<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K
(Mark One)

/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     [Fee Required]

For the fiscal year ended ____December 31, 1995____

                                       or

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     [No Fee Required]

For the transition period from _______________________ to ______________________

Commission file number ____1-11505____

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

                    IOWA                                       42-1425214
        ---------------------------------                  -------------------
          (State or other jurisdiction                      (I.R.S. Employer
        of incorporation or organization)                  Identification No.)

    666 Grand Ave., P.O. Box 657, Des Moines, Iowa                   50303
    ----------------------------------------------                 ----------
      (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code              515-242-4300

Securities registered pursuant to Section 12(b) of the
                         Act:
                                                          Name of each exchange
                 Title of each class                       on which registered
---------------------------------------------           -----------------------
COMMON STOCK, NO PAR VALUE                              NEW YORK STOCK EXCHANGE
PREFERRED STOCK, $1.7375 SERIES, NO PAR VALUE           NEW YORK STOCK EXCHANGE

Securities registered pursuant to Section 12(g) of the Act:

                  PREFERRED STOCK, $3.30 SERIES, NO PAR VALUE
                  PREFERRED STOCK, $3.75 SERIES, NO PAR VALUE
                  PREFERRED STOCK, $3.90 SERIES, NO PAR VALUE
                  PREFERRED STOCK, $4.20 SERIES, NO PAR VALUE
                  PREFERRED STOCK, $4.35 SERIES, NO PAR VALUE
                  PREFERRED STOCK, $4.40 SERIES, NO PAR VALUE
                  PREFERRED STOCK, $4.80 SERIES, NO PAR VALUE
                  PREFERRED STOCK, $5.25 SERIES, NO PAR VALUE
                  PREFERRED STOCK, $7.80 SERIES, NO PAR VALUE
--------------------------------------------------------------------------------
                              Title of each class


<PAGE>

    Indicate  by check  mark whether  the registrant  (1) has  filed all reports
required to be filed by  Section 13 or 15(d) of  the Securities Exchange Act  of
1934  during  the preceding  12  months (or  for  such shorter  period  that the
registrant was required to file such reports), and (2) has been subject to  such
filing requirements for the past 90 days.  Yes _X*_  No ___

    Indicate  by check mark if disclosure  of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge, in definitive  proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K /X/.

    The  aggregate market  value of voting  stock held by  non-affiliates of the
registrant was $1,824,198,890 as of  February 26, 1996, when 100,751,713  shares
of common stock, without par value, were outstanding.


                      DOCUMENTS INCORPORATED BY REFERENCE:

    Portions  of  the  Company's  Annual  Report  to  Shareholders  for  1995 is
incorporated by reference in Parts I and  II hereof. A portion of the  Company's
Proxy  Statement  relating  to  its  1996  Annual  Meeting  of  Shareholders  is
incorporated by reference in Part III hereof.

*MidAmerican Energy  Company  ("MidAmerican")  is the  successor  by  merger  of
 Midwest  Resources  Inc.  ("Midwest  Resources"),  Midwest  Power  Systems Inc.
 ("Midwest Power") and Iowa-Illinois Gas and Electric Company  ("Iowa-Illinois")
 with  and into MidAmerican. The effective date  of the merger was July 1, 1995,
 and prior to  such effective  date, MidAmerican  had no  assets or  operations.
 Prior  to such  effective date,  each of  Iowa-Illinois, Midwest  Resources and
 Midwest Power was subject  to the requirements  of Section 13  or 15(d) of  the
 Securities  Exchange Act of 1934, as  amended ("Exchange Act"), and accordingly
 filed in a timely manner all reports required to be filed pursuant to  Sections
 13 or 15(d) of the Exchange Act during the preceding 12 months.

                                       2



<PAGE>
                           MIDAMERICAN ENERGY COMPANY

                         1995 FORM 10--K ANNUAL REPORT

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               -----
<S>        <C>                                                                                              <C>
                                                        PART I
Item 1     Business
             General Development of Business..............................................................           4
             Financial Information About Industry Segments................................................           4
             Narrative Description of Business............................................................           4
               General....................................................................................           4
               Rate Matters...............................................................................           6
               Electric Operations........................................................................           7
               Natural Gas Operations.....................................................................           9
               Construction Program.......................................................................          10
               General Utility Regulation.................................................................          10
               Nuclear Regulation.........................................................................          11
               Environmental Regulations..................................................................          12
               InterCoast Energy Company..................................................................          13
               Midwest Capital Group......................................................................          14
Item 2     Properties.....................................................................................          15
Item 3     Legal Proceedings..............................................................................          17
Item 4     Submission of Matters to a Vote of Security Holders............................................          17

<CAPTION>

Other Information
<S>        <C>                                                                                              <C>
           Executive Officers of the Registrant...........................................................          18
           Business Transaction Policy Statement..........................................................          18
<CAPTION>

                                                        PART II
<S>        <C>                                                                                              <C>
Item 5     Market for the Registrant's Common Equity and Related Stockholder Matters......................          19
Item 6     Selected Financial Data........................................................................          19
Item 7     Management's Discussion and Analysis of Financial Condition and Results of Operations..........          20
Item 8     Financial Statements and Supplementary Data....................................................          20
Item 9     Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure......................................................................          20
<CAPTION>

                                                       PART III
<S>        <C>                                                                                              <C>
Item 10    Directors and Executive Officers of the Registrant.............................................          20
Item 11    Executive Compensation.........................................................................          20
Item 12..  Security Ownership of Certain Beneficial Owners and Management.................................          20
Item 13    Certain Relationships and Related Transactions.................................................          20
<CAPTION>

                                                        PART IV
<S>        <C>                                                                                              <C>
Item 14    Exhibits, Financial Statement Schedules, and Reports on Form 8-K...............................          21

Signatures................................................................................................          26
Exhibits Index............................................................................................          29
</TABLE>

                                       3

<PAGE>
                                     PART I

ITEM 1.  BUSINESS
(A)  GENERAL DEVELOPMENT OF BUSINESS

    MidAmerican   Energy  Company   (MidAmerican  or   the  Company),   an  Iowa
corporation, was formed on July 1, 1995, through the merger of Iowa-Illinois Gas
and Electric Company (Iowa-Illinois), Midwest Resources Inc. (Midwest Resources)
and Midwest Power  Systems Inc.  (Midwest). The merger  was accounted  for as  a
pooling-of-interests.  MidAmerican  is  primarily  engaged  in  the  business of
generating,  transmitting,  distributing   and  selling   electric  energy   and
distributing,  selling and transporting natural gas.  The Company has two wholly
owned subsidiaries: InterCoast Energy  Company (InterCoast) and Midwest  Capital
Group, Inc. (Midwest Capital). InterCoast engages in nonregulated energy-related
businesses.  Midwest  Capital conducts  economic  development activities  in the
Company's service territory. Prior to  the merger, Iowa-Illinois was engaged  in
business  activities similar  to those of  MidAmerican. InterCoast  was a wholly
owned subsidiary  of  Iowa-Illinois.  Midwest Resources  was  an  exempt  public
utility  holding company with two wholly owned subsidiaries: Midwest and Midwest
Capital.  Midwest  was  engaged  in  utility  activities  similar  to  those  of
MidAmerican and Midwest Capital was engaged in nonregulated business activities.

    In  January 1996, the Company's board of directors approved an Agreement and
Plan of Exchange related to the formation of MidAmerican Energy Holdings Company
(Holdings),  a  holding   company.  Holdings  will   have  three  wholly   owned
subsidiaries,  MidAmerican (utility operations), Midwest Capital and InterCoast.
Consummation of the holding company structure is subject to approval by  holders
of  a  majority of  the outstanding  shares  of the  Company's common  stock. In
addition, certain orders must be received from the Illinois Commerce  Commission
(ICC),  the Iowa Utilities Board (IUB), the Federal Energy Regulatory Commission
(FERC) and the Nuclear  Regulatory Commission (NRC). Subject  to the receipt  of
such  orders, each share of  MidAmerican common stock will  be exchanged for one
share of  Holdings common  stock. It  is management's  intent, if  possible,  to
complete  the formation of the holding company  and share exchange by the end of
1996.

(B)  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

    Financial information  on the  Company's segments  of business  is  included
under  the Note "Segment Information" on page  35 of the Company's Annual Report
to Shareholders for 1995, which page is incorporated herein by reference.

(C)  NARRATIVE DESCRIPTION OF BUSINESS

GENERAL

    The Company distributes electric energy in Council Bluffs, Des Moines,  Fort
Dodge,  Iowa City, Sioux City and Waterloo, Iowa, the Quad-Cities (Davenport and
Bettendorf, Iowa and Rock Island, Moline and East Moline, Illinois) and a number
of adjacent communities and areas.

    The Company distributes natural gas in Cedar Rapids, Des Moines, Fort Dodge,
Iowa City, Sioux City  and Waterloo, Iowa; the  Quad-Cities; Sioux Falls,  South
Dakota; and a number of adjacent communities and areas.

                                        4

<PAGE>

    MidAmerican's  electric and  gas operations are  conducted under franchises,
certificates, permits and  licenses obtained from  state and local  authorities.
The franchises, with various expiration dates, are typically for  25-year terms.

    The  population of the Company's  utility service territory is approximately
1.7 million. As of  December 31, 1995, the  Company had 635,000 retail  electric
customers and 601,000 natural gas customers.

    The  Company  has a  residential,  agricultural, commercial  and diversified
industrial customer group, in which no single industry or customer accounted for
more than 3.5% (food and kindred products industry) of the Company's total  1995
electric operating revenues or 3.6% (food and kindred products  industry) of its
total 1995  gas operating margin.  Among the primary  industries served  by  the
Company  are those which are concerned  with  the manufacturing,  processing and
fabrication of  primary metals, real estate, food products, farm  and other non-
electrical machinery, and cement and gypsum products.

    For  the year ended December 31, 1995, the Company derived approximately 64%
of its gross operating revenues from its electric business and 27% from its  gas
business. For 1994 and 1993, the corresponding percentages were 60% electric and
29% gas, and 60% electric and 32% gas, respectively.

