EXHIBIT 3.2


                                     BYLAWS

                                       OF

                       MIDAMERICAN ENERGY HOLDINGS COMPANY

                              (an Iowa Corporation)


                                   ARTICLE I.

                                    Offices.

     Section 1. PRINCIPAL OFFICE.  The principal office of the Corporation shall
be in the City of Des Moines,  Polk County,  Iowa. The Corporation may also have
an office or offices at such other place or places  either within or without the
State of Iowa as the Board of Directors  from time to time may  determine or the
business of the Corporation may require.

     Section 2.  REGISTERED  OFFICE.  The registered  office of the  Corporation
required by the Iowa Business  Corporation  Act to be maintained in the State of
Iowa  may  be,  but  need  not  be,  the  same as the  principal  office  of the
Corporation in the State of Iowa,  and the address of the registered  office may
be changed from time to time by the Board of Directors.


                                   ARTICLE II.

                             Shareholders' Meetings.

     Section 1. PLACE.  All meetings of the  shareholders  shall be held in such
place as may be ordered by the Board of Directors.

     Section 2. ANNUAL  MEETINGS.  The annual meeting of  shareholders  shall be
held on the Wednesday next preceding the last Thursday of April in each year, at
ten o'clock in the  morning,  when they shall elect the Board of  Directors  and
transact such other business as may properly be brought before the meeting.  The
Board of Directors may, in its discretion,  change the date or time, or both, of
the annual meeting of shareholders.

     Section 3. SPECIAL  MEETINGS.  Special meetings of the shareholders for any
purpose  or  purposes  may be called by the  President,  or by a Vice  President
(under such conditions as are prescribed in these bylaws), or by the Chairman of
the Board of Directors  (if there be one),  or by the Vice Chairman of the Board
of Directors (if there be one), or by the Board of Directors.


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     Section 4. NOTICE. Notice, in accordance with the Iowa Business Corporation
Act,  stating the place,  day and hour of the annual  meeting and of any special
meeting, and in the case of a special meeting, the purpose or purposes for which
the meeting is called,  shall be given so that it is effective not less than ten
(10) nor more than sixty (60) days before the date of the meeting,  by or at the
direction of the President,  or the Secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting.

     Section 5. RIGHT TO VOTE.  Except as  provided  in Sections 8 and 9 of this
Article II, only shareholders owning shares of stock of a class entitled to vote
as required by the Iowa Business  Corporation Act or as provided in the Articles
of  Incorporation  of record on the books of the Corporation on the day fixed by
the  Board of  Directors  for the  closing  of the stock  transfer  books of the
Corporation prior to any meeting of the shareholders,  or, if the stock transfer
books be not closed,  of record on the books of the  Corporation at the close of
business on the day fixed by the Board of  Directors  as the record date for the
determination  of the  shareholders  entitled to vote at such meeting,  shall be
entitled  to notice of and shall have the right to vote  (either in person or by
proxy) at such meeting.

     Section 6.  CLOSING OF  TRANSFER  BOOKS OR FIXING OF RECORD  DATe.  For the
purpose  of  determining  shareholders  entitled  to notice of or to vote at any
meeting of  shareholders  or any  adjournment  thereof,  or  entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose,  the Board of Directors of the Corporation may provide
that the stock  transfer  books  shall be closed for a stated  period but not to
exceed,  in any case,  seventy (70) days. If the stock  transfer  books shall be
closed for the purpose of determining  shareholders  entitled to notice of or to
vote at a meeting of  shareholders,  such books shall be closed for at least ten
(10) days  immediately  preceding  such  meeting.  In lieu of closing  the stock
transfer  books,  the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than  seventy  (70) days prior to the date on which the  particular  action
requiring such determination of shareholders is to be taken.  Except as provided
in the Articles of Amendment to the Articles of  Incorporation  establishing one
or more classes or series of Preferred  Stock,  if the stock  transfer books are
not closed and no record  date is fixed for the  determination  of  shareholders
entitled to notice of or to vote at a meeting of  shareholders,  or shareholders
entitled to receive payment of a dividend,  the date  immediately  preceding the
date on which  notice  of the  meeting  is  mailed,  or the  date on  which  the
resolution of the Board of Directors  declaring such dividend is adopted, as the
case may be, shall be the record date for such  determination  of  shareholders.
When a  determination  of  shareholders  entitled  to  vote  at any  meeting  of
shareholders  has been made as  provided in this  Section 6, such  determination
shall apply to any adjournment thereof,  except that the Board of Directors must
fix a new  record  date if the  meeting  is  adjourned  to a date  more than one
hundred twenty (120) days after the date fixed for the original meeting.

