Exhibit 3.2

                                     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  and,  unless  otherwise  ordered  by the  Board  of
Directors, shall be held at the principal office of the corporation.

         Section 2. Annual Meetings. The annual meeting of shareholders shall be
held on the Wednesday next preceding the last Thursday of April in each year, at
ten o'clock in the  morning,  when they shall elect the Board of  Directors  and
transact such other business as may properly be brought before the meeting.  The
Board of Directors may, in its discretion,  change the date or time, or both, of
the annual meeting of shareholders.

         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.
<PAGE>

         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.
<PAGE>

         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.
<PAGE>

         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 Voting.  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.
<PAGE>

         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
<PAGE>
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.

         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.
<PAGE>

         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.

         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 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 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.
<PAGE>

         (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.

         (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.
<PAGE>

         (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.

                                   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
<PAGE>
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  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
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.

         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.
<PAGE>

         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.

         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
<PAGE>

         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.

         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.
<PAGE>

         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.

          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.