    Historical  electric sales by customer class  as a percent of total electric
sales and retail electric sales data by state as a percent of total retail sales
are shown below:

                              TOTAL ELECTRIC SALES
                               BY CUSTOMER CLASS

<TABLE>
<CAPTION>
                                                                  1995         1994         1993
                                                               -----------  -----------  -----------
<S>                                                            <C>          <C>          <C>
Residential..................................................       23.2%        24.7%        22.7%
Small General Service........................................       19.1         22.3         19.9
Large General Service........................................       26.1         28.0         24.5
Other........................................................        4.7          5.2          4.7
Sales for Resale.............................................       26.9         19.8         28.2
                                                                   -----        -----        -----
    Total....................................................      100.0%       100.0%       100.0%
                                                                   -----        -----        -----
                                                                   -----        -----        -----
</TABLE>

                             RETAIL ELECTRIC SALES
                                    BY STATE

<TABLE>
<CAPTION>
                                                                  1995         1994         1993
                                                               -----------  -----------  -----------
<S>                                                            <C>          <C>          <C>
Iowa.........................................................       89.5%        88.6%        88.7%
Illinois.....................................................        9.9         10.9         10.9
South Dakota.................................................        0.6          0.5          0.4
                                                                   -----        -----        -----
    Total....................................................      100.0%       100.0%       100.0%
                                                                   -----        -----        -----
                                                                   -----        -----        -----
</TABLE>


                                       5
<PAGE>


    Historical gas sales, excluding transportation throughput, by customer class
as a percent of total gas  sales and by state as  a percent of total retail  gas
sales are shown below:

                                TOTAL GAS SALES
                               BY CUSTOMER CLASS

<TABLE>
<CAPTION>
                                                                  1995         1994         1993
                                                               -----------  -----------  -----------
<S>                                                            <C>          <C>          <C>
Residential..................................................       57.3%        55.3%        55.6%
Small General Service........................................       32.9         33.0         31.6
Large General Service........................................        6.2          8.4          8.9
Sales for Resale and Other...................................        3.6          3.3          3.9
                                                                   -----        -----        -----
    Total....................................................      100.0%       100.0%       100.0%
                                                                   -----        -----        -----
                                                                   -----        -----        -----
</TABLE>

                                RETAIL GAS SALES
                                    BY STATE

<TABLE>
<CAPTION>
                                                                  1995         1994         1993
                                                               -----------  -----------  -----------
<S>                                                            <C>          <C>          <C>
Iowa.........................................................       78.0%        76.6%        74.5%
Illinois.....................................................       10.7         11.9         11.4
South Dakota.................................................       10.6         10.8          5.4
Other........................................................        0.7          0.7          8.7
                                                                   -----        -----        -----
    Total....................................................      100.0%       100.0%       100.0%
                                                                   -----        -----        -----
                                                                   -----        -----        -----
</TABLE>

    There  are seasonal variations in the  Company's electric and gas businesses
which are principally  related to  the use of  energy for  air conditioning  and
heating.  In 1995, 40.3% of the Company's electric revenues were reported in the
months of June, July,  August and September, reflecting  the use of  electricity
for cooling, and 50.3% of the Company's gas revenues were reported in the months
of January, February, March and December, reflecting the use of gas for heating.

    At  December 31, 1995,  the Company had 3,602  full-time employees, of which
3,331 were employed in utility operations and 271 were employed by the Company's
nonregulated subsidiaries.

    InterCoast and its  subsidiaries manage the  nonregulated businesses of  the
Company.  The nonregulated businesses include  oil and gas production, financial
investments,  leasing  activities,  energy  services  and  railcar  leasing  and
management.

    Midwest   Capital  and  its  subsidiaries   manage  the  Company's  economic
development investments. The economic development investments are primarily real
estate.

RATE MATTERS

    Under Iowa law, temporary collection of  higher rates can begin (subject  to
refund)  90 days after filing with the IUB for that portion of such higher rates
approved by the IUB based on prior ratemaking principles and a rate of return on
common equity  previously approved.  If the  IUB has  not issued  a final  order
within ten months after the filing date, the temporary rates cease to be subject
to  refund and any balance of the  requested rate increase may then be collected
subject to  refund. Exceptions  to the  ten month  limitation are  provided  for
extensions  due

                                      6

<PAGE>

to a utility's  lack of due  diligence in the rate  proceeding, judicial appeals
and situations involving new generating units being placed in service.

    Under  Illinois law, new rates may be put into effect by the Company 45 days
after filing with  the ICC,  or on  such earlier date  as the  ICC may  approve,
subject  to the power of the ICC to  suspend the proposed new rates for a period
not to exceed eleven months after filing, pending a hearing.

    South Dakota law  authorizes the  South Dakota  Public Utilities  Commission
(SDPUC)  to suspend new rates  for up to six months  during the pendency of rate
proceedings; however, the rates are permitted to be implemented after six months
subject to refund pending a final order in the proceeding.

    Additional information on the Company's current rate proceedings is included
under the Note  "Rate Matters"  on page  34 of  the Company's  Annual Report  to
Shareholders for 1995, which page is incorporated herein by reference.

    In  April 1992, the FERC issued Order  No. 636, directing a restructuring by
interstate pipeline companies  for their  natural gas  sales and  transportation
services.  The FERC Order contemplated  that transitional gas supply realignment
costs related to  this restructuring may  be billed by  interstate pipelines  to
their customers. At December 31, 1995, a regulatory asset of $40.8 million, with
an  offsetting non-current Other Liability, had  been recorded. In addition, the
Company estimates  it may  incur other  future billings  of approximately  $15.8
million  related to such restructuring. The Company is currently recovering such
costs through rates.

    The Company has established  an external trust for  the investment of  funds
collected  for  nuclear  decommissioning  associated  with  Quad-Cities  Nuclear
Station (Quad-Cities Station) of which the Company is a 25% owner. The owner and
operator of Cooper Nuclear  Station (Cooper), from  which the Company  purchases
50% of the output pursuant to a long-term agreement, maintains a decommissioning
fund  into which  the Company  makes contributions as  a component  of its power
purchase payments. Electric tariffs  in effect for  1995 include provisions  for
annual  decommissioning costs at Quad-Cities Station and Cooper of approximately
$17.5 million.  In  Illinois,  nuclear decommissioning  costs  are  included  in
customer  billings through a mechanism that permits annual adjustments. In Iowa,
such costs are reflected in base rates.

    The Company's  Iowa  electric  tariffs contain  a  Uniform  Electric  Energy
Adjustment Clause under which the Company's billings reflect changes in the cost
of  all fuels used  for electric generation,  including nuclear fuel disposition
costs, as well as  the net effect of  energy transactions (other than  capacity)
with other utilities. Changes in the cost of gas to the Company are reflected in
its Iowa gas rates through the Iowa Uniform Purchased Gas Adjustment Clause.

    Under  Illinois electric tariffs, the  Company's Fuel Cost Adjustment Clause
reflects changes  in  the  cost  of all  fuels  used  for  electric  generation,
including  allowable fuel  transportation costs, nuclear  fuel disposition costs
and the  effects of  energy transactions  (other than  capacity and  margins  on
interchange  sales) with  other utilities.  Changes in  the cost  of gas  to the
Company are reflected  in its Illinois  gas rates through  the Illinois  Uniform
Purchased Gas Adjustment Clause.

ELECTRIC OPERATIONS

    The  annual  hourly  peak  demand  occurs principally  as  a  result  of air
conditioning use during  the cooling season.  MidAmerican's highest hourly  peak
demand in 1995 was 3,553 megawatts (MW), which was 269 MW more than the combined
hourly peak of the predecessor companies.

                                       7

<PAGE>

    MidAmerican  is interconnected  with certain Iowa  and neighboring utilities
and is one of 29 utilities involved in an electric power pooling agreement known
as the  Mid-Continent  Area  Power  Pool  (MAPP). The  purpose  of  MAPP  is  to
coordinate   the  planning,   construction  and  operation   of  generation  and
transmission facilities, including  the purchase  and sale of  power and  energy
among members.

    In  October 1992, the National Energy Policy Act (NEPA) was signed into law.
NEPA allows all electric  generators, whether subject  to utility regulation  or
not,  to transport wholesale power across utilities' transmission facilities and
is intended to promote  competition in the wholesale  electric market. The  FERC
has  also developed, and is in the  process of developing, policies to encourage
open-access  to  utilities'  transmission  facilities.  These  policies  include
pricing,  good  faith  requests  and  responses  for  transmission  services and
recovery of stranded costs  by public and  transmitting utilities. In  addition,
the   IUB  has  initiated  a   formal  inquiry  proceeding  entitled:  "Emerging
Competition in the Electric Utility  Industry." The Company is participating  in
these  various  proceedings, as  appropriate,  in an  attempt  to assist  in the
development of public policy in these  areas. The Company has and will  continue
to evaluate the impact on MidAmerican of policy decisions that result from these
proceedings.  Additional  information  on  anticipated  changes  in  the utility
industry is  included  in  the  "Operating  Activities"  section  of  Management
Discussion  and Analysis of Financial Condition and Results of Operations (MD&A)
on pages 18 and 19 of the Company's Annual Report to Shareholders for 1995 which
pages are incorporated herein by reference.

    The Company's  accredited  1995 summer  net  generating capacity  was  4,384
megawatts. The net generating capacity at any time may be less due to regulatory
restrictions,  fuel restrictions and  generating units being  temporarily out of
service for inspection, maintenance, refueling or modifications.

    FUEL SUPPLY FOR ELECTRIC OPERATIONS

    The Company's sources of fuel for  electric generation have been as  follows
for the periods shown:

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                                               -------------------------------------
                                                                  1995         1994         1993
                                                               -----------  -----------  -----------
<S>                                                            <C>          <C>          <C>
Fuel Source:
  Coal.......................................................       77.6%        83.4%        77.8%
  Nuclear....................................................       21.6         15.7         21.5
  Gas........................................................        0.7          0.7          0.7
  Oil........................................................        0.1          0.2        --
                                                                   -----        -----        -----
    Total....................................................      100.0%       100.0%       100.0%
                                                                   -----        -----        -----
                                                                   -----        -----        -----
</TABLE>


    The  average costs of fuels  received (including transportation and handling
costs) in cents per million BTU's consumed have been as follows for the  periods
shown:

<TABLE>
<CAPTION>
                                                                  YEAR ENDED DECEMBER 31,
                                                           -------------------------------------
                                                              1995         1994         1993
                                                           -----------  -----------  -----------
<S>                                                        <C>          <C>          <C>
Fuel Source:
  Nuclear................................................      44.19        47.08        47.72
  Coal...................................................      95.14        95.90        97.12
  Gas....................................................     226.92       297.08       303.21
  Oil....................................................     422.80       422.13       438.68

Total Weighted Average...................................      90.21        90.96        88.99
</TABLE>


                                        8

<PAGE>

    The average cost of coal received (including transportation) per ton for the
years 1995, 1994 and 1993 has been $15.61, $15.67 and $15.91, respectively.

