Exhibit 10.37
                                                                 
                          STATE OF IOWA
                                
                      IOWA UTILITIES BOARD
                                
                                
IN RE:                        )    DOCKET NO. APP-96-1 AND
                              )               RPU-96-8
MIDAMERICAN ENERGY COMPANY    )          (CONSOLIDATED)

                                
SETTLEMENT AGREEMENT
                                
                    Article I - Introduction
                                
      On  June  4, 1996, MidAmerican Energy Company (MidAmerican)
filed  with the Iowa Utilities Board (Board) an "Application  for
Adoption  of  Market-Based  Pricing Proposal."   In  its  filing,
MidAmerican   requested  Board  approval  of   certain   waivers,
procedures,  elimination of the energy adjustment  clause  (EAC),
and   a  series  of  six  price  reductions  primarily  for   the
residential  customer  class totaling approximately  $20  million
annually.   The Board docketed the filing, identified  as  Docket
No. APP-96-1, and set a procedural schedule.
      On  August 1, 1996, the Consumer Advocate Division  of  the

Department  of  Justice (OCA) filed a petition pursuant  to  Iowa

Code  476.3(1995)  to  reduce  MidAmerican's  electric  rates  by

approximately $100 million.

      During its November 1996 billing cycle, MidAmerican reduced

its  rates  by $8,698,806 annually in the following rate  classes

and  amounts:  South Industrial/Large General Service - $214,246;

East   Residential   -  $2,352,988;  and  South   Residential   -

$6,131,572.    In  addition,  MidAmerican  provided   its   North

Residential  customer  class with a  one  time  $10  bill  credit

($1,359,300) during the same billing month.

      By  order entered September 6, 1996, the Board consolidated

the  two  proceedings.  Interventions were  granted  to  Deere  &

Company,  Aluminum  Company of America, Izaak  Walton  League  of

America,  Iowa  Energy  Consumers, Iowa  Industrial  Intervenors,

Interstate  Power Company, IES Utilities, Inc., Utilicorp  United

Inc.,  Iowa  Association of Municipal Utilities,  Iowa  Community

Action  Association, Iowa Citizen Action Network, Cargill,  Inc.,

and  United  States Gypsum Company.  Numerous parties have  filed

statements   or   testimony  and  sponsored   evidence   in   the

Consolidated Dockets.

                      Article II - Purpose

     This Settlement Agreement has been prepared and executed  by

the  signatories hereto for the purpose of resolving  all  issues

among the signatories except for the issue of whether MidAmerican

should  be  authorized to create and show separately  on  utility

bills a Public Programs Charge for (1) electric energy efficiency

expenditures and deferrals pursuant to Section 476.6(19)  of  the

Iowa Code; (2) alternate energy production purchases required  by

Section  476.43 of the Code; (3) alternate energy revolving  loan

fund payment required by Section 476.46 of the Code; and (4)  new

taxes or mandated expenditures.

     This  Settlement Agreement is applicable only to Docket Nos.

APP-96-1 and RPU-96-8.  This Settlement Agreement supersedes  the

Stipulation   Regarding  1995  Income  Tax   Expense   filed   by

MidAmerican  and the OCA with the Board in these  Dockets.   This

Settlement  Agreement  does not supersede the  agreement  between

MidAmerican's predecessor, Midwest Power Systems, and  OCA  dated

October  20, 1994, a copy of which is attached hereto as Appendix

I.

     In  consideration of the mutual agreements  hereinafter  set

forth, the signatories stipulate as follows:

Rates

2.   The  initial reduction (approximately $8.5 million  annually
     for certain residential customers and approximately $200,000
     annually for certain industrial customers), already implemented
     in the November 1996 billing cycle, will be applied retroactively
     to August 1, 1996.  Interest at a 15.37% annual rate will apply
     to the refund amounts from August 1996 to the month the refund
     occurs.   No interest will be paid on the approximate  $1.35
     million credit previously provided to North system residential
     customers.   There will be no reallocation  of  the  initial
     reduction among customers or classes.

2.   An  additional base rate reduction of $25 million  shall  be
     made as follows:

       Class                               Amount          Effective Date

     Residential                        $10 million   Consumption on and after
                                                      approval of settlement

     Residential                        $ 5 million   Consumption on and after
                                                      June 1, 1998

     Commercial/Small General Service   $ 4  million              *

     Industrial/Large General Service   $ 6  million              *

     *These  amounts shall be utilized for customer savings/price
     reductions    in   pilot   projects   such   as    unbundled
     pricing/retail  access or in negotiated individual  contract
     prices  for customers within the class.  To the extent  that
     by  June  1, 1998 the Board has approved a pilot project  or
     projects,  if  any, for the class that, in combination  with
     individually  negotiated rate reductions, will  not  utilize
     the  full amount of the rate reduction amount, the remaining
     rate  reduction  amount shall be applied as an  annual  base
     rate reduction for the class to be effective June 1, 1998.

