EXHIBIT 3.3

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                           MIDAMERICAN ENERGY COMPANY


TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:


     Pursuant  to the  provisions  of  Section  409.1007  of the  Iowa  Business
Corporation  Act,  the  undersigned  corporation  hereby  adopts  the  following
Restated Articles of Incorporation ("Articles of Incorporation"):


                                    ARTICLE I

     The name of the  corporation is "MidAmerican  Energy Company"  (hereinafter
sometimes called the  "Corporation")  and its registered office shall be located
at 666 Grand  Avenue,  Des Moines,  Iowa 50306 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  may,  from  time to time,
determine.  The name of the  Corporation's  registered  agent at such registered
office is Paul J. Leighton, Vice President and Corporate Secretary.


                                   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 Iowa Business Corporation Act.


                                   ARTICLE III

     A. The  aggregate  number  of  shares  which  the  Corporation  shall  have
authority to issue is 350,000,000  shares of Common Stock, no par value ("Common
Stock"),  and 100,000,000  shares of Preferred  Stock, no par value  ("Preferred
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 unlimited and exclusive  voting
rights.



<PAGE>



     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  treasury  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, divide the  authorized  and unissued  shares of Preferred
Stock into one or more classes or series and in connection  with the creation of
any class or series to determine, in whole or in part, to the full extent now or
hereafter permitted by law, by adopting one or more articles of amendment to the
Articles of Incorporation  providing for the creation thereof,  the designation,
preferences,  limitations and relative rights of such class or series, which may
provide for special,  conditional or limited voting rights, or no rights to vote
at all, and to issue and dispose of any of such shares and any  treasury  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.

     E. 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
issuance  and sale of any  shares  of  Common  Stock,  Preferred  Stock or other
securities of the  Corporation,  warrants,  rights and/or options  entitling the
holders  thereof to purchase  from the  Corporation  any shares of Common Stock,
Preferred 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 of the Corporation. 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 issuance 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.

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

     G. 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

                                        2

<PAGE>



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.

     H. The Corporation  shall be entitled to treat the person in whose name any
share of Common Stock or Preferred  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

     A. All  corporate  powers shall be exercised by or under the  authority of,
and the  business  and  affairs of the  Corporation  shall be managed  under the
direction of, the Board of Directors. The number of directors of the Corporation
shall be fixed by the  Bylaws  but shall be no less than ten (10) and no greater
than twenty-two (22), and such number may be increased or decreased from time to
time in  accordance  with the Bylaws,  but no decrease  shall have the effect of
shortening the term of any incumbent director. Directors shall be elected by the
shareholders at each annual meeting of the  Corporation as specified  herein and
in the Bylaws. Directors need not be shareholders.

     B. Each  director  shall  serve until his or her  successor  is elected and
qualified or until his or her prior death,  retirement,  resignation or removal.
Should a vacancy occur or be created, whether arising through death, resignation
or removal of a director or through an increase in the number of directors, such
vacancy shall be filled  solely by a majority  vote of the  remaining  directors
though  less than a quorum of the Board of  Directors.  A director so elected to
fill a vacancy  shall serve for the remainder of the then present term of office
of the Board of Directors.

     C. Any director or the entire  Board of Directors  may be removed for cause
as set forth in this  paragraph  C.  Removal  of a  director  for cause  must be
approved by the  affirmative  vote of the holders of shares of capital  stock of
the Corporation  having at least 75% of the votes of all  outstanding  shares of
capital stock of the  Corporation  entitled to vote generally in the election of
directors,  voting together as a single class,  only at a meeting called for the
purpose of removing the director and after notice  stating that the purpose,  or
one of the purposes,  of the meeting is removal of the director.  Any action for
removal of a director must be taken within one year of such cause.


                                        3

<PAGE>

     D. The Board of  Directors,  by a vote of a majority of the entire Board of
Directors,  may appoint from the directors an executive committee and such other
committees as they may deem  judicious;  and to such extent as shall be provided
in the  resolution  of the Board of Directors or in the Bylaws,  may delegate to
such  committees all or any of the powers of the Board of Directors which may be
lawfully  delegated,  and such committees  shall have and thereupon may exercise
all or any of the powers so  delegated  to them.  The Board of  Directors or the
Bylaws may provide the number of members necessary to constitute a quorum of any
committee  and the  number of  affirmative  votes  necessary  for  action by any
committee.

     E. The Board of Directors  shall elect such officers of the  Corporation as
specified in the Bylaws.  All vacancies in the offices of the Corporation  shall
be filled by the Board of  Directors.  The Board of  Directors  shall  also have
authority to appoint such other managing  officers as they may from time to time
determine.


                                   ARTICLE VI

     Special  meetings of  shareholders  of the Corporation may be called at any
time by the Chairman of the Board of  Directors or by the  President on at least
ten days' notice to each shareholder entitled to vote at the special meeting, by
mail at such shareholder's last known post office address,  specifying the time,
place and purpose or purposes of the special meeting.


                                   ARTICLE VII

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


                                  ARTICLE VIII

     A. In addition to any  affirmative  vote required by law or under any other
provision of these Articles of Incorporation:

          (i) any merger or  consolidation  of the Corporation or any Subsidiary
     (as  hereinafter  defined)  with or into any Other  Entity (as  hereinafter
     defined); or

          (ii) any sale, lease, exchange,  mortgage,  pledge,  transfer or other
     disposition (in one transaction or a series of related  transactions) to or
     with any Other Entity of any assets of the  Corporation  or any  Subsidiary
     having  an  aggregate  Fair  Market  Value  (as  hereinafter   defined)  of
     $25,000,000 or more; or



                                        4

<PAGE>



          (iii) the issuance or transfer by the  Corporation  or any  Subsidiary
     (in one transaction or a series of related  transactions) of any securities
     of the  Corporation  or any  Subsidiary to any Other Entity in exchange for
     cash,  securities or other  property (or a combination  thereof)  having an
     aggregate Fair Market Value of $25,000,000 or more; or

          (iv) the  adoption  of any plan or  proposal  for the  liquidation  or
     dissolution of the Corporation; or

          (v) any  reclassification  of securities  (including any reverse stock
     split),  recapitalization,  reorganization,  merger or consolidation of the
     Corporation  with  any  of its  Subsidiaries  or  any  similar  transaction
     (whether or not with or into or otherwise involving any Other Entity) which
     has the effect,  directly or indirectly,  of increasing  the  proportionate
     share of the  outstanding  shares of any  class of  equity  or  convertible
     securities  of the  Corporation  or any  Subsidiary  which is  directly  or
     indirectly owned by any Other Entity; or

          (vi) any  direct or  indirect  purchase  or other  acquisition  by the
     Corporation  of any  equity  security  (as  defined  in Rule  3a11-1 of the
     General Rules and Regulations under the Securities Exchange Act of 1934, as
     in effect on June 30, 1995) of any class from an Interested  Securityholder
     (as  hereinafter  defined) who has  beneficially  owned such securities for
     less than two years prior to the date of such  purchase or any agreement in
     respect  thereof,  shall  require  the  affirmative  vote of the holders of
     shares of capital stock of the Corporation  having at least 75% (excluding,
     in the case of (i) through (v) above,  shares  beneficially  owned by a 25%
     Shareholder  (as  hereinafter  defined),  and,  in the case of (vi)  above,
     shares  beneficially owned by such Interested  Securityholder) of the votes
     of all outstanding  shares of capital stock of the Corporation  entitled to
     vote generally in the election of directors,  considered for the purpose of
     this Article VIII as one class ("Voting  Shares").  Such  affirmative  vote
     shall be required notwithstanding the fact that no vote may be required, or
     that  some  lesser  percentage  vote  may  be  specified,  by law or in any
     agreement with any national securities exchange or otherwise.

     B.  The  provisions  of  paragraph  A of this  Article  VIII  shall  not be
applicable to any particular Business Combination (as hereinafter defined),  and
such  Business  Combination  shall  require  only  such  affirmative  vote as is
required by law and any other provision of these Articles of  Incorporation,  if
all of the conditions specified in either of the following subparagraphs 1 and 2
shall have been satisfied.