    MidAmerican  has contracts with rail shippers  providing for the delivery of
coal to its generating stations. In  addition, the Company has used spot  market
purchases  of coal to effectively manage  inventory levels and take advantage of
near-term coal market opportunities.  The Company is  continuing to satisfy  its
coal requirements with a combination of contract and spot purchases. The Company
believes  its sources of coal for  its fossil-fueled generating stations are and
will continue to be satisfactory. Renewal of expiring contracts and negotiations
of new agreements will be pursued as required. Natural gas and oil are used  for
peak  demand electric  generation and  for standby  purposes. These  sources are
presently in adequate supply and available to meet the Company's needs.

    The Company is  a 25% joint  owner of Quad-Cities  Station. The Company  has
been  advised by  Commonwealth Edison (ComEd),  the joint owner  and operator of
Quad-Cities Station, that the  majority of its  uranium concentrate and  uranium
conversion  requirements  for  Quad-Cities Station  for  1996 can  be  met under
existing supplies or  commitments. ComEd  foresees no problem  in obtaining  the
remaining  requirements  now  or obtaining  future  requirements.  ComEd further
advises that  all enrichment  requirements have  been contracted  through  1999.
Commitments for fuel fabrication have been obtained at least through 2000. ComEd
does  not anticipate that it will have any difficulty in contracting for uranium
concentrates for conversion, enrichment or fabrication of nuclear fuel needed to
operate Quad-Cities Station.

    The Company purchases one-half of the  power and energy of Cooper through  a
long-term  power purchase contract  with Nebraska Public  Power District (NPPD).
Approximately 30% of the fuel  in the core at Cooper  must be replaced every  18
months.  The next refueling  cycle is currently  scheduled to begin  in March of
1997. NPPD has informed the Company that it either has sufficient materials  and
services  available  to  meet  foreseeable  Cooper  requirements  or  that  such
materials and services are readily available from suppliers.

     Under the Nuclear Waste Policy Act of 1982 (NWPA), the Department of Energy
(DOE)  is responsible for the selection and development of repositories for, and
the permanent disposal of, spent nuclear fuel and high-level radioactive wastes.
ComEd and NPPD, as required  by the  NWPA, have signed  a contract with the  DOE
to provide  for the disposal of spent nuclear  fuel  and high-level  radioactive
waste beginning  not later  than January 1998. The DOE has stated, however, that
the delivery schedule for spent nuclear fuel may be delayed,  and it is expected
that  it will  be significantly  delayed. The  costs  incurred  by the  DOE  for
disposal activities will be financed by fees charged to owners and generators of
the  waste.  ComEd  has informed  the Company  that  there  is  on-site  storage
capability at the Quad-Cities Station sufficient to permit such interim  storage
at least  through 2007.  NPPD  has informed  the Company  that there  is on-site
storage capability  at  the Cooper  Station  sufficient  to  permit such interim
storage  at  least  through 2004,  the remaining  term  of the  long-term  power
purchase contract.  Meeting  spent nuclear fuel storage requirements beyond such
time could  require modifications to  the spent  fuel storage  pools or  new and
separate storage facilities, the costs of which have not been determined at this
time. Industry  activities are  underway to  utilize dry  casks for  the interim
storage of  high-level radioactive  waste.  This may  provide an alternative for
interim on-site storage of such waste.

NATURAL GAS OPERATIONS

    MidAmerican  is engaged in the procurement, transportation, and distribution
of natural  gas for  utility and  end-use  customers in  the Midwest.  With  the
implementation  in  1993 of  FERC Order  636  and related  orders (Order  636 or
Orders),  MidAmerican  began  operating  in  a  more  competitive   environment.
MidAmerican  now  has  complete  responsibility  for  natural  gas  procurement,
transportation and storage, a responsibility  which had

                                        9

<PAGE>

previously resided with the interstate pipeline suppliers. These Orders directly
impact  the  operations,  revenues  and  costs  of  local distribution companies
(LDCs), including MidAmerican, and create new opportunities.

    The  Company has firm rights to pipeline  capacity to transport gas from the
production area  to  its  service  territory.  With  the  restructuring  of  the
industry,  if the  Company does  not need the  capacity (due  to fluctuations in
anticipated system demand), it can "sublease" such capacity to other  companies.
To   provide  incentives  for  the  achievement  of  optimum  use  of  available
transportation capacity, an IUB ruling allows the Company to retain 30% of  Iowa
revenues earned on the "subleased" capacity and returns 70% to customers through
the purchased gas adjustment.

    Information  on the impact of  FERC Order 636 is  included in the "Operating
Activities" section  of  MD&A on  page  19 of  the  Company's Annual  Report  to
Shareholders for 1995, which page is incorporated herein by reference.

    FUEL SUPPLY AND CAPACITY

    The  Company purchases  the majority of  its gas supplies  from producers or
third party marketers and  transports the gas on  a firm or interruptible  basis
through  the Northern Natural Gas (NNG), Natural Gas Pipeline Company of America
(NGPL) and ANR Pipeline Company (ANR)  systems. To insure system reliability,  a
geographically  diverse supply  portfolio with  varying terms  and conditions is
utilized for the gas supplies.

    The Company utilizes leased gas storage to meet peak day requirements and to
manage the daily changes in demand due to changes in weather. The storage gas is
replaced during the summer months. In addition, the company also utilizes  three
liquefied  natural gas plants  and five propane-air peak  shaving plants to meet
peak day demands.

    On February 2, 1996, the Company  had an estimated new peak-day delivery  of
1,140 million cubic feet. This peak-day delivery included approximately 88% from
traditional  sales service customers and 12% from customer owned gas transported
through the Company's system. The supply sources utilized by the Company to meet
its peak-day deliveries to its sales service customers were:

<TABLE>
<CAPTION>
                                                                      MILLIONS
                                                                      OF CUBIC   PERCENT OF
                                                                        FEET        TOTAL
                                                                      ---------  -----------
<S>                                                                   <C>        <C>
Underground Storage.................................................      349.4        34.7
Firm Supply.........................................................      485.3        48.2
LNG Facilities......................................................      116.5        11.6
LP Facilities.......................................................       56.2         5.5
                                                                      ---------       -----
    Total...........................................................    1,007.4       100.0
                                                                      ---------       -----
                                                                      ---------       -----
</TABLE>

    The Company  does not  anticipate  any difficulties  in meeting  its  future
demands  through the use  of its supply  portfolio and pipeline interconnections
for the foreseeable future.


                                       10

<PAGE>

CONSTRUCTION PROGRAM

    The table  below shows  actual  utility capital  expenditures for  1995  and
budgeted utility expenditures for 1996 and for the period 1997 - 2000.

<TABLE>
<CAPTION>
                                                                         1996       1997-2000
                                                         1995 ACTUAL   BUDGETED     BUDGETED
                                                         -----------  -----------  -----------
                                                                (THOUSANDS OF DOLLARS)
<S>                                                      <C>          <C>          <C>
Electric Property
  Production...........................................  $    32,919  $    28,826  $   152,544
  Transmission.........................................       15,550       25,300       96,600
  Distribution.........................................       53,670       35,200      142,800
Gas....................................................       51,310       37,585      127,972
Administration and Other...............................       23,531       13,547       40,789
                                                         -----------  -----------  -----------
    Subtotal...........................................      176,980      140,458      560,705
Quad-Cities Fuel.......................................        2,293       17,300       38,300
Cooper Additions.......................................       11,498        8,574       52,656
                                                         -----------  -----------  -----------
    Total..............................................  $   190,771  $   166,332  $   651,661
                                                         -----------  -----------  -----------
                                                         -----------  -----------  -----------
</TABLE>

    The   amounts  shown   above  include   allowance  for   funds  used  during
construction. Of the $181.4 million of budgeted electric production expenditures
for the 1996-2000 period, $37.6 million are for expenditures at the  Quad-Cities
Station.  Also included in the amounts  above, are capital expenditures required
to maintain compliance  with the  Clean Air Act  Amendments of  1990 (CAA).  See
Environmental  Regulations. In addition to the  amounts shown above, the Company
also expects to contribute a total  of approximately $45 million to an  external
trust for Quad-Cities nuclear decommissioning during the 1996-2000 period.

GENERAL UTILITY REGULATION

    MidAmerican  is a public utility within the meaning of the Federal Power Act
and a natural gas company within the meaning of the Natural Gas Act.  Therefore,
it is subject to regulation by FERC, in regard to numerous activities, including
the  issuance of securities, accounting policies and practices, sales for resale
rates,  the  establishment  and  regulation  of  electric  interconnections  and
transmission services and replacement of certain gas utility property.

    The  Company is a public utility under the laws of Illinois and is regulated
by the  ICC as  to retail  rates, services,  accounts, issuance  of  securities,
affiliate  transactions, construction, acquisition and sale of utility property,
acquisition and sale of securities and in other respects as provided by the laws
of Illinois. The Company is also a public utility under the laws of Iowa and  is
regulated  by  the IUB  as to retail  rates, services, accounts, construction of
utility property  and  in  other  respects  as  provided  by the  laws  of Iowa.
MidAmerican  is also  subject  to regulation by the SDPUC as to electric and gas
retail rates and service.

    Iowa  law  requires  electric and  gas  utilities  to spend  2.0%  and 1.5%,
respectively, of their annual Iowa jurisdictional revenues on energy  efficiency
activities,  including  demand-side  management. Additional  information  on the
Company's energy efficiency activities is included under the Note "Rate Matters"
on page 34 of the Company's Annual Report to Shareholders for 1995 which page is
incorporated herein by reference.

                                      11

<PAGE>


NUCLEAR REGULATION

    The Company is subject to  the jurisdiction of the  NRC with respect to  its
license  and 25 percent ownership interest in  the Quad Cities Station. ComEd is
the operator of the Quad-Cities Station  and is under contract with the  Company
to secure and keep in effect all necessary NRC licenses and authorizations.

    Under  the terms  of a long-term  power purchase agreement,  the Company has
contracted to purchase one-half of the power and energy from Cooper located near
Brownville, NE, through September 22, 2004. Cooper is owned and operated by  the
NPPD.  Under the terms of the contract, NPPD  is the sole NRC licensee of Cooper
and is required to comply with  all NRC regulations. MidAmerican is  responsible
for  one-half of the fixed and operating costs of Cooper (excluding depreciation
but including debt  service) and the  Company's share of  fuel costs  (including
disposal  costs) based upon energy  delivered. Refer to "Management's Discussion
and Analysis" and Notes 1(i), 4(c), 4(d) and 4(e) on pages 15, 17, 27, 29 and 30
of the  Company's  Annual  Report  to Shareholders  for  1995  which  pages  are
incorporated herein by reference. The Company is not subject to the jurisdiction
of the NRC with respect to Cooper and the long-term power purchase contract with
NPPD.  NPPD, because it is  the sole owner, licensee  and operator of Cooper, is
thereby the only entity subject to the jurisdiction of the NRC. Under the  terms
of the long-term power purchase contract, NPPD is required to assure that Cooper
is in compliance with all the NRC regulations.

