EXHIBIT 3.3

                                   RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                           MIDAMERICAN ENERGY COMPANY


TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:


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


                                    ARTICLE I

     The name of the  corporation is "MidAmerican  Energy Company"  (hereinafter
sometimes called the  "Corporation")  and its registered office shall be located
at 666 Grand  Avenue,  Des Moines,  Iowa 50306 with the right to  establish  and
maintain  branch  offices at such other  points  within and without the State of
Iowa as the  Board of  Directors  of the  Corporation  may,  from  time to time,
determine.  The name of the  Corporation's  registered  agent at such registered
office is Paul J. Leighton, Vice President and Corporate Secretary.


                                   ARTICLE II

     The nature of the  business or purposes to be  conducted  or promoted is to
engage in any or all  lawful  act or  activity  for which a  corporation  may be
incorporated under the Iowa Business Corporation Act.


                                   ARTICLE III

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

     B. The shares of authorized Common Stock shall be identical in all respects
and shall have equal rights and  privileges.  For all purposes,  each registered
holder of Common Stock shall,  at each meeting of  shareholders,  be entitled to
one vote for each share of Common Stock held,  either in person or by proxy duly
authorized in writing.  Except to the extent  required by law or as permitted by
these  Articles of  Incorporation,  as amended from time to time, the registered
holders of the shares of Common Stock shall have unlimited and exclusive  voting
rights.



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     C. The Board of  Directors,  at any time or from time to time,  may, and is
hereby  authorized  to, issue and dispose of any of the  authorized and unissued
shares  of Common  Stock and any  treasury  shares  for such kind and  amount of
consideration and to such persons,  firms or corporations,  as may be determined
by the Board of Directors, subject to any provisions of law then applicable. The
holders of Common Stock shall have no preemptive  rights to acquire or subscribe
to any shares, or securities convertible into shares, of Common Stock.

     D. The Board of  Directors,  at any time or from  time to time may,  and is
hereby  authorized to, divide the  authorized  and unissued  shares of Preferred
Stock into one or more classes or series and in connection  with the creation of
any class or series to determine, in whole or in part, to the full extent now or
hereafter permitted by law, by adopting one or more articles of amendment to the
Articles of Incorporation  providing for the creation thereof,  the designation,
preferences,  limitations and relative rights of such class or series, which may
provide for special,  conditional or limited voting rights, or no rights to vote
at all, and to issue and dispose of any of such shares and any  treasury  shares
for  such  kind  and  amount  of  consideration  and to such  persons,  firms or
corporations,  as may be determined  by the Board of  Directors,  subject to any
provisions of law then applicable.

     E. The Board of  Directors,  at any time or from  time to time may,  and is
hereby  authorized to, create and issue,  whether or not in connection  with the
issuance  and sale of any  shares  of  Common  Stock,  Preferred  Stock or other
securities of the  Corporation,  warrants,  rights and/or options  entitling the
holders  thereof to purchase  from the  Corporation  any shares of Common Stock,
Preferred Stock or other securities of the Corporation. Such warrants, rights or
options  shall  be  evidenced  by such  instrument  or  instruments  as shall be
approved by the Board of Directors of the Corporation. The terms upon which, the
time or times  (which may be  limited or  unlimited  in  duration)  at or within
which,  and the price or prices (which shall be not less than the minimum amount
prescribed by law, if any) at which any such shares or other  securities  may be
purchased from the Corporation  upon the exercise of any such warrant,  right or
option shall be fixed and stated in the  resolution or  resolutions of the Board
of Directors providing for the creation and issuance of such warrants, rights or
options.  The Board of  Directors is hereby  authorized  to create and issue any
such warrants,  rights or options from time to time for such  consideration,  if
any, and to such persons,  firms or corporations,  as the Board of Directors may
determine.