          1. A majority of the  Continuing  Directors (as  hereinafter  defined)
     shall have approved the Business Combination (but only if a majority of the
     Board of Directors are Continuing Directors); or


                                        5

<PAGE>



          2. All of the following conditions shall have been met:

               a. The ratio of:

                    (i)  the  aggregate  amount of the cash and the Fair  Market
                         Value as of the date of  consummation  of the  Business
                         Combination of other  consideration  to be received per
                         share by  holders  of a  particular  class or series of
                         Voting Shares in such Business Combination

                    to   

                    (ii) the Fair Market Value per share of such class or series
                         of  Voting  Shares  on the  date  of the  first  public
                         announcement  of such Business  Combination or the date
                         on which any 25% Shareholder  became a 25% Shareholder,
                         whichever  is  higher is at least as great as the ratio
                         (which  ratio  shall  equal the number one in the event
                         that such 25% Shareholder has never  beneficially owned
                         any shares of such class or series of Voting Shares) of

                    (x)  the  highest  per  share  price  (including   brokerage
                         commissions,  transfer  taxes and  soliciting  dealers'
                         fees) which such 25% Shareholder  has theretofore  paid
                         for any share of such class or series of Voting  Shares
                         acquired by it

                    to   

                    (y)  the Fair Market Value per share of such class or series
                         of Voting Shares on the date of the initial acquisition
                         by such 25%  Shareholder  of any share of such class or
                         series of Voting Shares;

               b. The  aggregate  amount of the cash and Fair Market Value as of
          the  date  of  consummation  of  the  Business  Combination  of  other
          consideration  to be  received  per share by  holders of each class or
          series of Preferred  Stock in such  Business  Combination  is not less
          than the  highest  preferential  amount per share to which  holders of
          shares of such class or series of Preferred Stock would, respectively,
          be entitled in the event of any voluntary or involuntary  liquidation,
          dissolution  or winding up of the  Corporation,  regardless of whether
          the Business Combination to be consummated constitutes such an event;


                                        6

<PAGE>



               c. The  consideration  to be received by holders of a  particular
          class or series of Voting Shares in such Business Combination shall be
          in cash or in the same form and of the same kind as the  consideration
          paid by the 25%  Shareholder  in acquiring the shares of such class or
          series of Voting Shares already owned by it;

               d. After such 25% Shareholder has acquired  ownership of not less
          than 25% of the then outstanding  Voting Shares (a "25% Interest") and
          prior to the consummation of such Business Combination:

                    (i) the 25%  Shareholder  shall have  taken  steps to ensure
               that the Corporation's  Board of Directors  includes at all times
               representation  by Continuing  Director(s)  proportionate  to the
               ratio that the Voting Shares which from time to time are owned by
               persons who are not 25% Shareholders  ("Public  Holders") bear to
               all Voting Shares  outstanding at such  respective  times (with a
               Continuing  Director  to occupy any  resulting  fractional  board
               position);

                    (ii)  there  shall  have  been no  reduction  in the rate of
               distributions ("Dividends") payable on the Common Stock except as
               may have  been  approved  by a  majority  vote of the  Continuing
               Directors;

                    (iii) such 25% Shareholder shall not have acquired any newly
               issued  shares  of  stock,  directly  or  indirectly,   from  the
               Corporation  (except upon  conversion of  convertible  securities
               acquired by it prior to  obtaining a 25%  Interest or as a result
               of a pro rata stock Dividend or stock split); and

                    (iv)  such  25%  Shareholder  shall  not have  acquired  any
               additional  Voting  Shares  or  securities  convertible  into  or
               exchangeable   for  Voting   Shares  except  as  a  part  of  the
               transaction which resulted in such 25% Shareholder  acquiring its
               25% Interest;

               e.  Prior  to  or  upon  the   consummation   of  such   Business
          Combination,  such 25%  Shareholder  shall not have (i)  received  the
          benefit,   directly  or  indirectly   (except   proportionately  as  a
          shareholder),  of any loans,  advances,  guarantees,  pledges or other
          financial  assistance or tax credits provided by the  Corporation,  or
          (ii) made any major  change in the  Corporation's  business  or equity
          capital structure  without the unanimous  approval of the entire Board
          of Directors; and

               f.  A  proxy  statement  responsive  to the  requirements  of the
          Securities  Exchange Act of 1934 and the General Rules and Regulations
          promulgated thereunder shall have been mailed to all holders of Voting
          Shares for the purpose of  soliciting  shareholders'  approval of such
          Business Combination.  Such proxy statement shall contain at the front
          thereof in a prominent place, any recommendations

                                        7

<PAGE>



          as to the advisability (or inadvisability) of the Business Combination
          which the Continuing Directors,  or any of them, may have furnished in
          writing  and,  if deemed  advisable  by a majority  of the  Continuing
          Directors, an opinion of a reputable investment banking firm as to the
          fairness  (or  lack  of  fairness)  of  the  terms  of  such  Business
          Combination,  from a financial point of view, to the holders of Voting
          Shares other than any 25% Shareholder (such investment banking firm to
          be selected by a majority of the Continuing Directors, to be furnished
          with  all  information  it  reasonably  requests  and  to  be  paid  a
          reasonable  fee for its services  upon receipt by the  Corporation  of
          such opinion).

     C. For the purposes of this Article VIII:

          1. The term "Business Combination" shall mean any transaction which is
     referred to in any one or more of clauses (i) through (v) of paragraph A of
     this Article VIII;

          2. The term "Other Entity" shall include (a) any 25%  Shareholder  and
     (b) any other person (whether or not itself a 25% Shareholder)  which after
     any Business Combination, would be an Affiliate (as hereinafter defined) of
     any 25% Shareholder;

          3.  The  term  "person"  shall  mean  any  individual,   firm,  trust,
     partnership, association, corporation or other entity;

          4. The term "25%  Shareholder"  shall mean, in respect to any Business
     Combination,  any person (other than the Corporation or any Subsidiary) who
     or which,  as of the  record  date for the  determination  of  shareholders
     entitled  to  notice  of and to  vote  on  such  Business  Combination,  or
     immediately prior to the consummation of any such transactions,

               (a) is the beneficial owner, directly or indirectly,  of not less
          than 25% of the Voting Shares, or

               (b) is an  Affiliate  of the  Corporation  and at any time within
          five  years  prior  thereto  was the  beneficial  owner,  directly  or
          indirectly,  of not  less  than  25% of the  then  outstanding  Voting
          Shares, or

               (c) is an assignee of or has otherwise succeeded to any shares of
          capital  stock of the  Corporation  which were at any time within five
          years prior thereto  beneficially  owned by any 25%  Shareholder,  and
          such  assignment or succession  shall have occurred in the course of a
          transaction or series of transactions  not involving a public offering
          within the meaning of the Securities Act of 1933;


                                        8

<PAGE>



          5.   A person shall be the beneficial owner of any Voting Shares

               (a) which such person or any of its Affiliates and Associates (as
          hereinafter defined) beneficially own, directly or indirectly, or

               (b) which such person or any of its  Affiliates or Associates has
          (i)  the  right  to  acquire   (whether  such  right  is   exercisable
          immediately  or only  after  the  passage  of time),  pursuant  to any
          agreement,  arrangement  or  understanding  or upon  the  exercise  of
          conversion rights, exchange rights, warrants or options, or otherwise,
          or (ii) the right to vote pursuant to any  agreement,  arrangement  or
          understanding, or

               (c) which are beneficially owned, directly or indirectly,  by any
          other  person  with which such  first  mentioned  person or any of its
          Affiliates   or  Associates   has  any   agreement,   arrangement   or
          understanding  for  the  purpose  of  acquiring,  holding,  voting  or
          disposing of any shares of capital stock of the Corporation;

          6. The  outstanding  Voting Shares shall  include  shares deemed owned
     through  application of  subparagraph 5 of this paragraph C above but shall
     not include any other Voting  Shares which may be issuable  pursuant to any
     agreement or upon exercise of conversion  rights,  warrants or options,  or
     otherwise;

          7. The term  "Continuing  Director"  shall mean (a) a person who was a
     member of the Board of Directors elected by the Public Holders prior to the
     date as of which any 25% Shareholder  acquired in excess of 10% of the then
     outstanding  Voting  Shares or (b) a person  designated  (before his or her
     initial  election as a director) as a Continuing  Director by a majority of
     the then Continuing Directors;

          8.  The term  "other  consideration  to be  received"  shall  include,
     without  limitation,  Voting Shares retained by Public Holders in the event
     of a  Business  Combination  in  which  the  Corporation  is the  surviving
     corporation;

          9. The terms  "Affiliate"  and  "Associate"  shall have the respective
     meanings  given  those  terms  in  Rule  12b-2  of the  General  Rules  and
     Regulations under the Securities Exchange Act of 1934, as in effect on June
     30, 1995;

          10. The term  "Subsidiary"  shall mean any corporation or other entity
     of which a majority of the  outstanding  voting  securities or other equity
     interests  having  the  power,  under  ordinary  circumstances,  to elect a
     majority  of the  directors  or  otherwise  to direct  the  management  and
     policies,  of such  corporation  or other  entity,  is owned,  directly  or
     indirectly, by the Corporation;

          11. The term "Interested  Securityholder"  shall mean, with respect to
     any transaction  which is referred to in Clause (vi) of paragraph A of this
     Article VIII, any person

                                        9

<PAGE>



     (other than the  Corporation  or any  Subsidiary)  who or which,  as of the
     record date for the determination of shareholders entitled to notice of and
     to vote on such  transaction,  or immediately  prior to the consummation of
     any such transaction,

               (a) is the beneficial owner, directly or indirectly,  of not less
          than five percent of the Voting Shares, or

               (b) is an Affiliate of the Corporation and at any time within two
          years prior thereto was the beneficial owner,  directly or indirectly,
          of not less than five percent of the then  outstanding  Voting Shares,
          or

               (c) is an assignee of or has otherwise succeeded to any shares of
          the class of securities  to be acquired  which were at any time within
          two  years  prior   thereto   beneficially   owned  by  an  Interested
          Securityholder,  and such assignment or succession shall have occurred
          in the course of a transaction or series of transactions not involving
          a public  offering  within the meaning of the  Securities Act of 1933;
          and

          12. The term "Fair Market Value" shall mean (i) in the case of capital
     stock, the highest closing sale price during the 30-day period  immediately
     preceding  the date in  question  of a share of such  capital  stock on the
     Composite  Tape for New York  Stock  Exchange-Listed  Stocks,  or,  if such
     capital  stock is not quoted on the  Composite  Tape, on the New York Stock
     Exchange,  or, if such capital stock is not listed on such exchange, on the
     principal United States securities exchange registered under the Securities
     Exchange  Act of 1934 on which such  capital  stock is listed,  or, if such
     capital stock is not listed on any such exchange,  the highest  closing bid
     quotation  with respect to a share of such capital stock during the 30- day
     period  preceding  the date in  question  on the  National  Association  of
     Securities Dealers,  Inc. Automated Quotations System or any system then in
     use, or if no such  quotations  are  available the fair market value on the
     date in  question  of a share  of such  capital  stock as  determined  by a
     majority of the Continuing Directors in good faith; and (ii) in the case of
     property  other than cash or capital  stock,  the fair market value of such
     property on the date in question as  determined in good faith by a majority
     of the Continuing  Directors;  provided that any such  determination by the
     Continuing  Directors shall only be effective if made at a meeting at which
     a majority of Continuing Directors is present.