    The  NRC regulations  control the granting  of permits and  licenses for the
construction and  operation  of nuclear  generating  stations and  subject  such
stations  to continuing  review and  regulation. The  NRC review  and regulatory
process covers, among other  things, operations, maintenance, and  environmental
and radiological aspects of such stations. The NRC may modify, suspend or revoke
licenses and impose civil penalties for failure to comply with the Atomic Energy
Act, the regulations under such Act or the terms of such licenses.

    Federal  regulations provide that any operating  facility may be required to
cease operation if the NRC determines there are deficiencies in state, local  or
utility   emergency  preparedness  plans  relating  to  such  facility  and  the
deficiencies are not  corrected. ComEd and  NPPD have advised  the Company  that
emergency   preparedness  plans   for  the   Quad-Cities  Station   and  Cooper,
respectively, have been approved  by the NRC. ComEd  and NPPD have also  advised
the  Company that state and local plans  relating to the Quad-Cities Station and
Cooper, respectively, have  been approved  by the  Federal Emergency  Management
Agency.

    In  June  1988,  the  NRC  adopted final  regulations  with  respect  to the
decommissioning of nuclear  power plants.  Among other  things, the  regulations
address  the planning  and funding for  the eventual  decommissioning of nuclear
power plants. In response to these  regulations, the Company submitted a  report
to  the NRC in July 1990 indicating  that it will provide "reasonable assurance"
that funds will be available  to pay the costs  of decommissioning its share  of
the  Quad-Cities Station, by making monthly  deposits to an external trust fund.
NPPD has advised  the Company that  a decommissioning plan  for Cooper has  been
submitted  and approved  by the  NRC. Monthly  payments to  NPPD by  the Company
include monies to fund decommissioning as determined by NPPD.

ENVIRONMENTAL REGULATIONS

    The Company is subject to numerous legislative and regulatory  environmental
protection  requirements involving  air and  water pollution,  waste management,
hazardous  chemical  use,  noise  abatement,  land  use  aesthetics  and  atomic
radiation.

    State  and federal  environmental laws  and regulations  currently have, and
future modifications may have,

                                     12

<PAGE>

the  effect  of  (i)  increasing  the  lead  time  for  the  construction of new
facilities, (ii) significantly increasing the  total  cost  of  new  facilities,
(iii) requiring  modification of  certain of  the Company's existing facilities,
(iv) increasing the risk of delay on  construction  projects, (v) increasing the
Company's cost of  waste disposal and (vi) possibly  reducing the reliability of
service provided  by the Company  and the  amount of energy  available from  the
Company's  facilities.  Any of  such  items could have  a substantial  impact on
amounts required to be expended by the Company in the future.

    AIR QUALITY

    Essentially all utility generating  units are subject  to the provisions  of
the  CAA which address  continuous emission monitoring,  permit requirements and
fees and emission of  toxic substances. The Company  has five jointly owned  and
six  wholly owned coal-fired generating  stations, which represent approximately
65% of the Company's electric generating capability.

    Two of  the  Company's  coal-fired  generating units  were  subject  to  the
requirements  of the CAA beginning in 1995.  These units were given a set number
of allowances by the United  States Environmental Protection Agency (EPA).  Each
allowance  permits the units to emit one  ton of sulfur dioxide. The Company has
completed most of  the modifications necessary  to one unit  to burn  low-sulfur
coal and to install nitrogen oxides controls and an emissions monitoring system.
Under  proposed  regulations, the  second unit  will require  additional capital
expenditures to reduce emissions of nitrogen oxides.

    The Company's other coal-fired generating units are not materially  affected
by  the provisions of  the CAA. Due to  the use of  low-sulfur western coal, the
Company does  not anticipate  the need  for additional  capital expenditures  to
lower  sulfur dioxide emission rates to  ensure that allowances allocated by the
federal government are not exceeded. While the Company estimates that sufficient
emission allowances have been  allocated on system-wide basis  for its units  to
operate  at  the capacity  factors needed  to  meet system  energy requirements,
additional purchases of allowances  may be necessary to  meet desired sales  for
resale  levels. By the year 2000,  some Company coal-fired generating units will
be required to install controls to reduce emissions of nitrogen oxides. Based on
currently  proposed  CAA  regulations,  the  Company  does  not  anticipate  its
remaining  construction costs for the installation of low nitrogen oxides burner
technology and emissions  monitoring system  upgrades to exceed  $16 million  of
which  $3.4  million and  none are  expected to  be expended  in 1996  and 1997,
respectively.

    WATER QUALITY

    Under the  Federal  Water  Pollution  Control Act  Amendments  of  1972,  as
amended,  the  Company  is  required  to  obtain  National  Pollutant  Discharge
Elimination System  (NPDES) permits  to discharge  effluents (including  thermal
discharges)  from its properties  into various waterways.  All NPDES permits are
subject to renewal after  specified time periods not  to exceed five years.  The
Company  has obtained  all necessary NPDES  permits for  its generating stations
and,  when  such  permits  are  expected  to  expire,  the  Company  will   file
applications for renewal.

    HAZARDOUS MATERIALS AND WASTE MANAGEMENT

    The  EPA and state environmental  agencies have determined that contaminated
wastes  remaining  at  certain  decommissioned  manufactured  gas  plant   (MGP)
facilities  may pose a  threat to the  public health or  the


                                      13

<PAGE>

environment if such contaminants are  in sufficient  quantities  and at  such
concentrations  as  to warrant remedial action.

    The  Company is evaluating 26  properties which were, at  one time, sites of
MGP facilities in which it may be a potentially responsible party. The Company's
present estimate of probable  remediation costs of these  sites is $21  million.
The  ICC has approved  the use of a  tariff rider which  permits recovery of the
actual costs of litigation, investigation and remediation relating to former MGP
sites. The Company's present rates in  Iowa provide for a fixed annual  recovery
of MGP costs.

    Additional  information relating to the Company's MGP facilities is included
under the  Note "Commitments  and Contingencies"  on page  29 of  the  Company's
Annual  Report to  Shareholders for  1995 which  page is  incorporated herein by
reference.

    Pursuant to the Toxic Substances Control Act, a federal law administered  by
the  EPA, the Company  developed a comprehensive program  for the use, handling,
control and  disposal  of all  polychlorinated  biphenyls (PCB's)  contained  in
electrical  equipment.  The future  use of  equipment  containing PCB's  will be
minimized. Capacitors, transformers and other miscellaneous equipment are  being
purchased  with  a  non-PCB  dielectric fluid.  The  Company's  exposure  to PCB
liability has been reduced through the  orderly replacement of a number of  such
electrical devices with similar non-PCB electrical devices.

    An  unresolved issue  is whether  exposure to  electric and  magnetic fields
(EMFs) may result in  adverse health effects. EMFs  are produced by all  devices
carrying or using electricity, including transmission and distribution lines and
home  appliances. The Company cannot predict the effect on construction costs of
electric utility facilities if EMF regulations were to be adopted. Although  the
Company is not the subject of any suit involving EMFs, litigation has been filed
in  a number of jurisdictions against a variety of defendants alleging that EMFs
had an adverse effect on health. If such litigation were successful, the  impact
on  the  Company  and on  the  electric  utility industry  in  general  could be
significant.

INTERCOAST ENERGY COMPANY

    InterCoast is a  wholly owned  nonregulated subsidiary of  the Company.  The
nonregulated activities emphasize energy-related diversification, credit quality
and liquidity.

    InterCoast  takes advantage of a core  expertise in energy, participating in
the  energy  industry  through  four  nonregulated  business  groups:  Medallion
Production Company (Medallion), InterCoast Energy Marketing and Services Company
(Energy  Services),  Rail  Car  Services  and  Investments  (Rail  Services) and
InterCoast Capital Company (InterCoast Capital).

    Medallion is an independent  oil and gas company  based in Tulsa,  Oklahoma.
Medallion's  oil and gas assets at December  31, 1995 and 1994 were $161 million
and $142  million,  respectively.  Medallion's  reserves  totaled  32.1  million
barrels of oil equivalent at December 31, 1995. Principal oil and gas production
facilities are in Texas, Louisiana, California, Oklahoma and Colorado.

    Energy  Services  provides  electric,  natural  gas  and  energy  management
services to  both  retail and  wholesale  markets. Energy  Services'  assets  at
December 31, 1995 and 1994 were $13 million and $11 million, respectively.

    AmGas  Inc.,  a  part  of  the  Energy  Services  group,  was  organized  in
anticipation of new opportunities  under

                                        14

<PAGE>

Order 636. AmGas Inc. markets  natural gas  and energy management services to
commercial and industrial clients in the Midwest and areas of the
Northeastern United States.

    Continental Power  Exchange,  Inc.  (Continental),  a  part  of  the  Energy
Services   group,  was  established  in   March  1994.  Continental  operates  a
computerized information system facilitating the real-time exchange of power  in
the electric industry.

    InterCoast  Power Marketing  Company (IPM),  a part  of the  Energy Services
group, was established in September 1993 to offer wholesale power brokering  and
marketing  services to utilities and other  power supply agencies. In July 1995,
IPM was granted "marketer" status  by the FERC enabling  it to directly buy  and
sell power.

    InterCoast  Trade  and Resources,  Inc.,  was established  during  1995. GED
Energy Services, Inc. was purchased in November of 1995. These companies,  which
are  part of the Energy Services  group, provide wholesale natural gas marketing
services.

    Rail Services provides railcar leasing, management and maintenance  services
through  UNITRAIN, Inc.  and Cornhusker  Railcar Services  Inc. This  service is
primarily provided to  electric utility  companies within  Iowa and  surrounding
states.  In addition,  Rail Services  has indirect  investments in  a variety of
nonregulated   energy   production    technologies   including   wind,    solar,
hydroelectric, and natural gas and coal-fueled generation, equity investments in
two  developing companies which  provide products and  services for the electric
and gas utility industries, an equity investment in a company that services  and
markets  fiber-optic  and  telecommunications systems  and  equity  interests in
special purpose  funds  that invest  in  venture capital  and  leveraged  buyout
opportunities.