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     Section 7. VOTING LISTS.  The officer  having charge of the stock  transfer
books for shares of stock of the  Corporation  shall make a complete list of the
shareholders  entitled to vote at a meeting of  shareholders  or any adjournment
thereof,  arranged in alphabetical order, with the registered address of and the
number of shares held by each, which list shall be kept on file at the office of
the  Corporation  and shall be subject to inspection by any  shareholder  at any
time during usual  business  hours  beginning  two business days after notice of
such meeting is given for which such list was prepared.  Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder  during the whole time of the meeting.  The
original  stock  transfer  books shall be prima facie evidence as to who are the
shareholders  entitled to examine such list or transfer  books or to vote at any
meeting of shareholders.  Failure to comply with the requirement of this Section
7 shall not affect the validity of any action taken at any such meeting.

     Section 8. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name
of another  corporation,  domestic or foreign,  may be voted by such  officer or
proxy as the bylaws of such  corporation  may  prescribe,  or, in the absence of
such provision, as the board of directors of such corporation may determine.

     Shares  held by a person who is an  administrator,  executor,  guardian  or
conservator may be voted by such person,  either in person or by proxy,  without
the transfer of such shares into the name of such person. Shares standing in the
name of a trustee  may be voted by such  trustee,  either in person or by proxy,
but no trustee  shall be entitled to vote shares held by such trustee  without a
transfer of such shares into the name of such trustee.

     Shares  standing in the name of a receiver  may be voted by such  receiver,
and  shares  held by or under the  control  of a  receiver  may be voted by such
receiver  without  the  transfer  thereof  into  the  name of such  receiver  if
authority so to do is contained  in an  appropriate  order of the court by which
such receiver was appointed.

     A  shareholder  whose  shares are  pledged  shall be  entitled to vote such
shares until the shares have been transferred into the name of the pledgee,  and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     On and after the date on which  written  notice of redemption of redeemable
shares has been given to the holders thereof and a sum sufficient to redeem such
shares  has  been  deposited  with a bank  or  trust  company  with  irrevocable
instruction  and authority to pay the  redemption  price to the holders  thereof
upon surrender of  certificates  therefor,  such shares shall not be entitled to
vote on any matter and shall not be deemed to be outstanding shares.



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     Shares of the  Corporation  are not entitled to be voted if they are owned,
directly or  indirectly,  by a second  corporation,  and the  Corporation  owns,
directly  or  indirectly,  a  majority  of the shares  entitled  to vote for the
election of directors of such second  corporation,  nor shall any such shares be
counted in determining the total number of outstanding shares at any given time.

     At all meetings of shareholders, a shareholder may vote either in person or
by proxy  appointment form executed in writing by the shareholder or by the duly
authorized attorney-in-fact of such shareholder.  Such proxy appointment and any
revocation  thereof  shall be filed with the  Secretary of the  Corporation.  No
proxy  appointment  shall be valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.

     Section 9. PROXIES.  When a valid proxy  appointment form is filed with the
Secretary of the  Corporation,  the proxy named  therein (or the duly  appointed
substitute of such proxy, if the proxy appointment  permits the appointment of a
substitute)  shall be  entitled  to enter and be  present  at the  shareholders'
meeting designated in the proxy  appointment,  and to exercise the power granted
to such proxy under such proxy appointment, notwithstanding that the shareholder
who gave the proxy appointment is personally present at the meeting,  unless and
until such proxy  appointment is revoked by a written  instrument of revocation,
stating the time and date of revocation of the proxy appointment, duly signed by
the shareholder who executed the proxy appointment, and filed with the Secretary
of the Corporation at or prior to the meeting. Subject to any express limitation
or  restriction  in any such proxy  appointment  contained,  a vote,  consent or
action taken by a proxy prior to revocation thereof,  as hereinbefore  provided,
shall be valid and binding on the  shareholder  who gave the proxy  appointment.
Each proxy appointment, and also each instrument of revocation thereof, shall be
retained  by  the  Secretary  of  the  Corporation  as  required  by  regulatory
authorities.