     D. A majority of the Continuing  Directors shall have the power and duty to
determine for purposes of this Article VIII, on the basis of  information  known
to them, (i) the number of Voting Shares  beneficially owned by any person, (ii)
whether a person is an Affiliate or Associate of another, (iii) whether a person
has an agreement,  arrangement or  understanding  with another as to the matters
referred to in subparagraph 4 of paragraph C, (iv) whether the assets subject to
any Business  Combination  have an aggregate Fair Market Value of $25,000,000 or
more,  and (v) such  other  matters  with  respect to which a  determination  is
required under this Article VIII.



                                       10

<PAGE>



     E. Nothing contained in this Article VIII shall be construed to relieve any
25% Shareholder from any fiduciary obligation imposed by law.


                                   ARTICLE IX

     Any  amendment,  alteration,  change or repeal  of  Article  VA, VB and VC,
Article VIII or this Article IX of these Articles of Incorporation shall require
the  affirmative  vote  of  the  holders  of  shares  of  capital  stock  of the
Corporation  having at least 75% of the votes of all  outstanding  Voting Shares
(as  defined in Article  VIII),  excluding  from such  affirmative  vote  shares
beneficially owned by any 25% Shareholder or by any Interested Securityholder in
the case of an amendment of the  provisions  of paragraph A of Article VIII that
exclude from an  affirmative  vote required  pursuant to such paragraph A shares
beneficially  owned  by  25%  Shareholders  or  shares   beneficially  owned  by
Interested Security holders, as the case may be.


                                    ARTICLE X

     The Board of  Directors  may make  Bylaws  and from time to time may alter,
amend or repeal any Bylaws; but any Bylaws made by the Board of Directors may be
altered or repealed by the shareholders entitled to vote generally at any annual
meeting or at any special meeting provided notice of such proposed alteration or
repeal be included in the notice of meeting.


                                   ARTICLE XI

     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  breach  of  the  director's  duty  of  loyalty  to  the
     Corporation or its shareholders; or

          (ii)  for  acts  or  omissions  not in good  faith  or  which  involve
     intentional misconduct or a knowing violation of law; or

          (iii)  for any transaction from which the director derives an improper
     personal benefit; or

          (iv) under  Section  490.833,  or a successor  provision,  of the Iowa
     Business Corporation Act.

     B. If, after the date these  Articles of  Incorporation  are filed with the
Secretary of State of the State of Iowa,  the Iowa Business  Corporation  Act is
amended to authorize corporate action

                                       11

<PAGE>



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 Iowa  Business  Corporation  Act, as so
amended.  Any repeal or  modification  of Section A or Section B of this Article
XI, 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 XII

     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 reasons 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 Article XII 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.

     B. If a claim under Section 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 also be paid 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

                                       12

<PAGE>



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

     D. Any action taken or omitted to be taken by (i) 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 or (ii) by any director of the Corporation pursuant to
Section  D of  Article  VIII  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, in the case of clause (i), 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 Iowa
Business Corporation Act.

     F. The  rights  conferred  on any person by this  Article  XII 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.

     G. 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.



                                       13

<PAGE>



     The duly adopted Restated Articles of Incorporation  supersede the original
Articles of Incorporation and all amendments thereto.

     The Restated Articles of Incorporation  amend the Articles of Incorporation
requiring  shareholder  approval.  The Restated  Articles of Incorporation  were
approved by the  shareholders.  The designation,  number of outstanding  shares,
number  of votes  entitled  to be cast by each  voting  group  entitled  to vote
separately on the Restated Articles of Incorporation, and the number of votes of
each voting group indisputably represented are as follows:

                                      Votes Entitled
     Designation       Shares           To Be Cast On        Votes Represented
      Of Group       Outstanding      Restated Articles          at Meeting
     -----------     -----------      -----------------       -----------------
     Common Stock       1,000              1,000                  1,000

     The total  number of  undisputed  votes cast for and against  the  Restated
Articles of  Incorporation  by each voting group entitled to vote  separately on
the Restated Articles of Incorporation are as follows:

     Voting Group                 Votes For                   Votes Against
     ------------                 ---------                   -------------
     Common Stock                   1,000                          0

     The number of votes cast for the Restated Articles of Incorporation by each
voting group was sufficient for approval by that voting group.

     These Restated  Articles of Incorporation are to be effective when filed by
the Secretary of State.

                                         MIDAMERICAN ENERGY COMPANY



                                         /s/ PAUL J. LEIGHTON
                                         ----------------------------------
                                         Paul J. Leighton, Vice President and
                                            Secretary


MER-141.rev
06/22/95

                                       14

<PAGE>



                              ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           MIDAMERICAN ENERGY COMPANY


TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:

     Pursuant to the  provisions  of Section  490.601,  and in  accordance  with
Section  490.602(4),  of the Iowa  Business  Corporation  Act,  the  undersigned
corporation   hereby  adopts  the   following   Articles  of  Amendment  to  the
corporation's Restated Articles of Incorporation.

     1. The name of the corporation is:

            MidAmerican Energy Company

     2. As of June 30,  1995,  the  Board of  Directors  of  MidAmerican  Energy
Company,  an  Iowa  corporation  ("Corporation"),  duly  adopted  the  following
Articles of Amendment to the Restated  Articles of  Incorporation  ("Articles of
Incorporation")  of the Corporation,  determining  certain terms of its class of
shares  designated in Article III of its Articles of  Incorporation as Preferred
Stock, no par value ("Preferred  Stock"), and creating and determining the terms
of the ten series of Preferred Stock  (collectively,  the "Merger Series") to be
issued on the date on which the merger  ("Merger") of Midwest Resources Inc., an
Iowa  corporation  ("Midwest  Resources"),  Midwest  Power Systems Inc., an Iowa
corporation  ("Midwest Power"),  and Iowa-Illinois Gas and Electric Company,  an
Illinois  corporation  ("Iowa-Illinois"),  with and into the Corporation becomes
effective  ("Effective  Date of the  Merger"),  upon the  conversion  of (i) all
shares of each series of Midwest Power  Preferred  Stock, no par value ("Midwest
Power Preferred Stock"),  into shares of a particular series of Preferred Stock,
and (ii) all shares of each series of Iowa-Illinois  Preference Shares,  without
par value ("Iowa-Illinois Preference Stock"), into shares of a particular series
of Preferred Stock, including the certain preferences,  limitations and relative
rights  of  holders  of  shares  of  Preferred   Stock,   and  the  designation,
preferences, limitations and relative rights of each Merger Series.

     3. The text of the Amendment  determining  the terms of the Preferred Stock
and the terms of each Merger Series, is as follows:




<PAGE>



          A.  Designations.  Each  Merger  Series is given one of the  following
     distinguishing designations:

                    $1.7375  Series 
                    $3.30 Series 
                    $3.75 Series 
                    $3.90 Series 
                    $4.20 Series  
                    $4.35 Series 
                    $4.40 Series 
                    $4.80 Series 
                    $5.25 Series 
                    $7.80 Series

          B. Number of Shares. Each Merger Series shall consist of the following
     number of shares of Preferred Stock:

                        Series              Number of Shares
                    --------------          ----------------
                    $1.7375 Series             2,400,000
                    $3.30 Series                  49,622
                    $3.75 Series                  38,320
                    $3.90 Series                  32,630
                    $4.20 Series                  47,369
                    $4.35 Series                  49,950
                    $4.40 Series                  50,000
                    $4.80 Series                  49,898
                    $5.25 Series                 100,000
                    $7.80 Series                 400,000

          C. Distributions ("Dividends").

               (1) The holders of the shares of each Merger Series in preference
          to the holders of Common  Stock and the holders of any other shares of
          the  Corporation  which rank junior to the Preferred  Stock,  shall be
          entitled  to  receive,  but only when and as  declared by the Board of
          Directors, out of any assets legally available therefor,  Dividends in
          lawful money of the United States of America,  in the amount per annum
          set forth in the  designation  of such Merger Series in these Articles
          of Amendment creating such Merger Series, and no more.