    InterCoast   Capital  manages   InterCoast's  financial   investments.  Such
investments consist  primarily of  investment  grade marketable  securities  and
aircraft leases. InterCoast Capital's total investments at December 31, 1995 and
1994 were $362 million and $324 million, respectively.

    InterCoast  Capital's marketable securities portfolio, totaling $270 million
and $200 million at December 31, 1995 and 1994, respectively, focuses on  energy
securities consisting primarily of preferred stocks issued by utility companies.
All  such preferred stocks have been issued by companies having investment grade
senior debt  ratings  by  Moody's or  Standard  &  Poor's. In  addition  to  the
preferred  stocks,  InterCoast  Capital  has investments  in  common  stocks and
independently managed mutual funds.

    InterCoast Capital  holds InterCoast's  equity participations  in  equipment
leases  for passenger and  freight transport aircraft.  Such investments totaled
$91 million and $124 million at December 31, 1995 and 1994, respectively.

MIDWEST CAPITAL GROUP INC.

    Midwest Capital is a  wholly owned nonregulated  subsidiary of the  Company.
Midwest  Capital's primary  activity is the  management of  utility service area
investments to  support economic  development. Midwest  Capital's two  principal
interests  are an office  tower in downtown  Des Moines, Iowa,  and a 2,000-acre
planned residential and  business community  near Sioux City,  Iowa. The  office
tower  is more  than 97%  leased to  various businesses.  The major construction
phase of the  planned community  is complete, and  the marketing  phase to  sell
developed residential and commercial lots is in progress.

                                       15


<PAGE>

ITEM 2.  PROPERTIES

    The  Company's utility properties  consist of physical  assets necessary and
appropriate to rendering electric  and gas service  in its service  territories.
Electric property consist primarily of generation, transmission and distribution
facilities.  Gas property  consists primarily  of distribution  plant, including
feeder lines to communities served from  natural gas pipelines owned by  others.
It  is the opinion of management that the principal depreciable properties owned
by  the  Company's  subsidiaries  are  in  good  operating  condition  and  well
maintained.

    The  net  accredited  generating  capacity,  along  with  the  participation
purchases and  sales, net,  and firm  purchases and  sales, net,  are shown  for
summer 1995 accreditation.

<TABLE>
<CAPTION>
                                                                                               COMPANY'S SHARE OF
                                                                                                   ACCREDITED
                                                                       PERCENT                     GENERATING
PLANT                                                                 OWNERSHIP      FUEL       CAPABILITY (KW)
-------------------------------------------------------------------  -----------  ----------  --------------------
<S>                                                                  <C>          <C>         <C>
Steam Electric Generating Plants:
  Council Bluffs Energy Center
    Unit No. 1.....................................................       100.0   Coal                  46,000
    Unit No. 2.....................................................       100.0   Coal                  88,000
    Unit No. 3.....................................................        79.1   Coal                 533,900
  George Neal Station
    Unit No. 1.....................................................       100.0   Coal                 135,000
    Unit No. 2.....................................................       100.0   Coal                 300,000
    Unit No. 3.....................................................        72.0   Coal                 370,800
    Unit No. 4.....................................................        40.6   Coal                 253,200
  Louisa Unit......................................................        88.0   Coal                 616,000
  Ottumwa Unit.....................................................        52.0   Coal                 372,100
  Riverside Station
    Unit No. 3.....................................................       100.0   Coal                   5,000
    Unit No. 5.....................................................       100.0   Coal                 130,000
                                                                                                    ----------
                                                                                                     2,850,000
                                                                                                    ----------
Combustion Turbines:
  Coralville -- 1 unit.............................................       100.0   Gas/Oil               64,000
  Electrifarm -- 3 units...........................................       100.0   Gas/Oil              185,600
  Moline -- 1 unit.................................................       100.0   Gas/Oil               64,000
  River Hills Energy Center -- 8 units.............................       100.0   Gas/Oil              116,000
  Sycamore Energy Center -- 2 units................................       100.0   Gas/Oil              149,000
  Parr -- 2 units..................................................       100.0   Gas/Oil               30,800
  Pleasant Hill Energy Center -- 3 units...........................       100.0   Oil                  148,000
                                                                                                    ----------
                                                                                                       757,400
                                                                                                    ----------
Nuclear:
  Quad-Cities Station
    Unit No. 1.....................................................        25.0   Nuclear              192,300
    Unit No. 2.....................................................        25.0   Nuclear              192,500
  Cooper (1).......................................................          (1)  Nuclear              389,000
                                                                                                    ----------
                                                                                                       773,800
                                                                                                    ----------
Hydro:
  Moline -- 1 unit.................................................       100.0   Water                  3,200
                                                                                                    ----------
Net Accredited Generating Capacity.................................                                  4,384,400
Add: Participation Purchases and Sales, Net........................                                    (53,000)
     Firm Purchases and Sales, Net.................................                                   (115,000)
                                                                                                    ----------
Adjusted Net Accredited Generating Capability......................                                  4,216,400
                                                                                                    ----------
                                                                                                    ----------
</TABLE>

------------------------
(1) Cooper  is owned by  NPPD and the amount  shown is MidAmerican's entitlement
    (50%) of  Cooper's  accredited capacity  under  a power  purchase  agreement
    extending to the year 2004.

                                       16
<PAGE>
    The  electric system of the Company at December 31, 1995, included 871 miles
of 345-kV transmission lines, 1,294 miles of 161-kV lines, 1,812 miles of  69-kV
lines  and 342 miles of 34.5-kV  lines. Distribution lines included 24,403 miles
of overhead conductor and 7,244 miles  of underground conductor at December  31,
1995.

    The  gas  distribution  facilities  of the  Company  at  December  31, 1995,
included 18,284 miles of gas mains and services.

    Substantially all the former Iowa-Illinois utility property and  franchises,
and substantially all of the former Midwest electric utility property located in
Iowa, is pledged to secure mortgage bonds.

ITEM 3.  LEGAL PROCEEDINGS

    The  Company and its subsidiaries have  no material legal proceedings except
for the following:

ENVIRONMENTAL MATTERS

    Information on the Company's environmental matters is included in Item 1  --
Business  and under the Note "Environmental Matters" on page 29 of the Company's
Annual Report to  Shareholders for 1995,  which page is  incorporated herein  by
reference.

COOPER LITIGATION

    On  May 26, 1995, the  Company filed a lawsuit  naming Nebraska Public Power
District (NPPD) as defendant. The action is filed in the U.S. District Court for
the Southern District of Iowa and is identified as No. 4-95-CV-70356. The  legal
proceeding  is  based  upon a  long-term  power purchase  agreement  between the
Company and NPPD, pursuant to which the Company purchases one-half the output of
NPPD's Cooper Nuclear Station (Cooper) and  pays one-half the cost of  operating
Cooper.  NPPD, in turn,  is obligated to  operate the plant  in an efficient and
economical manner and  in compliance  with the  terms of  its operating  license
issued  to it by the Nuclear Regulatory Commission (NRC). In 1993 and 1994, as a
response to NPPD actions, the NRC issued numerous notices of violations to NPPD;
as a result of these  violations and other safety  issues identified by the  NRC
and NPPD, Cooper experienced unplanned outages and outages were unduly extended.
NPPD's  failure to meet its obligations with  respect to the operation of Cooper
deprived the Company of the  benefits it was entitled  to under the power  sales
contract,  causing  the Company  to lose  profits and  incur increased  costs of
operation, which  damages  the  Company  seeks to  collect  from  NPPD.  Similar
litigation  has been filed against NPPD by  the Lincoln Electric System (LES), a
municipal  utility  serving  the  City  of  Lincoln,  Nebraska,  and  purchasing
one-eighth  of  the  output  of  Cooper pursuant  to  a  similar  power purchase
contract. The LES legal proceeding is pending in Nebraska state court.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

    None.

                                       17
<PAGE>
OTHER INFORMATION
EXECUTIVE OFFICERS OF THE REGISTRANT

    The names, ages and positions of  the executive officers of the Company  are
listed below.

<TABLE>
<CAPTION>
            NAME                  AGE                        POSITIONS HELD
----------------------------      ---      --------------------------------------------------
<S>                           <C>          <C>
Russell E. Christiansen               60   Chairman and Chairman of the Office of the CEO
Stanley J. Bright                     55   President and President of the Office of the CEO
Lynn K. Vorbrich                      57   President, Electric Division
Beverly A. Wharton                    42   President, Gas Division
Richard C. Engle                      61   Executive Vice President
Lance E. Cooper (a)                   52   Group Vice President
Philip G. Lindner                     52   Group Vice President
John A. Rasmussen, Jr.                50   Group Vice President and General Counsel
Ronald W. Stepien                     49   Group Vice President
                                            President (Midwest Capital)
Donald C. Hepperman                   53   President and Chief Operating Officer
                                            (InterCoast)
</TABLE>

    Officers are elected annually by the Board of Directors. There are no family
relationships  among  these  officers,  nor  any  arrangements  or understanding
between any  officer and  any other  person pursuant  to which  the officer  was
selected.  Each of the  officers has served  in the above  stated capacity since
July 1, 1995, and has been employed by the registrant and/or its subsidiaries or
predecessor companies for  five or  more years  as an  executive officer  except
where noted.

    (a)  Served as Vice President of predecessor Iowa-Illinois from October 1991
to June 30, 1995. Prior to that time, Mr. Cooper was Vice President --  Control,
Atlantic City Electric Company.

BUSINESS TRANSACTION POLICY STATEMENT

    In  response to the competitive forces and regulatory changes being faced by
the Company,  the Company  has from  time  to time  considered, and  expects  to
continue  to consider,  various strategies  designed to  enhance its competitive
position and to increase its ability to  adapt to and anticipate changes in  its
utility  business. These strategies may include business combinations with other
companies, internal restructurings involving the complete or partial  separation
of  its wholesale and  retail businesses, and additions  to, or dispositions of,
portions of its  franchised service territories.  The Company may  from time  to
time  be engaged  in preliminary  discussions, either  internally or  with third
parties, regarding one or more of these potential strategies. No assurances  can
be given as to whether any potential transaction of the type described above may
actually  occur, or as to the ultimate effect thereof on the financial condition
or competitive position of the Company.

    The Company's management is mindful of the importance of informing investors
about Company operations. Management must also pay heed to the legally sensitive
nature of certain  matters, and  that is  particularly true  about any  business
transaction  involving an acquisition, disposition  or combination of businesses
which the Company may be considering.

                                       18

<PAGE>


    Therefore, the  Company's  management  has  adopted  a  policy  to  announce
consideration  of  any  such  transaction  only  after  it  would  enter  into a
definitive agreement or an agreement in principle describing the material  terms
of such a transaction.

