EXHIBIT 14.2


                            MIDAMERICAN FUNDING, LLC

  CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND CHIEF
                               ACCOUNTING OFFICER



A.   SCOPE.

     The  Company  has a Code of  Business  Conduct  for  Managers  and Rules of
Conduct for All Employees (collectively,  the "Rules of Conduct") that establish
standards addressing,  among other things,  business conduct,  improper payment,
the proper recording and disclosure of funds or assets, and financial reporting.
The Rules of  Conduct  are  applicable  to the  MidAmerican  Funding,  LLC Chief
Executive Officer,  Chief Financial Officer and to the Chief Accounting Officer,
or persons acting in such capacity,  (collectively the "Covered  Officers").  To
further reinforce the Rules of Conduct,  the Covered Officers are subject to the
following Code of Ethics.


B.   PURPOSE.

     The  Company  is proud of the  values  with  which it and its  subsidiaries
conduct  business.  It has and will  continue  to uphold the  highest  levels of
business  ethics  and  personal  integrity  in all  types  of  transactions  and
interactions.  To this  end,  this Code of Ethics  serves to (1)  emphasize  the
Company's  commitment to ethics and compliance with the law; (2) set forth basic
standards of ethical and legal behavior;  (3) provide  reporting  mechanisms for
known or suspected ethical or legal violations;  and (4) help prevent and detect
wrongdoing.


     Given the variety and complexity of ethical questions that may arise in the
course of  business of the  Company  and its  subsidiaries,  this Code of Ethics
serves only as a rough guide.  Confronted with ethically  ambiguous  situations,
the Covered  Officers  should  remember the Company's  commitment to the highest
ethical standards and seek independent advice,  where necessary,  to ensure that
all actions they take on behalf of the Company and its  subsidiaries  honor this
commitment.


C.   ETHICS STANDARDS.

     1.   Honest and Ethical Conduct.


     The Covered  Officers shall behave  honestly and ethically at all times and
with all people.  They shall act in good faith,  with due care, and shall engage
only in fair and open competition, by treating ethically competitors, suppliers,
customers,  and  colleagues.  They  shall  not  misrepresent  facts or engage in
illegal,  unethical, or anti-competitive  practices for personal or professional
gain.


     This  fundamental  standard  of honest and ethical  conduct  extends to the
handling of conflicts of interest.  The Covered Officers shall avoid any actual,
potential,   or  apparent  conflicts  of  interest  with  the  Company  and  its
subsidiaries  and any personal  activities,  investments,  or associations  that
might  give  rise to such  conflicts.  They  shall not  compete  with or use the
Company  or any of its  subsidiaries  for  personal  gain,  self-deal,  or  take
advantage  of corporate  opportunities.  They shall act on behalf of the Company
and its subsidiaries free from improper  influence or the appearance of improper
influence on their judgment or performance  of duties.  A Covered  Officer shall
disclose any material  transaction  or  relationship  that  reasonably  could be
expected  to  give  rise to  such a  conflict  to  MidAmerican  Energy  Holdings
Company's  General  Counsel or the Chair of the Audit  Committee of  MidAmerican
Energy  Holdings  Company's  Board of  Directors.  No action  may be taken  with
respect to such  transaction  or party unless and until the General  Counsel and
MidAmerican Energy Holdings Company's Audit Committee has approved such action.



<PAGE>
                            MIDAMERICAN FUNDING, LLC

  CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND CHIEF
                               ACCOUNTING OFFICER



     2.   Timely and Truthful Disclosure.


     In reports and  documents  filed with or  submitted to the  Securities  and
Exchange Commission and other regulators by the Company or its subsidiaries, and
in other  public  communications  made by the Company or its  subsidiaries,  the
Covered Officers shall make disclosures that are full, fair,  accurate,  timely,
and  understandable.  The Covered  Officers shall provide  thorough and accurate
financial and  accounting  data for inclusion in such  disclosures.  The Covered
Officers  shall not  knowingly  conceal  or  falsify  information,  misrepresent
material  facts,  or omit  material  facts  necessary  to avoid  misleading  the
Company's or any of its subsidiaries' independent public auditors or investors.


     3.   Legal Compliance.


     In conducting the business of the Company and its subsidiaries, the Covered
Officers shall comply with applicable  governmental laws, rules, and regulations
at  all  levels  of  government  in  the  United  States  and  in  any  non-U.S.
jurisdiction in which the Company or any of its subsidiaries  does business,  as
well as applicable  rules and regulations of  self-regulatory  organizations  of
which the Company or any of its subsidiaries is a member. If the Covered Officer
is unsure whether a particular  action would violate an applicable law, rule, or
regulation,  he or she should seek the advice of inside counsel (if  available),
and, where necessary, outside counsel before undertaking it.


D.   VIOLATIONS OF ETHICAL STANDARDS.

     1.   Reporting Known or Suspected Violations.


     The Covered  Officers will promptly bring to the attention of the Company's
General  Counsel or the Chair of MidAmerican  Energy  Holdings  Company's  Audit
Committee any  information  concerning a material  violation of any of the laws,
rules  or  regulations  applicable  to the  Company  and  the  operation  of its
businesses, by the Company or any agent thereof, or of violation of the Rules of
Conduct,  or the Code of Ethics.  Reports of violations  will be investigated by
the  Company's  General  Counsel and the findings  communicated  to  MidAmerican
Energy Holdings Company's Audit Committee.

     2.   Accountable for Violations.


     If MidAmerican  Energy Holdings  Company's Audit Committee  determines that
this Code of Ethics has been violated,  either directly,  by failure to report a
violation,  or  by  withholding  information  related  to a  violation,  it  may
discipline the offending Covered Officer for non-compliance with penalties up to
and including  termination of employment.  Violations of this Code of Ethics may
also constitute violations of law and may result in criminal penalties and civil
liabilities   for  the  offending   Covered  Officer  and  the  Company  or  its
subsidiaries.