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

     G. The Corporation shall not be required to issue certificates representing
any fraction or fractions of a share of stock of any class but may issue in lieu
thereof one or more  non-dividend  bearing and non-voting scrip  certificates in
such form or forms as shall be  approved by the Board of  Directors,  each scrip
certificate  representing  a  fractional  interest  in one share of stock of any
class. Such scrip  certificates  upon  presentation  together with similar scrip
certificates  representing  in the  aggregate  an  interest  in one or more full
shares of stock of any class shall entitle the holders thereof to receive one or
more full shares of stock of such  class.  Such scrip  certificates  may contain
such

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terms and  conditions as shall be fixed by the Board of Directors and may become
void and of no effect after a period to be  determined by the Board of Directors
and to be specified in such scrip certificates.

     H. The Corporation  shall be entitled to treat the person in whose name any
share of Common Stock or Preferred  Stock is registered as the owner thereof for
all purposes and shall not be bound to  recognize  any  equitable or other claim
to, or interest  in,  such share on the part of any  person,  whether or not the
Corporation  shall  have  notice  thereof  except as may be  expressly  provided
otherwise by the laws of the State of Iowa.


                                   ARTICLE IV

     The term of corporate existence of the Corporation shall be perpetual.


                                    ARTICLE V

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

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

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


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

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


                                   ARTICLE VI

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


                                   ARTICLE VII

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


                                  ARTICLE VIII

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

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

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



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

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

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

          (vi)     any direct or indirect  purchase or other acquisition by the
          Corporation  of any equity  security (as defined in Rule 3a11-1 of the
          General Rules and  Regulations  under the  Securities  Exchange Act of
          1934,  as in effect on June 30, 1995) of any class from an  Interested
          Securityholder  (as hereinafter  defined) who has  beneficially  owned
          such  securities  for less  than two  years  prior to the date of such
          purchase or any agreement in respect thereof,

shall require the affirmative  vote of the holders of shares of capital stock of
the Corporation  having at least 75% (excluding,  in the case of (i) through (v)
above, shares beneficially owned by a 25% Shareholder (as hereinafter  defined),
and, in the case of (vi) above,  shares  beneficially  owned by such  Interested
Securityholder)  of the votes of all outstanding  shares of capital stock of the
Corporation entitled to vote generally in the election of directors,  considered
for the  purpose  of this  Article  VIII as one class  ("Voting  Shares").  Such
affirmative vote shall be required  notwithstanding the fact that no vote may be
required, or that some lesser percentage vote may be specified, by law or in any
agreement with any national securities exchange or otherwise.

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

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


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

             a.     The ratio of:

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

               to

                    (ii) the Fair Market Value per share of such class or series
               of Voting Shares on the date of the first public  announcement of
               such  Business   Combination   or  the  date  on  which  any  25%
               Shareholder became a 25% Shareholder, whichever is higher

          is at least as great as the ratio  (which ratio shall equal the number
          one in the event  that  such 25%  Shareholder  has never  beneficially
          owned any shares of such class or series of Voting Shares) of

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

               to

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

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


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

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

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

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

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

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

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

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

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

     C.   For the purposes of this Article VIII:

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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


                                   ARTICLE IX

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


                                    ARTICLE X

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


                                   ARTICLE XI

     A. A director  of the  Corporation  shall not be  personally  liable to the
Corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty as a director, except for liability:

          (i)  for  any  breach  of  the  director's  duty  of  loyalty  to  the
     Corporation or its shareholders; or

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

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

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

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

                                                        11

<PAGE>



further  eliminating or limiting the personal  liability of directors,  then the
liability of a director of the Corporation shall be deemed eliminated or limited
to the fullest  extent  permitted by the Iowa  Business  Corporation  Act, as so
amended.  Any repeal or  modification  of Section A or Section B of this Article
XI, by the  shareholders of the Corporation  shall be prospective only and shall
not adversely  affect any right or  protection of a director of the  Corporation
existing at the time of such repeal or modification.