    Until that point, the Company would respond with "no comment" to any
inquiry concerning  any such  transaction, whether  or not  the Company  is
considering, discussing or negotiating for any acquisitions,  dispositions
or  combinations   of  businesses.  The   Company's management  believes this
policy is  consistent both  with investors'  need for information and with
the Company's concern for appropriate disclosure  regarding legally sensitive
matters.

                                    PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

MARKET INFORMATION AND DIVIDENDS

    The  Company's common stock is  listed on the New  York Stock Exchange under
the symbol "MEC." The following table sets forth, for the periods indicated, the
dividends declared per share of common stock and the high and low market  prices
of  the common  stock of  MidAmerican, Midwest  Resources and  Iowa-Illinois, as
reported in THE WALL  STREET JOURNAL for the  New York Stock Exchange  Composite
Tape.
<TABLE>
<CAPTION>
                                                                                    PRICE RANGE
                                                          ------------------------------------------------------------
                                    DIVIDENDS DECLARED      MIDAMERICAN         IOWA-ILLINOIS           RESOURCES
                                ------------------------  ----------------  --------------------   --------------------
                                  MEC     IWG      MWR     HIGH      LOW      HIGH        LOW         HIGH       LOW
                                -------  -------  -------  -------  -------  --------  ----------  ----------  --------
<S>                             <C>      <C>      <C>      <C>      <C>      <C>       <C>         <C>         <C>
1995
  4th Quarter.................  $ 0.30   $  --    $  --    $17 1/8  $15      $ --      $ --        $ --        $ --
  3rd Quarter.................    0.30      --       --     15 5/8   13 5/8    --        --          --          --
  2nd Quarter.................     --     0.4325    0.29     --       --      22        19 7/8      15          13 5/8
  1st Quarter.................     --     0.4325    0.29     --       --      22 1/8    19          14 5/8      13 3/8
1994
  4th Quarter.................  $  --    $0.4325  $ 0.29     --       --     $20 5/8   $18 7/8     $14 1/2     $12 7/8
  3rd Quarter.................     --     0.4325    0.29     --       --      22 1/2    19 1/4      15 3/8      13 1/2
  2nd Quarter.................     --     0.4325    0.29     --       --      24 1/2    19 7/8      16 3/4      13 7/8
  1st Quarter.................     --     0.4325    0.29     --       --      24 3/4    22 3/8      18          16

</TABLE>

HOLDERS

    On February 26, 1996, there were approximately 70,000 shareholders of record
of MidAmerican's common stock.

ITEM 6.  SELECTED FINANCIAL DATA

    The  information required by this Item is included in the following
captions and pages of the Company's Annual  Report to Shareholders  for 1995,
which captions are herein incorporated by reference:

<TABLE>
<CAPTION>
                                           CAPTION                                     PAGE
           -----------------------------------------------------------------------     -----
<S>        <C>                                                                      <C>
(1)        Operating Revenues                                                               42
(2)        Income From Continuing Operations                                                42
(3)        Earnings Per Average Share -- Continuing Operations                              41
(4)        Total Assets                                                                     43
(5)        Capitalization                                                                   43
(6)        Cash Dividends Declared Per Common Share                                         41
</TABLE>


                                         19

<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

    The  information required by this Item is included on pages 13 through 20 of
the  Company's  Annual  Report  to  Shareholders  for  1995,  which  pages   are
incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The  information required by this Item is included on pages 21 through 40 of
the  Company's  Annual  Report  to  Shareholders  for  1995,  which  pages   are
incorporated herein by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

    None.

                                    PART III

ITEM 10.  DIRECTORS AND OFFICERS OF THE REGISTRANT

    The  information required by Item 10  relating to directors who are nominees
for election as directors at the  Company's 1996 Annual Meeting of  Shareholders
is  set forth in  the Company's Proxy  Statement filed with  the SEC pursuant to
Regulation 14A  under  the Securities  Exchange  Act of  1934.  Therefore,  such
information  is incorporated herein by reference to the material appearing under
the caption  "ELECTION  OF  DIRECTORS"  on  pages11  through  16  of  the  Proxy
Statement. Information required by Item 10 relating to Executive Officers of the
Registrant is set forth under a separate caption in Part I hereof.

ITEM 11.  EXECUTIVE COMPENSATION

    The  information required by Item 11  is incorporated herein by reference to
the material appearing under  the caption "EXECUTIVE  COMPENSATION" on pages  19
through 28 of the Company's Proxy Statement filed with the SEC.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(A)  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

    To  the Company's knowledge, no single  entity has beneficial ownership of 5
percent or more of the outstanding Common Stock of the Company.

(B)  SECURITY OWNERSHIP OF MANAGEMENT

    Security ownership  of management  as outlined  on pages  17 and  18 of  the
Company's  Proxy  Statement  filed  with the  SEC  under  the  caption "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by
reference.

(C)  CHANGES IN CONTROL

    There are no arrangements  known to the registrant,  the operation of  which
may at a subsequent date result in a change in control of the registrant.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    None.

                                       20
<PAGE>
                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A)1.  FINANCIAL STATEMENTS

    The  following financial  statements (including  the notes  thereto) and the
related audit reports,  incorporated herein  by reference, are  included in  the
Company's Annual Report to Shareholders for 1995.

<TABLE>
<CAPTION>
                                                                                         PAGE NO. IN 1995
                                                                                           ANNUAL REPORT
                                                                                          TO SHAREHOLDERS
                                                                                         -----------------
<S>                                                                                      <C>
Consolidated Statements of Income
  For the Year Ended December 31, 1995, 1994 and 1993..................................             21

Consolidated Statements of Cash Flows
  For the Year Ended December 31, 1995, 1994 and 1993..................................             23

Consolidated Balance Sheets
  As of December 31, 1995 and 1994.....................................................             22

Consolidated Statements of Retained Earnings
  For the Year Ended December 31, 1995, 1994 and 1993..................................             25

Notes to Consolidated Financial Statements.............................................          26-39

Report of Independent Public Accountant................................................             40
</TABLE>

(A)2.  FINANCIAL STATEMENT SCHEDULES (INCLUDED HEREIN)

    The following schedule should be read in conjunction with the aforementioned
financial statements.

<TABLE>
<CAPTION>
                                                                                         PAGE NO. IN THIS
                                                                                           ANNUAL REPORT
                                                                                           ON FORM 10-K
                                                                                         -----------------
<S>                                                                                      <C>
Consolidated Valuation and Qualifying Accounts (Schedule II)
  For the Year Ended December 31, 1995, 1994 and 1993..................................             22

Reports of Independent Public Accountants..............................................          23-25
</TABLE>

    Other schedules are omitted because of the absence of conditions under which
they  are required or because the required information is given in the financial
statements or notes thereto.

(A)3.  EXHIBITS

    See Exhibit Index on page 29.

(B)  REPORTS ON FORM 8-K

    None.

                                       21


<PAGE>
                                                                     SCHEDULE II

                  MIDAMERICAN ENERGY COMPANY AND SUBSIDIARIES
                 CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                  FOR THE THREE YEARS ENDED DECEMBER 31, 1995
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                   COLUMN B     COLUMN C
                                                                  -----------  -----------                COLUMN E
                            COLUMN A                              BALANCE AT    ADDITIONS    COLUMN D    -----------
----------------------------------------------------------------   BEGINNING   CHARGED TO   -----------  BALANCE AT
                          DESCRIPTION                               OF YEAR      INCOME     DEDUCTIONS   END OF YEAR
----------------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                               <C>          <C>          <C>          <C>
Reserves Deducted From Assets To Which They Apply:
  Reserve for uncollectible accounts:
    Year ended 1995.............................................   $   2,099    $   4,934    $  (4,737)   $   2,296
                                                                  -----------  -----------  -----------  -----------
                                                                  -----------  -----------  -----------  -----------
    Year ended 1994.............................................   $   3,697    $   3,920    $  (5,518)   $   2,099
                                                                  -----------  -----------  -----------  -----------
                                                                  -----------  -----------  -----------  -----------
    Year ended 1993.............................................   $   3,564    $   3,406    $  (3,273)   $   3,697
                                                                  -----------  -----------  -----------  -----------
                                                                  -----------  -----------  -----------  -----------
Reserves Not Deducted From Assets:
  Property insurance
    Year ended 1995.............................................   $   2,224    $      17    $    (143)   $   2,098
                                                                  -----------  -----------  -----------  -----------
                                                                  -----------  -----------  -----------  -----------
    Year ended 1994.............................................   $   2,561    $     200    $    (537)   $   2,224
                                                                  -----------  -----------  -----------  -----------
                                                                  -----------  -----------  -----------  -----------
    Year ended 1993.............................................   $   2,426    $     135    $  --        $   2,561
                                                                  -----------  -----------  -----------  -----------
                                                                  -----------  -----------  -----------  -----------
  Injuries and damages
    Year ended 1995.............................................   $   2,350    $   2,654    $  (3,916)   $   1,079
                                                                  -----------  -----------  -----------  -----------
                                                                  -----------  -----------  -----------  -----------
    Year ended 1994.............................................   $   1,801    $   3,452    $  (2,903)   $   2,350
                                                                  -----------  -----------  -----------  -----------
                                                                  -----------  -----------  -----------  -----------
    Year ended 1993.............................................   $   1,323    $   2,283    $  (1,805)   $   1,801
                                                                  -----------  -----------  -----------  -----------
                                                                  -----------  -----------  -----------  -----------
</TABLE>

                                       22

<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors
 of MidAmerican Energy Company and Subsidiaries:

    We  have audited, in accordance  with generally accepted auditing standards,
the consolidated financial statements  included in MidAmerican Energy  Company's
annual report to shareholders for the year ended December 31, 1995, incorporated
by reference in this Form 10-K, and have issued our report thereon dated January
26,  1996.  We  did  not  audit  the  1994  and  1993  financial  statements  of
Iowa-Illinois Gas and Electric Company, one  of the companies merged in 1995  to
form   MidAmerican  Energy  Company   in  a  transaction   accounted  for  as  a
pooling-of-interests, as discussed in Note (1)(a). Such statements are  included
in  the  consolidated  financial  statements of  MidAmerican Energy  Company and
subsidiaries and  reflect total assets constituting 42 percent in 1994 and total
revenues  constituting 36 percent in 1994 and 1993, of the related  consolidated
totals. These statements were audited by other auditors  whose report  has  been
furnished to  us  and our opinion, insofar as it relates to the amounts included
for Iowa-Illinois Gas and Electric Company, is  based solely upon the  report of
the other auditors.