               (2)  Dividends  on the  Merger  Series  shares  shall be  payable
          quarterly  on the  first day of each of the  months  of  March,  June,
          September and December  ("Dividend  Payment Date") with respect to the
          quarterly  Dividend  period  ending  on the date  preceding  each such
          Dividend  Payment Date, to  shareholders  of record as of a date to be
          fixed by the Board of Directors, not exceeding thirty (30)

                                        2

<PAGE>



          days and not less than ten (10) days preceding  such Dividend  Payment
          Dates; provided, however, that the first Dividend payable on the $5.25
          Series and the $7.80 Series shall be paid as follows:

                    (a) if a regular  Dividend  Payment  Date for the  shares of
               Iowa-Illinois  Preference  Stock which were converted into shares
               of such Merger Series in the merger of Midwest Resources, Midwest
               Power   and   Iowa-Illinois   with  and   into  the   Corporation
               ("Iowa-Illinois  Payment Date"),  occurs after the Effective Date
               of the Merger but before the first  Dividend  Payment  Date after
               the Effective Date of the Merger ("First Dividend Payment Date"),
               then

                         (i) a  Dividend  shall  be paid on the  shares  of such
                    Merger  Series  on the  Iowa-Illinois  Payment  Date  in the
                    regular quarterly amount, and

                         (ii) a  Dividend  shall be paid on the  shares  of such
                    Merger Series on the First  Dividend  Payment Date, but only
                    in the amount obtained by multiplying the regular  quarterly
                    amount of such  Dividend by a fraction (A) the  numerator of
                    which is the number of days in the period  commencing on the
                    Iowa-Illinois  Payment Date and ending on and  including the
                    day prior to the First  Dividend  Payment Date,  and (B) the
                    denominator  of which is the  number  of days in the  period
                    commencing  on  the  Dividend  Payment  Date  preceding  the
                    Effective Date of the Merger and ending on and including the
                    day prior to the First Dividend Payment Date; or

                    (b) if the First  Dividend  Payment  Date  occurs  before an
               Iowa-Illinois  Payment  Date,  a  Dividend  shall  be paid on the
               shares of such Merger Series on the First Dividend  Payment Date,
               but  only in the  amount  obtained  by  multiplying  the  regular
               quarterly amount of such Dividend by a fraction (i) the numerator
               of which is the  number of days in the period  commencing  on the
               Iowa-Illinois  Payment Date  preceding the Effective  Date of the
               Merger  and  ending on and  including  the day prior to the First
               Dividend  Payment Date, and (ii) the  denominator of which is the
               number of days in the period  commencing on the Dividend  Payment
               Date preceding the Effective Date of the Merger and ending on and
               including the day prior to the First Dividend Payment Date.


                                        3

<PAGE>



               (3) Except as provided in Section C (2), Dividends on each Merger
          Series  share  shall be  cumulative  from the  Dividend  Payment  Date
          preceding the Effective Date of the Merger. Accumulations of Dividends
          shall not bear interest.

               (4) Except as provided  in Section C (2),  no  Dividend  shall be
          paid upon,  or declared and set apart for, any Merger Series share for
          any quarterly  period or portion thereof unless (i) at the same time a
          like  proportionate  Dividend for the same quarterly period or portion
          thereof shall be paid upon, or declared and set aside,  for all Merger
          Series  shares  and all  other  shares  of  Preferred  Stock  on which
          Dividends are payable on a Dividend Payment Date and (ii) no Dividends
          on any other shares of Preferred Stock are accrued and unpaid.

               (5) So long as any  Merger  Series  shares are  outstanding,  the
          Corporation  shall not (i) pay or declare or set aside any Dividend or
          other  distribution  on any  shares  of  Common  Stock or on any other
          junior shares of the Corporation  which rank below the Preferred Stock
          with respect to any assets,  Dividends or other  distributions or upon
          Liquidation  or (ii) purchase,  redeem or otherwise  acquire for value
          any shares of Common Stock or such junior shares,  in each case unless
          and until full Dividends have been declared and paid upon or set apart
          for  payment on all shares of  Preferred  Stock,  with  respect to all
          Dividend  periods and the Dividend  period which  includes the date of
          such Dividend or  distribution  on Common Stock or such junior shares;
          provided,  however,  that the  foregoing  terms of this  Section C (5)
          shall not apply to the  declaration  and payment of Dividends or other
          distributions  on any shares of Common Stock or such junior  shares if
          payable solely in shares of Common Stock or such junior shares, nor to
          the  acquisition  of shares of Common  Stock or such junior  shares in
          exchange for, or through the  application  of the proceeds of the sale
          of, any shares of Common Stock or such junior shares.

          D. Redemption.

               (1)  Subject  to the  limitations  set  forth in  Section  F, the
          outstanding  shares  of each  Merger  Series  may be  redeemed  by the
          Corporation,  at its option, by action of its Board of Directors, as a
          whole at any time or in part from time to time, by paying in cash on a
          redemption  date  specified by the Board of  Directors,  the following
          redemption  prices,  in each case plus an amount  equal to accrued and
          unpaid Dividends thereon to such redemption date:


                                        4

<PAGE>



                    $1.7375 Series:
                             $26.3900 per share on December 1, 1994
                                      through November 30, 1995
                             $26.0425 per share on December 1, 1995
                                      through November 30, 1996
                             $25.6950 per share on December 1, 1996
                                      through November 30, 1997
                             $25.3475 per share on December 1, 1997
                                      through November 30, 1998
                             $25.000  per share on or after December 1,
                                      1998
                    $3.30 Series:
                           $101.50 per share
                    $3.75 Series:
                           $102.75 per share
                    $3.90 Series:
                           $105.00 per share
                    $4.20 Series:
                           $103.439 per share
                    $4.35 Series:
                           $102.00 per share
                    $4.40 Series:
                           $101.50 per share
                    $4.80 Series:
                           $102.70 per share
                    $5.25 Series:
                           $101.97 per share on November 1, 1998
                                   through October 31, 1999
                           $101.31 per share on November 1, 1999
                                   through October 31, 2000
                           $100.66 per share on November 1, 2000
                                   through October 31, 2001
                           $100.00 per share on or after November 1,
                                   2001
                    $7.80 Series:
                           $107.80 per share on May 1, 1996 through
                                   April 30, 2001
                           $103.90 per share on May 1, 2001 through
                                   April 30, 2002
                           $101.95 per share on or after May 1, 2002

          provided,  however,  that (i) prior to December 1, 1998,  no shares of
          the $1.7375  Series may be redeemed  through a refunding,  directly or
          indirectly,  by or in  anticipation of the incurring of any debt which
          has an interest cost, or the issuance of stock ranking equally with or
          prior to the  $1.7375  Series as to  Dividends  or assets  which has a
          Dividend  cost  to  the  Corporation   (computed  in  accordance  with
          generally accepted financial practice),  of less that 7.15% per annum,
          (ii) prior

                                        5

<PAGE>



          to November 1, 1998,  no shares of the $5.25 Series may be redeemed at
          the option of the  Corporation,  and (iii)  prior to May 1,  1996,  no
          shares  of the  $7.80  Series  may be  redeemed  at the  option of the
          Corporation.

               (2)  Subject  to the  limitations  set  forth in  Section  F, the
          Corporation  shall on  November 1, 2003 redeem all shares of the $5.25
          Series then outstanding at $100.00 per share,  plus accrued and unpaid
          Dividends thereon through October 31, 2003.

               (3) "Accrued and unpaid Dividends" as used in this Amendment with
          respect to any Merger Series share means the amount,  if any, by which
          the applicable  amount of Dividend per annum from the date after which
          Dividends  on such share  become  cumulative  to the date in question,
          exceeds the  Dividends  actually  paid or  declared  and set aside for
          payment thereon.

               (4) Notice of any proposed redemption of any Merger Series shares
          shall be given by the Corporation by mailing a copy of such notice not
          more than sixty (60) nor less than  thirty (30) days prior to the date
          fixed for such  redemption  to the holders of record of such shares to
          be redeemed, at their respective addresses then appearing on the books
          of the  Corporation;  but no failure to mail such notice or any defect
          therein,  or in the mailing thereof,  shall affect the validity of the
          proceedings  for the  redemption  of any Merger Series shares so to be
          redeemed.

               (5) In case of  redemption  of only a part of the  shares  of any
          Merger  Series at the time  outstanding,  the  shares  of such  Merger
          Series to be  redeemed  shall be selected by lot in such manner as the
          Board of Directors may determine.

               (6) On the  redemption  date  specified  in the  notice  of  such
          redemption the  Corporation  shall,  and at any time within sixty (60)
          days prior to such  redemption  date may,  deposit  in trust,  for the
          account of the  holders of the Merger  Series  shares to be  redeemed,
          funds  necessary for such  redemption  with a bank or trust company in
          good standing, organized under the laws of the United State of America
          or of the State of Iowa,  doing  business  in the City of Des  Moines,
          Iowa,  having combined  capital,  surplus and undivided  profits of at
          least $2,500,000 and designated in such notice of redemption.

               (7)  Notice  having  been  given  and  funds  necessary  for such
          redemption  having been deposited,  all as provided in this Section D,
          all Merger Series shares with respect to the  redemption of which such
          notice shall be given and deposit made, shall thenceforth,  whether or
          not the date fixed for such redemption shall have yet occurred, or the
          certificates for such shares shall have been

                                        6

          <PAGE>



          surrendered  for  cancellation,  be deemed no longer to be outstanding
          for any  purpose,  and all rights with  respect to such  shares  shall
          thereupon cease and terminate  except only the right of the holders of
          the  certificates  for such  shares  to  receive,  out of the funds so
          deposited  in trust,  upon or after the  redemption  date  (unless  an
          earlier  date is fixed  by the  Board of  Directors),  the  redemption
          funds, without interest,  to which they are entitled upon endorsement,
          if required, and surrender of their certificates for such shares.