                                   ARTICLE XII

     A. Each person who was or is a party or is threatened to be made a party to
or is involved in any  action,  suit or  proceeding,  whether  civil,  criminal,
administrative,  investigative,  or  arbitration  and whether formal or informal
("proceeding"), by reasons of the fact that he or she, or a person of whom he or
she is the legal  representative,  is or was a director,  officer or employee of
the  Corporation  or is or was  serving at the request of the  Corporation  as a
director, officer or employee of another corporation or of a partnership,  joint
venture,  trust or other enterprise,  including service with respect to employee
benefit  plans,  whether the basis of such  proceeding  is alleged  action in an
official  capacity  while  serving as a director,  officer or employee or in any
other  capacity  while  serving as a  director,  officer or  employee,  shall be
indemnified  and  held  harmless  by  the  Corporation  to  the  fullest  extent
authorized  by the Iowa  Business  Corporation  Act,  as the same  exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment  permits the Corporation to provide broader  indemnification
rights than the Iowa  Business  Corporation  Act permitted  the  Corporation  to
provide prior to such amendment), against all reasonable expenses, liability and
loss (including,  without  limitation,  attorneys'  fees, all costs,  judgments,
fines,  Employee  Retirement  Income  Security Act excise taxes or penalties and
amounts  paid or to be paid in  settlement)  reasonably  incurred or suffered by
such person in connection  therewith.  Such right shall be a contract  right and
shall  include  the right to be paid by the  Corporation  expenses  incurred  in
defending  any such  proceeding in advance of its final  disposition;  provided,
however,  that the payment of such expenses  incurred by a director,  officer or
employee in his or her capacity as a director,  officer or employee  (and not in
any other  capacity in which  service was or is rendered by such person  while a
director,  officer or  employee  including,  without  limitation,  service to an
employee  benefit plan) in advance of the final  disposition of such proceeding,
shall  be  made  only  upon  delivery  to  the  Corporation  of  (i)  a  written
undertaking, by or on behalf of such director, officer or employee, to repay all
amounts so advanced if it should be determined  ultimately  that such  director,
officer or employee is not entitled to be indemnified  under this Article XII or
otherwise,  or (ii) a written  affirmation  by or on  behalf  of such  director,
officer or employee  that, in such  person's good faith belief,  such person has
met the standards of conduct set forth in the Iowa Business Corporation Act.

     B. If a claim under Section A is not paid in full by the Corporation within
thirty (30) days after a written claim has been received by the Corporation, the
claimant  may at any time  thereafter  bring suit  against  the  Corporation  to
recover the unpaid  amount of the claim and, if  successful in whole or in part,
the claimant shall be entitled to also be paid the expenses of prosecuting  such
claim.  It shall be a defense to any such action that the  claimant  has not met
the standards of conduct which

                                       12

<PAGE>



make it permissible under the Iowa Business  Corporation Act for the Corporation
to indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation.  The failure of the Corporation  (including
its Board of Directors,  independent  legal counsel or its shareholders) to have
made  a   determination   prior  to  the   commencement   of  such  action  that
indemnification of the claimant is proper in the circumstances because he or she
has met the  applicable  standard  of  conduct  set  forth in the Iowa  Business
Corporation  Act,  shall not be a defense to the action or create a  presumption
that the claimant had not met the applicable standard of conduct.

     C.  Indemnification  provided  hereunder shall, in the case of the death of
the person  entitled to  indemnification,  inure to the benefit of such person's
heirs,   executors  or  other  lawful   representatives.   The   invalidity   or
unenforceability  of any  provision  of this  Article  XII shall not  affect the
validity or enforceability of any other provision of this Article XII.

     D. Any action taken or omitted to be taken by (i) any director,  officer or
employee  in good  faith  and in  compliance  with  or  pursuant  to any  order,
determination,  approval or  permission  made or given by a  commission,  board,
official  or  other  agency  of the  United  States  or of any  state  or  other
governmental   authority  with  respect  to  the  property  or  affairs  of  the
Corporation or any such business corporation,  not-for-profit corporation, joint
venture,  trade  association or other entity over which such commission,  board,
official  or  agency  has   jurisdiction   or  authority  or  purports  to  have
jurisdiction or authority or (ii) by any director of the Corporation pursuant to
Section  D of  Article  VIII  shall be  presumed  to be in  compliance  with the
standard of conduct set forth in Section 490.851 (or any successor provision) of
the Iowa Business  Corporation Act whether or not, in the case of clause (i), it
may  thereafter  be  determined  that such  order,  determination,  approval  or
permission was unauthorized, erroneous, unlawful or otherwise improper.