    Our  audits  were  made for  the  purpose  of forming  an  opinion  on those
consolidated financial statements taken as a whole. The schedule  listed on Page
22,  Item 14 is the responsibility  of MidAmerican Energy Company management and
is presented  for  purposes  of  complying  with  the  Securities  and  Exchange
Commission's  rules  and is  not part  of the  basic financial  statements. This
schedule has been subjected to the auditing procedures applied in the audits  of
the basic financial statements and, in our opinion, based  on our audits and the
report of other auditors, fairly states  in all material respects  the financial
data  required to  be set  forth therein  in relation  to  the  basic  financial
statements taken as a whole.

                                       /s/ ARTHUR ANDERSEN LLP

Chicago, Illinois
January 26, 1996

                                       23




<PAGE>

DELOITTE & TOUCHE LLP                              Northwest Bank Building
                                                   101 West Second Street
                                                   Davenport, IA 52801-1813
                                                   319-322-4415


                    INDEPENDENT AUDITORS' REPORT




To the Shareholders and Board of Directors of
MidAmerican Energy Company:

We have audited the consolidated balance sheet and statement of
capitalization of Iowa-Illinois Gas and Electric Company and subsidiary
as of December 31, 1994, and the related consolidated statements of income,
retained earnings and cash flows for the years ended December 31, 1994 and
1993. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.


We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.


In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the companies as of
December 31, 1994, and the results of their operations and their cash flows
for the years ended December 31, 1994 and 1993, in conformity with generally
accepted accounting principles.



                                         /s/  DELOITTE & TOUCHE LLP




January 25, 1995






                                   -24-




<PAGE>

DELOITTE & TOUCHE LLP                              Northwest Bank Building
                                                   101 West Second Street
                                                   Davenport, IA 52801-1813
                                                   319-322-4415


INDEPENDENT AUDITORS' REPORT


To the Shareholders and Board of Directors of
MidAmerican Energy Company

We have audited the consolidated balance sheet and statement of capitalization
of Iowa-Illinois Gas and Electric Company and subsidiary as of December 31,
1994, and the related consolidated statements of income, retained earnings and
cash flows for the years ended December 31, 1994 and 1993, and have issued our
report thereon dated January 25, 1995. Our audits also included the financial
statement schedule of Iowa-Illinois Gas and Electric Company and subsidiary
as of December 31, 1994 and 1993 and for each of the two years in the
period ended December 31, 1994, listed in Item 14. The financial statement
schedule is the responsibility of the Company's management.  Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material
respects in the information set forth therein.


                                         /s/ DELOITTE & TOUCHE LLP

January 25, 1995


                                     -25-



<PAGE>
                                   SIGNATURES

    Pursuant  to  the requirements  of  Section 13  or  15(d) of  the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          MIDAMERICAN ENERGY COMPANY

Date: March 8, 1996
                                          By         /s/  S.J. Bright
                                             --------------------------------
                                                       (S. J. Bright)
                                               President and President of the
                                                          Office
                                               of the Chief Executive Officer

    Pursuant to the requirements  of the Securities Exchange  Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the date indicated:

<TABLE>
<CAPTION>
             SIGNATURE                                         TITLE                                  DATE
------------------------------------  --------------------------------------------------------  -----------------
<C>                                   <S>                                                       <C>
       /s/ R. E. Christiansen         Chairman and Chairman of the Office of the Chief            March 8, 1996
   ----------------------------       Executive Officer and Director
        (R. E. Christiansen)

          /s/ L. E. Cooper            Group Vice President Finance and Accounting (Principal      March 8, 1996
   ----------------------------       Accounting Officer)
           (L. E. Cooper)

          /s/ J. W. Aalfs             Director                                                    March 8, 1996
   ----------------------------
           (J. W. Aalfs)

          /s/ B. T. Asher             Director                                                    March 8, 1996
   ----------------------------
           (B. T. Asher)

          /s/ S. J. Bright            Director                                                    March 8, 1996
   ----------------------------
           (S. J. Bright)

</TABLE>
                                        26

<PAGE>
<TABLE>
<CAPTION>

             SIGNATURE                                         TITLE                                  DATE
------------------------------------  --------------------------------------------------------  -----------------
<C>                                   <S>                                                       <C>

         /s/ R. A. Burnett            Director                                                    March 8, 1996
   ----------------------------
          (R. A. Burnett)

       /s/ R. D. Christensen          Director                                                    March 8, 1996
   ----------------------------
        (R. D. Christensen)

        /s/ J. W. Colloton            Director                                                    March 8, 1996
   ----------------------------
          (J. W. Colloton)

         /s/ F. S. Cottrell           Director                                                    March 8, 1996
   ----------------------------
          (F. S. Cottrell)

         /s/ J. W. Eugster            Director                                                    March 8, 1996
   ----------------------------
          (J. W. Eugster)

         /s/ W. C. Fletcher           Director                                                    March 8, 1996
   ----------------------------
          (W. C. Fletcher)

         /s/ M. Foster, Jr.           Director                                                    March 8, 1996
   ----------------------------
          (M. Foster, Jr.)

           /s/ N. Gentry              Director                                                    March 8, 1996
   ----------------------------
            (N. Gentry)


</TABLE>
                                        27

<PAGE>
<TABLE>
<CAPTION>

             SIGNATURE                                         TITLE                                  DATE
------------------------------------  --------------------------------------------------------  -----------------
<C>                                   <S>                                                       <C>

        /s/ J. M. Hoak, Jr.           Director                                                    March 8, 1996
   ----------------------------
         (J. M. Hoak, Jr.)

          /s/ R. L. Lawson            Director                                                    March 8, 1996
   ----------------------------
           (R. L. Lawson)

         /s/ R. L. Peterson           Director                                                    March 8, 1996
   ----------------------------
          (R. L. Peterson)

        /s/ R. A. Schneider           Director                                                    March 8, 1996
   ----------------------------
         (R. A. Schneider)

         /s/ N. L. Seifert            Director                                                    March 8, 1996
   ----------------------------
          (N. L. Seifert)

         /s/ W. S. Tinsman            Director                                                    March 8, 1996
   ----------------------------
          (W. S. Tinsman)

         /s/ L. L. Woodruff           Director                                                    March 8, 1996
   ----------------------------
          (L. L. Woodruff)

</TABLE>

                                       28



<PAGE>


EXHIBIT INDEX

EXHIBITS FILED HEREWITH

2     Agreement and Plan of Exchange dated as of January 24, 1996.

4.15  Sixth Supplemental Indenture dated as of July 1, 1995, between Midwest
      Power Systems Inc. and Harris Trust and Savings Bank, Trustee.

4.16  Thirty-First Supplemental Indenture dated as of July 1, 1995, between
      Iowa-Illinois Gas and Electric Company and Harris Trust and Savings Bank,
      Trustee.

10.1  MidAmerican Energy Company Deferred Compensation Plan for Directors.

10.2  MidAmerican Energy Company Deferred Compensation Plan for Executives.

10.3  MidAmerican Energy Company Supplemental Retirement Plan for Designated
      Officers.

10.4  MidAmerican Energy Company Key Employee Short-Term Incentive Plan.

10.37 Form of Indemnity Agreement between MidAmerican and its directors and
      officers.

12    Computation of ratios of earnings to fixed charges and computation of
      ratios of earnings to fixed charges plus preferred dividend requirements.

13.1  "Management's Discussion and Analysis of Financial Condition and Results
      of Operations," appearing on pages 13 - 20 of the Company's Annual Report
      to Shareholders for 1995, incorporated by reference into Items 1 and 7 of
      this Form 10-K.

13.2  "Financial Statements and Supplementary Data,"appearing on pages 21 - 39
      of the Company's Annual Report to Shareholders for 1995, incorporated by
      reference into Items 1(b), 1(c), 3, 8 and 14(a) (1) of this Form 10-K.

13.3  "Operating Revenues," Income From Continuing Operations," "Earnings Per
      Average Share--Continuing Operations," "Total Assets," "Capitalization,"
      and "Cash Dividends Declared Per Common Share" for the years 1991-1995,
      appearing on page 41 - 43 of the Company's Annual Report to Shareholders
      for 1995, incorporated by reference into Item 6 of this Form 10-K.

21    Subsidiaries of the Registrant.

23.1  Consent of Arthur Anderson LLP

23.2  Consent of Deloitte & Touche LLP

EXHIBITS INCORPORATED BY REFERENCE

3.1   Restated Articles of Incorporation of the Company, as amended (filed as
      Exhibit 3 to the Company's Registration Statement on Form 8-B, File No. 1-
      11505).


                                      -29-

<PAGE>

3.2   Restated Bylaws of the Company.  (Filed as Exhibit 4 to the Company's
      Registration Statement on Form 8-B, File No. 1-11505.)

4.1   General Mortgage Indenture and Deed of Trust dated as of January 1, 1993,
      between Midwest Power Systems Inc. and Morgan Guaranty Trust Company of
      New York, Trustee.  (Filed as Exhibit 4(b)-1 to Midwest Resources' Annual
      Report on Form 10-K for the year ended December 31, 1992, Commission File
      No. 1-10654.)

4.2   First Supplemental Indenture dated as of January 1, 1993, between Midwest
      Power Systems Inc. and Morgan Guaranty Trust Company of New York, Trustee.
      (Filed as Exhibit 4(b)-2 to Midwest Resources' Annual Report on Form 10-K
      for the year ended December 31, 1992, Commission File No. 1-10654.)

4.3   Second Supplemental Indenture dated as of January 15, 1993, between
      Midwest Power Systems Inc. and Morgan Guaranty Trust Company of New York,
      Trustee.  (Filed as Exhibit 4(b)-3 to Midwest Resources' Annual Report on
      Form 10-K for the year ended December 31, 1992, Commission File No. 1-
      10654.)

4.4   Third Supplemental Indenture dated as of May 1, 1993, between Midwest
      Power Systems Inc. and Morgan Guaranty Trust Company of New York, Trustee.
      (Filed as Exhibit 4.4 to Midwest Resources' Annual Report on Form 10-K for
      the year ended December 31, 1993, Commission File No. 1-10654.

4.5   Fourth Supplemental Indenture dated as of October 1, 1994, between Midwest
      Power Systems Inc. and Harris Trust and Savings Bank, Trustee.  (Filed as
      Exhibit 4.5 to Midwest Resources' Annual Report on Form 10-K for the year
      ended December 31, 1994, Commission File No. 1-10654.)