               (8) At the expiration of six (6) years after the redemption  date
          such trust  shall  terminate  and any such moneys  then  remaining  on
          deposit  with such bank or trust  company  which are  unclaimed by the
          holders of the  certificates  for the Merger  Series shares which have
          been so redeemed, plus interest thereon, if any, shall be paid by such
          bank  or  trust  company  to  the  Corporation,  free  of  trust,  and
          thereafter the holders of the  certificates for such shares shall have
          no claim  against  such  bank or trust  company  but  only  claims  as
          unsecured  creditors  against the  Corporation  for the amount payable
          upon the redemption thereof, without interest.

               (9) Any interest on or other  accretions to funds  deposited with
          such bank or trust company  pursuant to this Section D shall belong to
          the Corporation.

          E. Sinking Fund.  Subject to the  limitations  set forth in Section F,
     while  any  shares  of the  $7.80  Series  shall  remain  outstanding,  the
     Corporation  shall on or before May 1, 2001, and on or before May 1 of each
     year  thereafter  to and  including  May 1,  2005  (each  such  May 1 being
     hereinafter in this Section E called a "Sinking Fund Redemption Date"), set
     aside,  separate  and  apart  from its  other  funds,  an  amount  equal to
     $6,660,000 (or such lesser amount as may be sufficient to redeem all of the
     shares of the $7.80 Series then  outstanding)  as a mandatory  sinking fund
     payment for the exclusive benefit of shares of the $7.80 Series,  plus such
     further  amount as shall  equal the  accrued  and unpaid  Dividends  on the
     shares  of the  $7.80  Series  to be  redeemed  out  of  such  payment  (as
     hereinafter  in this  Section E  provided)  through the day  preceding  the
     applicable  Sinking Fund Redemption Date. The obligation of the Corporation
     to make such payments  shall be  cumulative,  so that if for any reason the
     full amount  thereof shall not be set aside for any year, the amount of the
     deficiency  from  time to time  shall be added to the  amount  due from the
     Corporation  on  subsequent   Sinking  Fund  Redemption   Dates  until  the
     deficiency  shall  have been  fully  satisfied.  The  Corporation  shall be
     entitled to credit against any such  mandatory  sinking fund payment shares
     of the $7.80  Series  redeemed,  purchased  or  otherwise  acquired  by the
     Corporation,  except  through  application  of  any  sinking  fund  payment
     (whether  mandatory or optional),  and not theretofore so credited,  at the
     sinking fund redemption price hereinafter specified in this Section E. 


                                       7
<PAGE>

In addition to the mandatory  sinking fund payments  required by the immediately
preceding  paragraph,  the  Corporation  may at its  option,  in  respect of any
Sinking  Fund  Redemption  Date,  set aside,  separate  and apart from its other
funds, an amount not in excess of $6,660,000 as an optional sinking fund payment
for the  exclusive  benefit  of shares of the $7.80  Series,  plus such  further
amount as shall  equal the  accrued  and unpaid  Dividends  on the shares of the
$7.80 Series to be redeemed out of such payment (as  hereinafter in this Section
E provided)  through the day preceding the  applicable  Sinking Fund  Redemption
Date. The privilege of making such payments shall not be cumulative, and no such
payment shall relieve the  Corporation to any extent from its obligation to make
any subsequent mandatory sinking fund payment.

Any amounts  set aside by the  Corporation  pursuant to this  Section E shall be
applied on the date of such setting aside if a Sinking Fund  Redemption  Date or
otherwise on the first Sinking Fund Redemption Date occurring  thereafter to the
redemption of shares of the $7.80 Series at $100.00 per share,  plus accrued and
unpaid  Dividends  through  the  day  preceding  the  applicable   Sinking  Fund
Redemption Date, in the manner and upon the notice provided in Section D. If any
Sinking Fund Redemption  Date shall be a Saturday,  Sunday or other day on which
banking  institutions in Chicago,  Illinois or New York, New York are authorized
or obligated to remain closed, such term shall be construed to refer to the next
preceding  business  day.  Subject to the  limitations  stated in Section F, the
Corporation  shall on May 1, 2006  redeem  any shares of the $7.80  Series  then
outstanding  at $100.00 per share,  plus  accrued and unpaid  Dividends  through
April 30, 2006.

          F. Repurchase.

               (1) The  Corporation  may from time to time purchase or otherwise
          acquire  Merger  Series  shares at a price not exceeding the amount at
          the time payable in the event of  redemption  thereof  otherwise  than
          through the operation of the applicable sinking fund, if any.

               (2) If and so long as the Corporation  shall be in default in the
          payment of any  quarterly  Dividend on any Merger  Series  shares,  or
          shall be in default in the payment of funds into or the setting  aside
          of funds for any sinking  fund created for any Merger  Series  shares,
          the Corporation  shall not (other than by the use of unapplied  funds,
          if any,  paid into or set aside for a sinking  fund or funds  prior to
          such default):

                    (a)  redeem  any  Merger  Series  shares,  unless all Merger
               Series shares are redeemed, or

                                        8

<PAGE>

                    (b)   purchase   or   otherwise   acquire   for  a  valuable
               consideration any Merger Series shares, except pursuant to offers
               of sale made by the holders of Merger  Series  shares in response
               to an  invitation  for tenders  given by mail by the  Corporation
               simultaneously  to the  holders  of record of all  Merger  Series
               shares  then  outstanding,  at their  respective  addresses  then
               appearing on the books of the Corporation.

          G. Preference on Liquidation.

               (1) Before  any  distribution  of any  assets of the  Corporation
          shall be made to the holders of any Common  Stock or any other  junior
          shares of the  Corporation  which rank below the Preferred  Stock with
          respect to any assets, Dividends or other distributions:

                    (a) in the event of any liquidation,  dissolution or winding
               up ("Liquidation") of the Corporation which is voluntary:

                         (i) the  holders of the shares of the  $1.7375  Series,
                    $3.30, Series, $3.75  Series,  $4.35  Series, $4.40 Series,
                    $4.80  Series,  $5.25  Series  and  $7.80  Series  shall  be
                    entitled  to receive an amount per share equal to the amount
                    which would then be payable  upon such share in the event of
                    redemption  thereof in accordance with Section D(1),  except
                    that prior to November 1, 1998, the holders of the shares of
                    the $5.25  Series  shall be entitled to receive  $105.25 per
                    share and prior to May 1, 2001, the holders of the shares of
                    the $7.80  Series  shall be entitled to receive  $107.80 per
                    share, and no more; and

                         (ii) the holders of the shares of the $3.90  Series and
                    $4.20  Series shall be entitled to receive the amount of one
                    hundred  dollars  ($100) per share plus  accrued  and unpaid
                    Dividends  to the date of  payment  of such  amount,  and no
                    more.


                    (b) in the event of any Liquidation of the Corporation which
               is involuntary:

                         (i) the  holders  of the  shares of the  $3.30  Series,
                    $3.75  Series,  $3.90 Series,  $4.20  Series,  $4.35 Series,
                    $4.40 Series,  $4.80  Series,  $5.25 Series and $7.80 Series
                    shall be  entitled  to  receive  the  amount of one  hundred
                    dollars  ($100) per share plus accrued and unpaid  Dividends
                    to the date of payment of such amount, and no more; and

                                        9

<PAGE>



                         (ii) the  holders of the shares of the  $1.7375  Series
                    shall be  entitled  to  receive  the  amount of  twenty-five
                    dollars ($25.00) per share plus accrued and unpaid Dividends
                    to the date of payment of such amount, and no more.

               (2) If upon any  Liquidation the assets  distributable  among the
          holders of the shares of  Preferred  Stock  shall be  insufficient  to
          permit  the  payment  of the full  preferential  amounts to which they
          shall be entitled,  then the entire  assets of the  Corporation  to be
          distributed  shall be  distributed  among the holders of the shares of
          Preferred Stock then outstanding  ratably in proportion to the amounts
          to which such holders are respectively entitled.

               (3)  If  upon  any  Liquidation  the  holders  of the  shares  of
          Preferred Stock shall receive the full  preferential  amounts to which
          they  shall  be  entitled,  the  remaining  assets  and  funds  of the
          Corporation  shall be  distributed  among the holders of the shares of
          Common Stock and of any other junior shares of the  Corporation  which
          rank  below  the  Preferred  Stock  with  respect  to any  assets,  or
          Dividends or other distributions, according to their respective rights
          and preferences and according to their respective shares.

               (4) Neither a consolidation nor a merger of the Corporation,  nor
          a sale or transfer of substantially all its assets as an entirety, nor
          a redemption or a purchase or other  acquisition by the Corporation of
          less  than all of its  shares  of any  class at the time  outstanding,
          shall be regarded as a Liquidation  within the meaning of this Section
          G.

          H. Voting Rights.

               (1) Except to the extent  required by law or as permitted by this
          Section H, the holders of Merger  Series  shares  shall have no voting
          rights.
                     
               (2) If at any time  Dividends  on any  Preferred  Stock  shall be
          accrued  and  unpaid  in an  amount  equivalent  to six or  more  full
          quarterly  Dividends,  the holders of all shares of  Preferred  Stock,
          voting together as a single class for such purpose,  shall be entitled
          until, but only until, all Dividends  accrued and unpaid on all shares
          of  Preferred  Stock shall have been paid (or  deposited  in trust for
          payment on or before the next  succeeding  Dividend  Payment Date with
          respect to Merger Series shares,  and on or before the next succeeding
          date or dates  upon which  Dividends  are  payable on other  series of
          Preferred Stock), to elect two (2) Directors of the Corporation.

                                       10

<PAGE>


               (3) While the  holders of the shares of  Preferred  Stock  remain
          entitled to elect two (2) Directors of the Corporation, the payment of
          Dividends on Preferred Stock,  including  accrued an unpaid Dividends,
          shall not be unreasonably  withheld if the financial  condition of the
          Corporation permits payment thereof.