     The  signatories agree that there will be no  pilot  project
     required for the residential class before December 31, 2000.

     MidAmerican  may, at its option, propose pilot  projects  or
     negotiate   individual   contracts   with   customers   that
     collectively   exceed  the  amounts  in  the  table   above.
     MidAmerican  shall not attempt at any time to  recover  from
     other  retail  customers any reduction in electric  revenues
     caused  by  any pilot project approved between the  date  of
     this Settlement Agreement and June 1, 1998.  With respect to
     any  reduction in electric revenues resulting from any pilot
     project approved between June 1, 1998 and December 31, 2000,
     MidAmerican may only seek to recover such revenue reductions
     from other customers within the same class eligible for  the
     pilot  project.   With  respect  to  any  revenue  reduction
     resulting  from additional negotiated individual  contracts,
     MidAmerican  may only seek to recover the revenue  reduction
     in  accordance  with  paragraph  1  of  the  section  titled
     "Waiver" of this Article II.

     MidAmerican may allocate the rate reductions within a  given
     class  in  such a manner as will reduce price disparity  for
     comparable service within the given class.  The tariffs  for
     the  $10  million residential rate reduction to be effective
     upon  Board  approval  of  this  Settlement  Agreement   are
     attached hereto as Appendix II.  The tariffs in Appendix  II
     do  not  include  any of the costs that would  be  recovered
     through  a  Public Programs charge and do  not  include  the
     initial  charge for the Cooper Nuclear Station cost tracking
     mechanism discussed in paragraph 4 below.  Proposed  tariffs
     for the June 1, 1998 residential rate reduction and any June
     1, 1998 commercial or industrial rate reduction as discussed
     above shall be provided to the parties by February 1, 1998.

2.   MidAmerican will eliminate the EAC on or prior  to  July  1,
     1997.  Base rates for energy shall be increased at the time of
     the EAC elimination by a roll-in factor.  The factor applicable
     to  former Iowa-Illinois customers shall be 0.8650 cents per
     kilowatt hour and the factor applicable to former Midwest Power
     Systems customers shall be 0.9151 cents per kilowatt hour.

     On  February 1, 1999, MidAmerican will file with  the  Board
     the  calculation of calendar year 1998 costs per  kWh  (1998
     roll-in  factor)  that  would have  been  eligible  for  EAC
     recovery  if  the  EAC  had  remained  in  effect.   If  the
     calculated  1998 roll-in factor, calculated consistent  with
     the method the 0.8650 cents per kilowatt-hour was calculated
     in MidAmerican's filing in Docket No. APP-96-1, is less than
     0.7353  cents  per kWh (i.e., less than 85% of 0.8650  cents
     per  kWh),  base  rates shall be reduced by  the  difference
     between  the 1998 roll-in factor and 0.7353 cents  per  kWh.
     If  the calculated 1998 roll-in factor exceeds 0.9948  cents
     per  kWh  (i.e., 115% of 0/.8650 cents per kWh), base  rates
     shall  be increased by the difference between the 1998 roll-
     in factor and 0.9948 cents per kWh.  Any adjustment shall be
     effective prospectively from March 1, 1999.  The methodology
     for  normalizing the 1998 nuclear refueling outage costs  is
     attached hereto as Appendix III.

     The  EAC or any portion thereof may only be reinstated  with
     Board  approval.  With the exception of revenues  associated
     with  required  energy  efficiency  expenditures,  alternate
     energy  production payments and alternate energy  loan  fund
     assessments, all revenues associated with costs  that  would
     have been recovered through the EAC shall be included in the
     calculation  of  revenues for the  purpose  of  the  sharing
     mechanism of paragraph 5.

2.   The cost tracking mechanism for capital additions for Cooper
     Nuclear Station for 1997 and beyond, outlined in OCA witness
     Fuhrman's rebuttal testimony at pages 44 through 46, will be
     implemented.  However, MidAmerican will be allowed to earn both a
     return of and a return on capital additions at Cooper Nuclear
     Station that occur from January 1, 1996 through the effective
     date of implementation of the tracking mechanism.  MidAmerican
     will not include in the costs recovered through the tracking
     mechanism the following three types of costs:  (1) AFUDC on 1996
     and  January through May 1997 construction expenditures; (2)
     construction work-in-progress (CWIP) as of May 1997; and (3)
     AFUDC on CWIP.  MidAmerican shall be allowed to include  the
     foregoing costs in the calculation of the jurisdictional returns
     on common equity, as referenced in paragraph 5 below.

