and Amended Restated Articles of
        Incorporation by each voting group was sufficient for approval by that voting
        group.
 
 These
        Second Amended and Restated Articles of Incorporation are to be effective
        on
        March 2, 2006.






MidAmerican
              Energy
              Holdings Company/s/
            Paul
              J. LeightonPaul
              J. Leighton, Vice President andAssistant
                Secretary