     Section  10.  Quorum.  The holders of a majority of the votes of the shares
entitled to vote thereat,  represented in person or by proxy, shall constitute a
quorum for the  transaction  of  business at all  meetings  of the  shareholders
except as otherwise provided by the Iowa Business  Corporation Act, the Articles
of Incorporation or these bylaws.  The holders of a majority of the votes of the
shares present in person or by proxy at any meeting and entitled to vote thereat
shall have power successively to adjourn the meeting to a specified date whether
or not a quorum be present.  The time and place to which any such adjournment is
taken shall be publicly announced at the meeting,  and no further notice thereof
shall be  necessary.  At any such  adjourned  meeting at which a quorum shall be
present or  represented,  any business may be  transacted  which might have been
transacted at the meeting as originally called.

     Section 11. Manner of Voting.  Upon demand of any  shareholder  entitled to
vote thereon, the vote on any question before the meeting shall be by ballot. If
a quorum is present, the affirmative vote of the holders of a majority of the

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votes of the shares  represented  at the  meeting  and  entitled  to vote on the
subject  matter  shall  be the act of the  shareholders,  unless  the  vote of a
greater number or voting by classes is required by the Iowa Business Corporation
Act or the Articles of Incorporation.

     Section 12.  OFFICERS OF THE  MEETING-POWERS.  The Chairman of the Board of
Directors (if there be one), or in the absence of the Chairman of the Board, the
Vice  Chairman  of  the  Board  (if  there  be  one),  or the  President  of the
Corporation  shall call meetings of the  shareholders  to order and shall act as
chairman  thereof.  The Board of Directors may appoint any shareholder to act as
chairman of any meeting in the absence of the Chairman of the Board of Directors
and the  President,  and in the case of the  failure  of the Board to  appoint a
chairman,  the  shareholders  present at the meeting  shall elect a chairman who
shall be either a shareholder or a proxy of a shareholder.

     The Secretary of the Corporation  shall act as secretary at all meetings of
shareholders.  In the absence of the  Secretary at any meeting of  shareholders,
the  chairman of the meeting may appoint any person to act as  secretary  of the
meeting.

     Section 13. POWER OF CHAIRMAN.  The chairman of any  shareholders'  meeting
shall have power to determine the  eligibility  of votes,  and may reject votes,
whether cast in person or by proxy, as irregular,  unauthorized,  or not cast in
accordance with the Articles of Incorporation or these bylaws.  The decisions of
such  chairman as to such  matters  shall be final  unless  challenged  from the
floor,  immediately  after  being  announced  and  overruled  by the vote of the
holders of a majority  of the votes of the shares  represented  at the  meeting.
Such  chairman  may  appoint  tellers to count  ballots,  whenever  voting is by
ballot.  Such  chairman  shall have power to order any  unauthorized  persons to
leave the meeting and to enforce  such  orders,  and shall have and exercise all
power and authority,  and perform all duties customarily possessed and performed
by the presiding officer of such a meeting.


                                  ARTICLE III.

                               Board of Directors.

     Section 1. POWERS.  The business  and affairs of the  Corporation  shall be
managed by the Board of Directors.

     Section 2. NUMBER AND  QUALIFICATION OF DIRECTORS.  The number of directors
may be increased or decreased  from time to time by  resolution  of the Board of
Directors within the range established in the Articles of Incorporation provided
no  decrease  shall  have the  effect of  shortening  the term of any  incumbent
director.  A director  may but need not be a  shareholder  or a resident  of the
State of Iowa. Each director shall be elected to serve until the next

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annual  meeting of the  shareholders  and until the  successor of such  director
shall be elected or  appointed as provided in Section 4 of this Article III, and
shall have qualified.