     The  amounts  recovered through the cost tracking  mechanism
     shall  be  allocated among classes using  the  "average  and
     excess"  methodology, as applied to other non-fuel  expenses
     at  Cooper  Nuclear  Station.   The  tariffs  for  the  cost
     tracking mechanism are attached hereto as Appendix IV.   OCA
     reserves  the  right  to object to any unreasonable  charges
     proposed or assessed under the tracker.

2.   In  the  event  MidAmerican earns more than a 12%  return  n
     common equity on jurisdictional electric operations in calendar
     year 1997, 1998, 1999 or 2000, 50% of any revenues in excess of
     the 12% earned return on common equity shall be credited to non-
     contact customers prior to April 1 of the following year.  The
     credit  amount  shall  be allocated among  the  residential,
     commercial/small general service and industrial/large general
     service classes to provide an equal percentage bill credit per
     class.

     MidAmerican shall use two-thirds of the revenues it  retains
     above  a  14%  return  on  common equity  on  jurisdictional
     electric  operations  in  1997,  1998,  1999  or   2000   to
     accelerate  the  recovery  of regulatory  assets  involving,
     first, D.O.E. Fees and, second, Debt Refinancing Costs.

     Except as provided in paragraph 3 and except to recover  the
     costs   of  energy  efficiency  expenditures  and  deferrals
     pursuant to Section 476.6(19) of the Code, alternate  energy
     production purchases required by Section 476.43 of the Code,
     alternate  energy revolving loan fund payments  required  by
     Section  476.46  of  the  Code and  new  taxes  or  mandated
     expenditures, MidAmerican commits not to seek an increase in
     its  electric  prices before December 31, 2000,  unless  its
     jurisdictional   return  on  common   equity   on   electric
     operations   in   any  12-month  period  falls   below   9%.
     MidAmerican  can  continue to file for  and  recover  energy
     efficiency costs as approved by the Board.

     The signatories commit not to request commencement of a rate
     reduction  proceeding against MidAmerican prior to  December
     31,  2000  unless  MidAmerican's  jurisdictional  return  on
     common  equity  on  electric operations  exceeds  14%  after
     reflecting  the credits to customers provided  for  in  this
     paragraph 5.

     After  December 31, 2000, any signatory may  file  with  the
     Board for an increase or decrease in MidAmerican's rates.

     The  methodology to be used to calculate the  jurisdictional
     returns  on common equity on electric operations is attached
     hereto as Appendix V.  Results for 1997 and 1998 shall first
     be  adjusted  to  assume a full year of the rate  reductions
     provided for in paragraph 2 above.

     The  above sharing arrangement shall be a pilot project only
     and is limited solely to this proceeding.

Waivers

2.   The signatories to the Settlement Agreement support a waiver
     for MidAmerican of subsections 20.14(2), 20.14(3), 20.14(4)"d"
     and 20/14(5) of the Board's flexible pricing rules.  MidAmerican
     shall  be  able to negotiate non-standard prices, terms  and
     conditions of service with any customer based upon the cost of
     serving  that customer, subject to the restrictions of  this
     paragraph.  A negotiated price, term or condition need not be
     filed with the Board before it becomes effective, but MidAmerican
     must  continue to comply with the reporting requirements  of
     subsections  20.14(4)"a", "b" and "c" of the Board's  rules.
     MidAmerican shall not agree to a price, except for competitive
     reasons, below its expected short run marginal cost of serving
     the customer unless the Board approves.  MidAmerican shall not be
     required to offer the same price, term or condition to another
     customer simply because the customer makes the same end product
     or offers the same service.  Upon the written joint notification
     of MidAmerican and the customer filed with the Board prior to the
     effective  date of the contract, the negotiated  contractual
     provisions:  (1) can be for a term exceeding five years; and/or
     (2) shall be treated as confidential information.  MidAmerican
     shall not attempt at any time to recover from the other retail
     customers any reduction in electric revenues caused by  non-
     standard prices, terms and conditions of service negotiated with
     a customer in a contract executed between January 1, 1997 and
     June 1, 1998.  With respect to a contract with a customer for non-
     standard prices, terms and conditions executed between June 1,
     1998 and December 31, 2000, MidAmerican may only seek to recover
     any associated revenue reduction from other customers within the
     same rate class as the customer negotiating the contract.