               (4) The right of the  holders  of the shares of  Preferred  Stock
          under this Section H to elect two (2) Directors of the Corporation may
          be  exercised at any annual  meeting of  shareholders  or,  within the
          limitations  of this Section H, at a special  meeting of  shareholders
          held for such purpose;  whenever such right shall have become  vested,
          upon  request  signed by any  holder of record of shares of  Preferred
          Stock and delivered to the  Corporation  at its  principal  office not
          less than  ninety  (90) days prior to the date for the annual  meeting
          next  following  the  date  of  such  vesting,  the  President  of the
          Corporation  shall call a special meeting of shareholders,  to be held
          within  sixty (60) days after the  receipt  of such  request,  for the
          purpose of electing a new Board of Directors,  of which two (2) shall,
          subject to the  provisions  of this Section H, be elected by a vote of
          the  holders of the  Preferred  Stock to serve  until the next  annual
          meeting or until their successors shall be elected and shall qualify.
  
               (5) No such special  meeting  shall be required to be held within
          120 days after such a prior special meeting, and the term of office of
          each Director of the  Corporation  shall  terminate at the time of any
          such special meeting or adjournment thereof,  notwithstanding that the
          term for which  such  Director  had been  elected  shall not then have
          expired,  and provided  that the  successor  of such  Director is duly
          elected and qualified.



               (6) In the event that at any special meeting at which the holders
          of the shares of  Preferred  Stock  shall be entitled to elect two (2)
          Directors of the Corporation, a quorum of the holders of the shares of
          Preferred  Stock  shall not be  present  in  person  or by proxy,  the
          holders of Common Stock,  if a quorum  thereof be present in person or
          by proxy,  shall  temporarily  elect the Directors of the Corporation,
          which  holders of the shares of  Preferred  Stock  were  entitled  but
          failed to elect,  such  Directors to be  designated  as having been so
          elected and their  respective  terms of office to expire at such times
          thereafter  as their  successors  shall be  elected  by holders of the
          shares of Preferred Stock as provided in this Section H.



                                       11

<PAGE>



               (7) Whenever  the holders of the shares of Preferred  Stock shall
          be  entitled  to elect two (2)  Directors,  any  holder of record of a
          share of Preferred Stock shall have the right, during regular business
          hours,  in person or by a duly authorized  representative,  to examine
          the  Corporation  stock records of the Preferred Stock for the purpose
          of communicating with other holders of Preferred Stock with respect to
          the  exercise  of such right of  election,  and to make a list of such
          holders.

               (8)  Whenever,  under the terms of this Section H, the holders of
          the shares of Preferred  Stock shall be divested of the right to elect
          two (2)  Directors,  upon  request  signed by any  holder of record of
          Common Stock and delivered to the Corporation at its principal  office
          not less  than  ninety  (90)  days  prior  to the date for the  annual
          meeting next  following the date of such  divesting,  the President of
          the Corporation  shall call a special meeting of the holders of Common
          Stock to be held  within  sixty  (60) days  after the  receipt of such
          request for the purpose of electing a new Board of  Directors to serve
          until the next  annual  meeting or until their  respective  successors
          shall be elected and shall qualify.

               (9) The term of office of each Director of the Corporation  shall
          terminate  at the  time of any such  special  meeting  or  adjournment
          thereof at which a quorum of holders of Common  Stock shall be present
          in person or by proxy,  notwithstanding  that the term for which  such
          Director had been elected  shall not then have  expired,  and provided
          that the successor to such Director is duly elected and qualified.

               (10)  If,  during  any  interval   between  annual   meetings  of
          shareholders  for the election of  Directors  and while the holders of
          the  shares of  Preferred  Stock  shall be  entitled  to elect two (2)
          Directors, a Director in office who has been elected by the holders of
          the shares of Preferred Stock, shall, by reason of resignation,  death
          or removal, cease to be a Director, (a) the vacancy or vacancies shall
          be filled by vote of the  remaining  Director  then in office  who was
          elected  by the  holders  of the  shares  of  Preferred  Stock  or who
          succeeded  to a Director  so  elected,  and (b) if any  vacancy  which
          occurred  more than six months  prior to the date of the next  ensuing
          annual  meeting  is not so filled  within  forty  (40) days  after the
          occurrence  thereof,  the  President of the  Corporation  shall call a
          special  meeting of the holders of the shares of  Preferred  Stock and
          such vacancy shall be filled at such special meeting.

               (11) A Director  elected  by  holders of the shares of  Preferred
          Stock may be  removed  from  office  only by vote of the  holders of a
          majority of the votes of the outstanding shares of Preferred Stock.


                                       12

<PAGE>



               (12) At any annual or special  meeting of the  shareholders  held
          for any purpose,  including the purpose of electing Directors when the
          holders of the shares of  Preferred  Stock  shall be entitled to elect
          two (2) Directors,  the presence in person or by proxy of holders of a
          majority of the votes of the  outstanding  shares of  Preferred  Stock
          shall be required to  constitute a quorum of the holders of the shares
          of Preferred Stock.

               (13) At any meeting of  shareholders  at which the holders of the
          shares of Preferred Stock are required to vote by law or are permitted
          to vote by any articles of amendment to the Articles of Incorporation,
          each holder of Merger  Series shares shall have one vote for each such
          Merger Series share except the holders of $1.7375 Series shares, which
          shall  have 1/4 vote for each  such  $1.7375  Series  share,  and each
          holder of shares of each other  series of  Preferred  Stock shall have
          the number or  fraction  of votes set forth for each such share in the
          articles of amendment to the  Articles of  Incorporation  in which the
          terms of such series are determined, in each case standing in the name
          of such  holder on the books of the  Corporation  on the  record  date
          fixed for such purpose, or, if no record date is fixed, on the date on
          which such vote is taken.

               (14) The  holders  of  shares  of  Preferred  Stock  shall not be
          entitled  to  receive  notice  of any  meeting  at which  they are not
          entitled to vote.

          I. No  Preemptive  Rights.  No holder of Merger  Series shares as such
     shall have any  preemptive or  preferential  right to purchase or subscribe
     for any shares of stock or rights or options to purchase stock or any other
     securities  of  the  Corporation  of any  kind  whatsoever  whether  now or
     hereafter authorized.



                                       13

<PAGE>



     The Articles of Amendment to the Restated  Articles of  Incorporation  were
adopted by the Board of  Directors  without  action by the  shareholders.  These
Articles  of  Amendment  to the  Restated  Articles of  Incorporation  are to be
effective when filed by the Secretary of State.

                                          MIDAMERICAN ENERGY COMPANY



                                          /s/ P. J. LEIGHTON
                                          ----------------------------------
                                          P. J. Leighton, Vice President and
                                             Secretary



   MER-142
   06/22/95

                                       14

<PAGE>



                              ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           MIDAMERICAN ENERGY COMPANY

   TO THE SECRETARY OF STATE
   OF THE STATE OF IOWA:

     Pursuant to the  provisions  of Section  490.601,  and in  accordance  with
Section  490.602(4),  of the Iowa  Business  Corporation  Act,  the  undersigned
corporation   hereby  adopts  the   following   Articles  of  Amendment  to  the
corporation's Restated Articles of Incorporation.

     1. The name of the corporation is:

                           MidAmerican Energy Company

     2. As of December 13, 1995,  the Board of Directors of  MidAmerican  Energy
Company,  an  Iowa  corporation  ("Corporation"),  duly  adopted  the  following
Articles  of  Amendment  to  the  Restated  Articles  of  Incorporation  of  the
Corporation, cancelling the following Preferred Stock:

              Series                         Number of Shares Cancelled
              ------                         --------------------------
           $3.30 Series                                 7

     3. The total number of authorized Preferred Stock for the following Series,
is remaining after the cancellation:

              Series                         Number of Shares Remaining
              ------                         --------------------------
           $3.30 Series                            49,615

     The Articles of Amendment to the Restated  Articles of  Incorporation  were
adopted by the Board of  Directors  without  action by the  shareholders.  These
Articles  of  Amendment  to the  Restated  Articles of  Incorporation  are to be
effective when filed by the Secretary of State.

                                        MIDAMERICAN ENERGY COMPANY


                                        /s/ P. J. LEIGHTON
                                        ----------------------------------
                                        P. J. Leighton, Vice President and
                                           Secretary
   MER-145
   12/21/1995


<PAGE>



                             ARTICLES OF CORRECTION
                                       OF
                           MIDAMERICAN ENERGY COMPANY

   TO THE SECRETARY OF STATE
   OF THE STATE OF IOWA:

     Pursuant  to  section  124  of  the  Iowa  Business  Corporation  Act,  the
undersigned corporation adopts the following articles of correction.

     1. The name of the corporation is MidAmerican Energy Company.

     2. The  document  to be  corrected  is the  Articles  of  Amendment  to the
Restated Articles of Incorporation of MidAmerican Energy Company.

     3. The  document to be  corrected  was filed by the  secretary  of state on
December 28, 1995.

     4. The incorrect statements in the document to be corrected are as follows:

                    Series                   Number of Shares Cancelled
                    ------                   --------------------------
                 $3.30 Series                           7

                    Series                   Number of Shares Remaining
                    ------                   --------------------------
                 $3.30 Series                      49,615

                           
                                     
     5. The reason that the  document is incorrect is due to the fact that the 7
should have been 99 and the 49,615 should have been 49,523.