     E. Unless finally determined, the termination of any litigation, whether by
judgment,  settlement,  conviction  or upon a plea of  nolo  contendere,  or its
equivalent,  shall not create a presumption  that the action taken or omitted to
be taken by the person seeking  indemnification did not comply with the standard
of conduct set forth in Section 490.851 (or any successor provision) of the Iowa
Business Corporation Act.

     F. The  rights  conferred  on any person by this  Article  XII shall not be
exclusive  of any other  right  which any person may have or  hereafter  acquire
under  any  statute,  provision  of  the  Articles  of  Incorporation,   Bylaws,
agreement, vote of shareholders or disinterested directors or otherwise.

     G. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself and any such director,  officer or employee of the Corporation or another
corporation,  partnership,  joint venture, trust or other enterprise against any
such expense,  liability or loss,  whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
Iowa Business Corporation Act.



                                       13

<PAGE>



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

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

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

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

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

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

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

                                         MIDAMERICAN ENERGY COMPANY



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


MER-141.rev
06/22/95

                                       14

<PAGE>



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


TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:

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

     1. The name of the corporation is:

            MidAmerican Energy Company

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

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




<PAGE>



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

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

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

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

          C. Distributions ("Dividends").

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

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

                                        2

<PAGE>



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

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

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

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

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


                                        3

<PAGE>



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

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

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

               D. Redemption.

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


                                        4

<PAGE>



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

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

                                        5

<PAGE>



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

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

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

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

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

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

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

                                        6

<PAGE>



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

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

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

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


                                        7

<PAGE>



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

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

          Subject to the limitations  stated in Section F, the Corporation shall
          on May 1, 2006 redeem any shares of the $7.80 Series then  outstanding
          at $100.00 per share,  plus accrued and unpaid Dividends through April
          30, 2006.

               F. Repurchase.

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

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

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



                                        8

<PAGE>



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

               G. Preference on Liquidation.

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

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

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

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


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

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

                                        9

<PAGE>



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

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

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

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

               H.   Voting Rights.

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

                                       10

<PAGE>


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

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



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



                                       11

<PAGE>



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

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

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

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

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


                                       12

<PAGE>



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

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

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

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



                                       13

<PAGE>



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

                                          MIDAMERICAN ENERGY COMPANY



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



   MER-142
   06/22/95

                                       14

<PAGE>



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

   TO THE SECRETARY OF STATE
   OF THE STATE OF IOWA:

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

     1. The name of the corporation is:

                           MidAmerican Energy Company

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

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

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

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

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

                                        MIDAMERICAN ENERGY COMPANY


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


<PAGE>



                             ARTICLES OF CORRECTION
                                       OF
                           MIDAMERICAN ENERGY COMPANY

   TO THE SECRETARY OF STATE
   OF THE STATE OF IOWA:

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

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

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

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

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

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

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

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

          6. The corrected statement is as follows:

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

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


                                        MIDAMERICAN ENERGY COMPANY



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

   MER-145a
   01/18/1996


<PAGE>



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

   TO THE SECRETARY OF STATE
   OF THE STATE OF IOWA:

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

     1. The name of the corporation is:

                    MidAmerican Energy Company

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

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

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

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

          $1.7375 Series                                2,050,000

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

                                        MIDAMERICAN ENERGY COMPANY


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


<PAGE>



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

   TO THE SECRETARY OF STATE
   OF THE STATE OF IOWA:

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

     1. The name of the corporation is:

                           MidAmerican Energy Company

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

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

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

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

                                        MIDAMERICAN ENERGY COMPANY


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


<PAGE>



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

   TO THE SECRETARY OF STATE
   OF THE STATE OF IOWA:

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

     1. The name of the corporation is:

                    MidAmerican Energy Company

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

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

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

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

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

                                          MIDAMERICAN ENERGY COMPANY


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


<PAGE>


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

   TO THE SECRETARY OF STATE
   OF THE STATE OF IOWA:

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

     1. The name of the corporation is:

                    MidAmerican Energy Company

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

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

                           

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

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

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

                                        MIDAMERICAN ENERGY COMPANY


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