     The  flexible  pricing  arrangement as  set  forth  in  this
     paragraph  shall  be  a pilot project only  and  is  limited
     solely to this proceeding.

2.   The  signatories  to  this Settlement  Agreement  support  a
     procedure before the Board by which tariffs filed by MidAmerican
     that  are optional for customers shall be allowed to  become
     effective  immediately  upon filing  with  the  Board.   The
     signatories agree that unbundled pricing tariffs and a retail
     wheeling/direct  access pilot project could  be  subject  to
     suspension at the Board's discretion for no more than six months.
     The Board shall have the full authority to investigate the tariff
     option filings and to fashion appropriate remedies within its
     statutory  authority at the conclusion of its investigation.
     MidAmerican agrees that it will not protest a decision by the
     Board to order appropriate refunds in those cases in which the
     Board determines it to be in the public interest; however, such
     refunds shall be without interest in recognition of the optional
     and consensual nature of the tariffs.  MidAmerican shall not be
     required to reduce other rates, charges or prices to reflect
     anticipated revenues from the optional tariffs.

Buy-Through Option

       MidAmerican  and  any  interested  signatories   to   this
Settlement  Agreement will collaborate to develop  a  buy-through
option for customers served under interruptible electric tariffs.
The  signatories agree to cooperate to obtain any  approvals  for
such  buy-through option required by the Board, other regulators,
and the Mid-Continent Area Power Pool.
Market Access Service Pilot

      MidAmerican will engage in good faith negotiations with the

signatories  to  develop  a  Market  Access  Service  Pilot   for

industrial/large general service customers.  The  pilot  will  be

optional   for   industrial  customers.   All  signatories   will

cooperate  to  achieve the objective of filing the Market  Access

Service Pilot within 90 days from the effective date of the final

Board  order  in Consolidated Docket Nos. APP-96-1 and  RPU-96-8.

Unless  otherwise agreed to by the signatories, the Market Access

Service  Pilot  will  comport with the outline  in  Appendix  VI,

attached hereto.

      MidAmerican  agrees that it will not seek to  recover  from

residential  or  commercial/small general service  customers  any

reduction  in revenues associated with the Market Access  Service

Pilot.

                   Article III - Joint Motion

     Upon execution of this Settlement Agreement, the signatories

shall file the same with the Board, together with a joint motion

requesting that the Board accept the Settlement Agreement for the

purpose of these Consolidated Dockets, without condition or

modification.

                Article IV - Condition Precedent

     This Settlement Agreement shall not become effective unless

and until the Board accepts the same in its entirety without

condition or modification.

              Article V - Privilege and Limitation

     This Settlement Agreement is made pursuant to Iowa Code

17A.10 and 199 I.A.C. 7.2(11).  The Settlement Agreement shall

become binding upon the signatories upon its execution; provided,

however, that if this Settlement Agreement does not become

effective in accordance with Article IV above, it shall be null,

void and privileged.  This Settlement Agreement is intended to

relate only to the specific matters referred to herein.  No

signatory waives any claim or right which it may otherwise have

with respect to any matter not expressly provided for herein.  No

signatory shall be deemed to have approved, accepted, agreed or

consented to any ratemaking principle, any method of cost of

service determination, or any method of cost of service

determination, or any method of cost allocation underlying the

provisions of this Settlement Agreement or be prejudiced or bound

thereby in any other current or future proceeding before any

agency.  No signatory shall directly or indirectly refer to this

Settlement Agreement as precedent in any other current or future

proceeding before the Board.

      Article VI - Procedure Applicable to Unresolved Issue

     The unresolved issue of whether MidAmerican should be

authorized to create and show separately on utility bills a

Public Programs Charge shall continue to be litigated on a

schedule established by the Board.  In the event the Board does

not approve the Public Programs Charge for MidAmerican, the

signatories agree that MidAmerican may seek approval of an

alternative, contemporaneous, cost-tracking recovery mechanism

for (1) electric energy efficiency expenditures and deferrals

(including interruptible rate credits) pursuant to Section

476.6(19) of the Iowa Code; (2) alternate energy production

purchases required by Section 476.43 of the Code; (3) alternate

energy revolving loan fund payments required by Section 476.46 of

the Code; and (4) new taxes or mandated expenditures.

                     Article VII - Execution

     To facilitate and expedite execution, the Settlement

Agreement has been executed by the signatories in multiple

conformed copies which, when the original signature pages are

consolidated into a single document, shall constitute a fully-

executed document binding upon all the signatories to be filed

with the Iowa Utilities Board.