     6. The corrected statement is as follows:

                    Series                   Number of Shares Cancelled
                    ------                   --------------------------
                 $3.30 Series                          99

                    Series                   Number of Shares Remaining
                    ------                   --------------------------
                 $3.30 Series                      49,523


                                        MIDAMERICAN ENERGY COMPANY



                                        /s/ P. J. LEIGHTON
                                        ----------------------------------
                                        P. J. Leighton, Vice President and
                                           Corporate Secretary

   MER-145a
   01/18/1996


<PAGE>



                              ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           MIDAMERICAN ENERGY COMPANY

   TO THE SECRETARY OF STATE
   OF THE STATE OF IOWA:

     Pursuant to the  provisions  of Section  490.601,  and in  accordance  with
Section  490.602(4),  of the Iowa  Business  Corporation  Act,  the  undersigned
corporation   hereby  adopts  the   following   Articles  of  Amendment  to  the
corporation's Restated Articles of Incorporation.

     1. The name of the corporation is:

                    MidAmerican Energy Company

     2. As of April 23,  1996,  the Board of  Directors  of  MidAmerican  Energy
Company,  an  Iowa  corporation  ("Corporation"),  duly  adopted  the  following
Articles  of  Amendment  to  the  Restated  Articles  of  Incorporation  of  the
Corporation, cancelling the following Preferred Stock:

               Series                             Number of Shares Cancelled
               ------                             --------------------------
          $1.7375 Series                               350,000

     3. The total number of authorized Preferred Stock for the following Series,
is remaining after the cancellation:

               Series                              Number of Shares Remaining
               ------                              --------------------------

          $1.7375 Series                                2,050,000

     The Articles of Amendment to the Restated  Articles of  Incorporation  were
adopted by the Board of  Directors  without  action by the  shareholders.  These
Articles  of  Amendment  to the  Restated  Articles of  Incorporation  are to be
effective when filed by the Secretary of State.

                                        MIDAMERICAN ENERGY COMPANY


                                        /s/ P. J. LEIGHTON
                                        ----------------------------------
                                        P. J. Leighton, Vice President and
                                           Secretary
   MER-146.wpd
   04/23/1996


<PAGE>



                              ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           MIDAMERICAN ENERGY COMPANY

   TO THE SECRETARY OF STATE
   OF THE STATE OF IOWA:

     Pursuant to the  provisions  of Section  490.601,  and in  accordance  with
Section  490.602(4),  of the Iowa  Business  Corporation  Act,  the  undersigned
corporation   hereby  adopts  the   following   Articles  of  Amendment  to  the
corporation's Restated Articles of Incorporation.

     1. The name of the corporation is:

                           MidAmerican Energy Company

     2. As of July 24,  1996,  the  Board of  Directors  of  MidAmerican  Energy
Company,  an  Iowa  corporation  ("Corporation"),  duly  adopted  the  following
Articles  of  Amendment  to  the  Restated  Articles  of  Incorporation  of  the
Corporation, canceling the following Preferred Stock:

               Series                     Number of Shares Canceled
               ------                     -------------------------
          $1.7375 Series                          119,000

     3. The total number of authorized Preferred Stock for the following Series,
is remaining after the cancellation:

               Series                     Number of Shares Remaining
               ------                     --------------------------
          $1.7375 Series                        1,931,000
 
     The Articles of Amendment to the Restated  Articles of  Incorporation  were
adopted by the Board of  Directors  without  action by the  shareholders.  These
Articles  of  Amendment  to the  Restated  Articles of  Incorporation  are to be
effective when filed by the Secretary of State.

                                        MIDAMERICAN ENERGY COMPANY


                                        /s/ P. J. LEIGHTON
                                        ----------------------------------
                                        P. J. Leighton, Vice President and
                                           Secretary
   MER-147.wpd
   07/18/1996


<PAGE>



                              ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           MIDAMERICAN ENERGY COMPANY

   TO THE SECRETARY OF STATE
   OF THE STATE OF IOWA:

     Pursuant to the  provisions  of Section  490.601,  and in  accordance  with
Section  490.602(4),  of the Iowa  Business  Corporation  Act,  the  undersigned
corporation   hereby  adopts  the   following   Articles  of  Amendment  to  the
corporation's Restated Articles of Incorporation.

     1. The name of the corporation is:

                    MidAmerican Energy Company

     2. As of October 30, 1996,  the Board of Directors  of  MidAmerican  Energy
Company,  an  Iowa  corporation  ("Corporation"),  duly  adopted  the  following
Articles  of  Amendment  to  the  Restated  Articles  of  Incorporation  of  the
Corporation, canceling the following Preferred Stock:

               Series                      Number of Shares Canceled
               ------                      -------------------------
          $1.7375 Series                          43,000

     3. The total number of authorized Preferred Stock for the following Series,
is remaining after the cancellation:

               Series                      Number of Shares Remaining
               ------                      --------------------------
          $1.7375 Series                       1,888,000

     The Articles of Amendment to the Restated  Articles of  Incorporation  were
adopted by the Board of  Directors  without  action by the  shareholders.  These
Articles  of  Amendment  to the  Restated  Articles of  Incorporation  are to be
effective when filed by the Secretary of State.

                                          MIDAMERICAN ENERGY COMPANY


                                          /s/ P. J. LEIGHTON
                                          ----------------------------------
                                          P. J. Leighton, Vice President and
                                             Corporate Secretary
   MER-148.wpd
   10/11/1996


<PAGE>


                              ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           MIDAMERICAN ENERGY COMPANY

   TO THE SECRETARY OF STATE
   OF THE STATE OF IOWA:

     Pursuant to the  provisions  of Section  490.601,  and in  accordance  with
Section  490.602(4),  of the Iowa  Business  Corporation  Act,  the  undersigned
corporation   hereby  adopts  the   following   Articles  of  Amendment  to  the
corporation's Restated Articles of Incorporation.

     1. The name of the corporation is:

                    MidAmerican Energy Company

     2. On January  22,  1997,  the Board of  Directors  of  MidAmerican  Energy
Company,  an  Iowa  corporation  ("Corporation"),  duly  adopted  the  following
Articles  of  Amendment  to  the  Restated  Articles  of  Incorporation  of  the
Corporation,   canceling  the  following   series  of  Preferred  Stock  of  the
Corporation in its entirety:

               Series                         Number of Shares Canceled
               ------                         -------------------------
           $1.7375 Series                           1,888,0000

                           

                                               
     3. The total number of authorized Preferred Stock for the following Series,
is remaining after the cancellation:

               Series                            Number of Shares Remaining
               ------                            --------------------------
          $1.7375 Series                                     0

     The Articles of Amendment to the Restated  Articles of  Incorporation  were
adopted by the Board of  Directors  without  action by the  shareholders.  These
Articles  of  Amendment  to the  Restated  Articles of  Incorporation  are to be
effective when filed by the Secretary of State.

                                        MIDAMERICAN ENERGY COMPANY


                                        /s/  P. J. LEIGHTON
                                        ----------------------------------
                                        P. J. Leighton, Vice President and
                                           Corporate Secretary
   MER-149.wpd
   01.30.97
<PAGE>

                             ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           MIDAMERICAN ENERGY COMPANY

TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:

     Pursuant to the  provisions  of Section  490.601,  and in  accordance  with
Section  490.602(4),  of the Iowa  Business  Corporation  Act,  the  undersigned
corporation   hereby  adopts  the   following   Articles  of  Amendment  to  the
corporation's Restated Articles of Incorporation.

     1. The name of the corporation is:

                           MidAmerican Energy Company

     2. Article VA of the Restated  Articles of  Incorporation,  as amended,  is
hereby  amended by deleting  the second  sentence  thereof in its  entirety  and
substituting the following sentence therefor:

          The  number  of  directors  of the  Corporation  shall be fixed by the
          Bylaws  but  shall  be no less  than  three  (3) and no  greater  than
          twenty-two  (22),  and such number may be increased or decreased  from
          time to time in accordance with the Bylaws, but no decrease shall have
          the effect of shortening the term of any incumbent director.

     3. The date of adoption of the amendment was April 17, 1997.

     4A. The amendment was approved by the shareholders. The designation, number
of outstanding shares,  number of votes entitled to be cast by each voting group
entitled to vote  separately on the  amendment,  and the number of votes of each
voting group indisputably represented is as follows:

                                          Votes Entitled
     Designation          Shares           To Be Cast               Votes
      of Group          Outstanding        On Amendment          Represented
     -----------        -----------       --------------         -----------

     Common Stock       100,751,713         100,751,713          100,751,713




<PAGE>


     4B. The total number of undisputed votes cast for and against the amendment
by each  voting  group  entitled  to vote  separately  on the  amendment  are as
follows:

     Voting Group               Votes For                   Votes Against
     ------------              -----------                  -------------

     Common Stock              100,751,713                        0

     The  number  of votes  cast for the  amendment  by each  voting  group  was
sufficient for approval by that voting group.

     These Articles of Amendment to the Restated Articles of  Incorporation,  as
amended, are to be effective when filed by the Secretary of State.

                                            MIDAMERICAN ENERGY COMPANY


                                             /s/  P. J. Leighton
                                            -----------------------------------
                                            P. J. Leighton, Vice President and
                                              Corporate Secretary

AMD41797

<PAGE>
                              ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           MIDAMERICAN ENERGY COMPANY

TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:

     Pursuant to the  provisions  of Section  490.601,  and in  accordance  with
Section  490.602(4),  of the Iowa  Business  Corporation  Act,  the  undersigned
corporation   hereby  adopts  the   following   Articles  of  Amendment  to  the
corporation's Restated Articles of Incorporation.