4.6   Fifth Supplemental Indenture dated as of November 1, 1994, between Midwest
      Power Systems Inc. and Harris Trust and Savings Bank, Trustee.  (Filed as
      Exhibit 4.6 to Midwest Resources' Annual Report on Form 10-K for the year
      ended December 31, 1994, Commission File No. 1-10654.)

4.7   Indenture of Mortgage and Deed of Trust, dated as of March 1, 1947.
      (Filed by Iowa-Illinois as Exhibit 7B to Commission File No. 2-6922.)

4.8   Sixth Supplemental Indenture dated as of July 1, 1967.  (Filed by Iowa-
      Illinois as Exhibit 2.08 to Commission File No. 2-28806.)

4.9   Twentieth Supplemental Indenture dated as of May 1, 1982.  (Filed as
      Exhibit 4.B.23 to Iowa-Illinois' Quarterly Report on Form 10-Q for the
      period ended June 30, 1982, Commission File No. 1-3573.)

4.10  Resignation and Appointment of successor Individual Trustee.  (Filed by
      Iowa-Illinois as Exhibit 4.B.30 to Commission File No. 33-39211.)

4.11  Twenty-Seventh Supplemental Indenture dated as of October 1, 1991.  (Filed
      as Exhibit 4.31.A to Iowa-Illinois' Current Report on Form 8-K dated
      October 1, 1991, Commission File No. 1-3573.)


                                      -30-

<PAGE>

4.12  Twenty-Eighth Supplemental Indenture dated as of May 15, 1992.  (Filed as
      Exhibit 4.31.B to Iowa-Illinois' Current Report on Form 8-K dated May 21,
      1992, Commission File No. 1-3573.)

4.13  Twenty-Ninth Supplemental Indenture dated as of March 15, 1993.  (Filed as
      Exhibit 4.32.A to Iowa-Illinois' Current Report on Form 8-K dated March
      24, 1993, Commission File No. 1-3573.)

4.14  Thirtieth Supplemental Indenture dated as of October 1, 1993.  (Filed as
      Exhibit 4.34.A to Iowa-Illinois' Current Report on Form 8-K dated October
      7, 1993, Commission File No. 1-3573.)

10.5  Deferred Compensation Plan for Executives of Midwest Resources Inc. and
      Subsidiaries.  (Filed as Exhibit 10.1 to Midwest Resources' Annual Report
      on Form 10-K for the year ended December 31, 1990, Commission File No. 1-
      10654).

10.6  Deferred Compensation Plan for Board of Directors of Midwest Resources
      Inc. and Subsidiaries. (Filed as Exhibit 10.2 to Midwest Resources' Annual
      Report on Form 10-K for the year ended December 31, 1990, Commission File
      No. 1-10654).

10.7  Midwest Resources Inc. Directors Retirement Plan.  (Filed as Exhibit 10.3
      to Midwest Resources' Annual Report on Form 10-K for the year ended
      December 31, 1990, Commission File No. 1-10654.)

10.8  Non-Cash Bonus Award Plan for Executives of Midwest Resources Inc. (Filed
      as Exhibit 10.4 to Midwest Resources' Annual Report on Form 10-K for the
      year ended December 31, 1990, Commission File No. 1-10654).

10.9  Midwest Resources Inc. revised and amended Executive Deferred Compensation
      Plan for IOR and Subsidiaries, dated January 29, 1992.  (Filed as Exhibit
      10.5 to Midwest Resources' Annual Report on Form 10-K for the year ended
      December 31, 1991, Commission File No. 1-10654.)

10.10 Midwest Resources Inc. revised and amended Board of Directors Deferred
      Compensation Plan for IOR and Subsidiaries, dated January 29, 1992.
      (Filed as Exhibit 10.6 to Midwest Resources' Annual Report on Form 10-K
      for the year ended December 31, 1991, Commission File No. 1-10654.)

10.11 Midwest Resources Inc. revised and amended Executive Incentive
      Compensation Plan for IOR and Subsidiaries, dated January 29, 1992.
      (Filed as Exhibit 10.7 to Midwest Resources' Annual Report on Form 10-K
      for the year ended December 31, 1991, Commission File No. 1-10654.)

10.12 Midwest Resources Inc. and Participating Subsidiaries Long-Term Incentive
      Compensation Plan.  (Filed as Exhibit 10.8 to Midwest Resources' Annual
      Report on Form 10-K for the year ended December 31, 1991, Commission File
      No. 1-10654.)

10.13 Midwest Power Group 1992 Key Executive Incentive Compensation Plan.
      (Filed as Exhibit 10.9 to Midwest Resources' Annual Report on Form 10-K
      for the year ended December 31, 1991, Commission File No. 1-10654.)


                                      -31-

<PAGE>

10.14 Midwest Resources Inc. Supplemental Retirement Plan (formerly the Midwest
      Energy Company Supplemental Retirement Plan).  (Filed as Exhibit 10.10 to
      Midwest Resources' Annual Report on Form 10-K for the year ended December
      31, 1993, Commission File No. 1-10654.)

10.15 Power Sales Contract between Iowa Power Inc. and Nebraska Public Power
      District, dated September 22, 1967.  (Filed as Exhibit 4-C-2 to Iowa Power
      Inc.'s (IPR) Registration Statement, Registration No. 2-27681.)

10.16 Amendments Nos. 1 and 2 to Power Sales Contract between Iowa Power Inc.
      and Nebraska Public Power District.  (Filed as Exhibit 4-C-2a to IPR's
      Registration Statement, Registration No. 2-35624.)

10.17 Amendment No. 3 dated August 31, 1970, to the Power Sales Contract between
      Iowa Power Inc. and Nebraska Public Power District, dated September 22,
      1967.  (Filed as Exhibit 5-C-2-b to IPR's Registration Statement,
      Registration No. 2-42191.)


10.18 Amendment No. 4 dated March 28, 1974, to the Power Sales Contract between
      Iowa Power Inc. and Nebraska Public Power District, dated September 22,
      1967.  (Filed as Exhibit 5-C-2-c to IPR's Registration Statement,
      Registration No. 2-51540.)

10.19 Revised and amended Executive Compensation Plan for Iowa Resources Inc.
      and Subsidiaries, dated July 24, 1985.  (Filed as Exhibit 10.21 to Iowa
      Resources Inc.'s (IOR) Annual Report on Form 10-K for the year ended
      December 31, 1985, Commission File No. 1-7830.)

10.20 Revised and amended Executive Deferred Compensation Plan for IOR and
      Subsidiaries, dated July 24, 1985.  (Filed as Exhibit 10.22 to IOR's
      Annual Report on Form 10-K for the year ended December 31, 1985,
      Commission File No. 1-7830.)

10.21 Revised and amended Deferred Compensation Plan for Board of Directors of
      IOR and Subsidiaries, dated July 24, 1985.  (Filed as Exhibit 10.22 to
      IOR's Annual Report on Form 10-K for the year ended December 31, 1985,
      Commission File No. 1-7830.)

10.22 Revised and amended Executive Compensation Plan for IOR and Subsidiaries,
      dated December 18, 1987.  (Filed as Exhibit 10.14 to IOR's Annual Report
      on Form 10-K for the year ended December 31, 1987, Commission File No. 1-
      7830.)

10.23 Revised and amended Executive Deferred Compensation Plan for IOR and
      Subsidiaries, dated December 18, 1987.  (Filed as Exhibit 10.15 to IOR's
      Annual Report on Form 10-K for the year ended December 31, 1987,
      Commission File No. 1-7830.)

10.24 Revised and amended Deferred Compensation Plan for Board of Directors of
      IOR and Subsidiaries, dated December 18, 1987.  (Filed as Exhibit 10.16 to
      IOR's Annual Report on Form 10-K for the year ended December 31, 1987,
      Commission File No. 1-7830.)

10.25 Employment Agreement between R. E. Christiansen and C&P Holdings Company
      dated as of March 15, 1990.  (Filed as Exhibit 10.24 to IOR's Annual
      Report on Form 10-K for the year ended December 31, 1989, Commission File
      No. 1-7830.)


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<PAGE>

10.26 Change in control agreement between Russell E. Christiansen and Midwest
      Energy Company dated as of May 5, 1989.  (Filed as Exhibit 10(e) in MWE's
      Form 10-K for the year ended December 31, 1989, Commission File No. 1-
      8708.)

10.29 Amendments to Midwest Resources Executive Deferred Compensation Plans,
      dated October 30, 1992.  (Filed as Exhibit 10(h) to MWR's Annual Report on
      Form 10-K for the year ended December 31, 1992, Commission File No. 1-
      10654.)

10.30 Midwest Power Systems 1993 Key Executive Incentive Compensation Plan.
      (Filed as Exhibit 10.30 in MWR's Annual Report on Form 10-K for the year
      ended December 31, 1993, Commission File No. 1-10654.)

10.31 Supplemental Retirement Plan for Principal Officers, as amended as of July
      1, 1993.  (Filed as Exhibit 10.K.2 to Iowa-Illinois' Annual Report on Form
      10-K for the year ended December 31, 1993, Commission  File No. 1-3573.)

10.32 Compensation Deferral Plan for Principal Officers, as amended as of July
      1, 1993.  (Filed as Exhibit 10.K.2 to Iowa-Illinois' Annual Report on Form
      10-K for the year ended December 31, 1993, Commission File No. 1-3573.)

10.33 Board of Directors' Compensation Deferral Plan.  (Filed as Exhibit 10.K.4
      to Iowa-Illinois' Annual Report on Form 10-K for the year ended December
      31, 1992, Commission File No. 1-3573.)

10.34 Revised and amended Supplemental Retirement Income Plan for Iowa Resources
      Inc. and Subsidiaries dated October 24, 1984.  (Filed as Exhibit 10.15 to
      Midwest Resources' Annual Report on Form 10-K for the year ended December
      31, 1994, Commission File No. 1-10654.)

10.35 Amendment No. 1 to the Midwest Resources Inc. Supplemental Retirement
      Plan.  (Filed as Exhibit 10.24 to Midwest Resources' Annual Report on Form
      10-K for the year ended December 31, 1994, Commission File No. 1-10654.)

10.36 Deferred Compensation Plan of Midwest Energy Company and Subsidiary
      Corporations.  (Filed as Exhibit 10.25 to Midwest Resources' Annual Report
      on Form 10-K for the year ended December 31, 1994, Commission File No. 1-
      10654.)

Note: Pursuant to (b) (4) (iii)(A) of Item 601 of Regulation S-K, the Company
      has not filed as an exhibit to this Form 10-K certain instruments with
      respect to long-term debt not being registered if the total amount of
      securities authorized thereunder does not exceed 10% of total assets of
      the Company but hereby agrees to furnish to the Commission on request any
      such instruments.


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