     1.   The name of the corporation is:

                           MidAmerican Energy Company

     2. On May 8, 1997, the Board of Directors of MidAmerican Energy Company, an
Iowa  corporation  ("Corporation"),  duly  adopted  the  following  Articles  of
Amendment  to  the  Restated  Articles  of  Incorporation  of  the  Corporation,
canceling  the following  series of Preferred  Stock of the  Corporation  in its
entirety:

             Series                          Number of Shares Canceled
          ------------                       -------------------------
          $3.30 Series                                 33
          $4.35 Series                                  5

     3. The total number of authorized Preferred Stock for the following Series,
is remaining after the cancellation:

             Series                          Number of Shares Remaining
          ------------                       --------------------------
          $3.30 Series                             49,490
          $4.35 Series                             49,945


     The Articles of Amendment to the Restated  Articles of  Incorporation  were
adopted by the Board of  Directors  without  action by the  shareholders.  These
Articles  of  Amendment  to the  Restated  Articles of  Incorporation  are to be
effective when filed by the Secretary of State.

                                            MIDAMERICAN ENERGY COMPANY

                                             /s/ P. J. Leighton
                                            -----------------------------------
                                            P. J. Leighton, Vice President and
                                              Corporate Secretary
MER-150.wpd
05.08.97


<PAGE>


                              ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           MIDAMERICAN ENERGY COMPANY

TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:

     Pursuant to the  provisions  of Section  490.601,  and in  accordance  with
Section  490.602(4),  of the Iowa  Business  Corporation  Act,  the  undersigned
corporation   hereby  adopts  the   following   Articles  of  Amendment  to  the
corporation's Restated Articles of Incorporation.

     1. The name of the corporation is:

                           MidAmerican Energy Company

     2. On August 7, 1997, the Board of Directors of MidAmerican Energy Company,
an Iowa  corporation  ("Corporation"),  duly adopted the  following  Articles of
Amendment to the  Restated  Articles of  Incorporation  of the  Corporation,  as
amended, canceling the following series of Preferred Stock of the Corporation in
its entirety:

          Series                              Number of Shares Canceled
       ------------                           -------------------------
       $3.30 Series                                         5

     3. The total number of authorized Preferred Stock for the following Series,
is remaining after the cancellation:

        Series                               Number of Shares Remaining
     ------------                            --------------------------
     $3.30 Series                                      49,485


     The Articles of Amendment to the Restated  Articles of  Incorporation  were
adopted by the Board of  Directors  without  action by the  shareholders.  These
Articles  of  Amendment  to the  Restated  Articles of  Incorporation  are to be
effective when filed by the Secretary of State.

                                            MIDAMERICAN ENERGY COMPANY


                                             /s/ P. J. Leighton
                                            -----------------------------------
                                            P. J. Leighton, Vice President and
                                              Corporate Secretary
AMD8797


<PAGE>
                             ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           MIDAMERICAN ENERGY COMPANY

TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:

     Pursuant to the  provisions  of Section  490.601,  and in  accordance  with
Section  490.602(4),  of the Iowa  Business  Corporation  Act,  the  undersigned
corporation   hereby  adopts  the   following   Articles  of  Amendment  to  the
corporation's Restated Articles of Incorporation.

     1. The name of the corporation is:

                           MidAmerican Energy Company

     2. On October  27,  1997,  the Board of  Directors  of  MidAmerican  Energy
Company,  an  Iowa  corporation  ("Corporation"),  duly  adopted  the  following
Articles  of  Amendment  to  the  Restated  Articles  of  Incorporation  of  the
Corporation,  as amended,  canceling the following  series of Preferred Stock of
the Corporation in its entirety:

             Series                       Number of Shares Canceled    
          -----------                     -------------------------
          $3.75 Series                                 10

     3. The total number of authorized Preferred Stock for the following Series,
is remaining after the cancellation:

             Series                       Number of Shares Remaining
          ------------                    --------------------------
          $3.75 Series                             38,310
                                      

                                                 
     The Articles of Amendment to the Restated  Articles of  Incorporation  were
adopted by the Board of  Directors  without  action by the  shareholders.  These
Articles  of  Amendment  to the  Restated  Articles of  Incorporation  are to be
effective when filed by the Secretary of State.

                                            MIDAMERICAN ENERGY COMPANY


                                             /s/ P. J. Leighton
                                            -----------------------------------
                                            P. J. Leighton, Vice President and
                                              Corporate Secretary
AMD1097


<PAGE>


                             ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           MIDAMERICAN ENERGY COMPANY

TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:

     Pursuant to the  provisions  of Section  490.601,  and in  accordance  with
Section  490.602(4),  of the Iowa  Business  Corporation  Act,  the  undersigned
corporation   hereby  adopts  the   following   Articles  of  Amendment  to  the
corporation's Restated Articles of Incorporation.

     1. The name of the corporation is:

                           MidAmerican Energy Company

     2. On  November  7, 1997,  the Board of  Directors  of  MidAmerican  Energy
Company,  an  Iowa  corporation  ("Corporation"),  duly  adopted  the  following
Articles  of  Amendment  to  the  Restated  Articles  of  Incorporation  of  the
Corporation,  as amended,  canceling the following  series of Preferred Stock of
the Corporation in its entirety:

             Series                          Number of Shares Canceled
          ------------                       -------------------------
          $3.30 Series                                  3

     3. The total number of authorized Preferred Stock for the following Series,
is remaining after the cancellation:

             Series                          Number of Shares Remaining
          ------------                       --------------------------
          $3.30 Series                               49,482

     The Articles of Amendment to the Restated  Articles of  Incorporation  were
adopted by the Board of  Directors  without  action by the  shareholders.  These
Articles  of  Amendment  to the  Restated  Articles of  Incorporation  are to be
effective when filed by the Secretary of State.

                                            MIDAMERICAN ENERGY COMPANY


                                             /s/  P. J. Leighton
                                            -----------------------------------
                                            P. J. Leighton, Vice President and
                                              Corporate Secretary
AMD1197


<PAGE>
                              ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           MIDAMERICAN ENERGY COMPANY

TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:

     Pursuant to the  provisions  of Section  490.601,  and in  accordance  with
Section  490.602(4),  of the Iowa  Business  Corporation  Act,  the  undersigned
corporation   hereby  adopts  the   following   Articles  of  Amendment  to  the
corporation's Restated Articles of Incorporation.

     1. The name of the corporation is:

                           MidAmerican Energy Company

     2. On December 22,  1997,  the Board of  Directors  of  MidAmerican  Energy
Company,  an  Iowa  corporation  ("Corporation"),  duly  adopted  the  following
Articles  of  Amendment  to  the  Restated  Articles  of  Incorporation  of  the
Corporation,  as amended,  canceling the following  series of Preferred Stock of
the Corporation in its entirety:

          Series                                Number of Shares Canceled
          ------                                -------------------------
       $3.30 Series                                          1
 
     3. The total number of authorized Preferred Stock for the following Series,
is remaining after the cancellation:

         Series                                 Number of Shares Remaining
         ------                                 --------------------------

      $3.30 Series                                      49,481

                                             
     The Articles of Amendment to the Restated  Articles of  Incorporation  were
adopted by the Board of  Directors  without  action by the  shareholders.  These
Articles  of  Amendment  to the  Restated  Articles of  Incorporation  are to be
effective when filed by the Secretary of State.

                                            MIDAMERICAN ENERGY COMPANY


                                             /s/  P. J. Leighton
                                            -----------------------------------
                                            P. J. Leighton, Vice President and
                                               Corporate Secretary
AMD1297

<PAGE>


                              ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           MIDAMERICAN ENERGY COMPANY

TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:

     Pursuant to the  provisions  of Section  490.601,  and in  accordance  with
Section  490.602(4),  of the Iowa  Business  Corporation  Act,  the  undersigned
corporation   hereby  adopts  the   following   Articles  of  Amendment  to  the
corporation's Restated Articles of Incorporation.

1.   The name of the corporation is:

                           MidAmerican Energy Company

2.   On April 27, 1998, the Board of Directors of MidAmerican Energy Company,
an Iowa  corporation  ("Corporation"),  duly adopted the  following  Articles of
Amendment to the  Restated  Articles of  Incorporation  of the  Corporation,  as
amended, canceling the following series of Preferred Stock of the Corporation in
its entirety:

              Series                         Number of Shares Canceled
              ------                         -------------------------
           $3.30 Series                                 4
           $3.75 Series                                 5
           $4.20 Series                                 7
                        
3.   The total number of authorized Preferred Stock for the following Series,
is remaining after the cancellation:

              Series                         Number of Shares Remaining
              ------                         --------------------------
           $3.30 Series                               49,467
           $3.75 Series                               38,305
           $4.20 Series                               47,362

     The Articles of Amendment to the Restated  Articles of  Incorporation  were
adopted by the Board of  Directors  without  action by the  shareholders.  These
Articles  of  Amendment  to the  Restated  Articles of  Incorporation  are to be
effective when filed by the Secretary of State.

                                             MIDAMERICAN ENERGY COMPANY

                                             /s/ P. J. Leighton
                                             -----------------------------------
                                             P. J. Leighton, Vice President and
                                                Corporate Secretary
AMD0498