     Section 3.  NOMINATIONS.  Nominations  for the election of directors may be
made by the  Board  of  Directors  or a  committee  appointed  by the  Board  of
Directors  or by any  shareholder  entitled to vote in the election of directors
generally.  However,  any  shareholder  entitled  to  vote  in the  election  of
directors  generally  may nominate one or more persons for election as directors
at a meeting only if written  notice of such  shareholder's  intent to make such
nomination  or  nominations  has been given,  either by personal  delivery or by
United States mail,  postage  prepaid,  to the Secretary of the  Corporation not
later than (a) with  respect to an election  to be held at an annual  meeting of
shareholders,  90 days in advance of such  meeting,  and (b) with  respect to an
election to be held at a special  meeting of  shareholders  for the  election of
directors,  the close of business on the seventh day following the date on which
notice of such  meeting is first given to  shareholders.  Each such notice shall
set forth:  (i) the name and address of the  shareholder who intends to make the
nomination and of the person or persons to be nominated;  (ii) a  representation
that the shareholder is a holder of record of stock of the Corporation  entitled
to vote at such  meeting  and  intends  to  appear  in person or by proxy at the
meeting to  nominate  the person or persons  specified  in the  notice;  (iii) a
description of all  arrangements or  understandings  between the shareholder and
each  nominee and any other  person or persons  (naming  such person or persons)
pursuant  to  which  the  nomination  or  nominations  are  to be  made  by  the
shareholder; (iv) such other information regarding each nominee proposed by such
shareholder  as would be  required to be  included  in a proxy  statement  filed
pursuant to the proxy rules of the  Securities  and Exchange  Commission had the
nominee been nominated,  or intended to be nominated, by the Board of Directors;
and (v) the consent of each nominee to serve as a director of the Corporation if
so elected. The Chairman of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.

     Section 4.  VACANCIES.  In  accordance  with  Article VI of the Articles of
Incorporation, if a vacancy in the Board of Directors shall occur, a majority of
the remaining  directors,  though less than a quorum,  may appoint a director to
fill  such  vacancy,  who  shall  hold  office  for  the  unexpired  term of the
directorship  in respect of which such vacancy  occurred or for the full term of
any new directorship caused by any increase in the number of members.

     Section 5. PLACE OF MEETINGS. The Board of Directors may hold its meetings,
regular or special,  within or without the State of Iowa at such place or places
as it may from time to time  determine,  or as may be specified in the notice of
the meeting.

     Section  6. Time and Place of  Meeting.  Regular  meetings  of the Board of
Directors shall be held, without notice other than this bylaw, quarterly on the

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Wednesday  next  preceding the last Thursday of each  January,  April,  July and
October at the principal  office of the Corporation in Des Moines at ten o'clock
in the morning.  The Chairman of the Board of Directors  (if there be one),  the
Vice  Chairman of the Board of Directors (if there be one), or the President may
direct a different  date, time or place for the holding of a regular meeting and
the Secretary  shall advise the directors of any such change at least three days
in  advance of the  meeting  date in the  manner  provided  in Section 8 of this
Article III.

     The Chairman of the Board of Directors  (if there be one) or the  President
shall have power to cancel not more than two successive  regular meetings of the
Board  of  Directors  by  causing  not  less  than  one  day's  notice  of  such
cancellation to be given to the directors.

     Section 7. Special Meetings. Special meetings of the Board of Directors for
any purpose or purposes  may be called by the Chairman of the Board of Directors
(if there be one),  the Vice  Chairman  of the Board of  Directors  (if there be
one), by the  President or a majority of the members of the Board,  and shall be
held at such place as may be fixed by the person or persons calling such meeting
and as shall be specified  in the notice of such  meeting.  The  Secretary or an
assistant  secretary shall give not less than two days' notice of the date, time
and place of each such  meeting  to each  director  in the  manner  provided  in
Section 8 of this Article III. Neither the business to be transacted at, nor the
purpose of, any special  meeting of the Board of Directors  need be specified in
the notice given, or waiver of notice  obtained,  of such meeting as provided in
Section 8 or 9, as the case may be, of Article III.

     Section  8.  Manner of Giving  Notice of  Meetings.  Notice of any  special
meeting of the Board of  Directors  may be given to any  director by  telephone,
facsimile  or by telegram  addressed  to such  director at such  address as last
appears  in the  records  of the  Secretary  of the  Corporation  or by  mail by
depositing  the same in the post  office or  letter  box in a  postpaid,  sealed
envelope addressed to such director at such address.

     It shall be the duty of every  director  to furnish  the  Secretary  of the
Corporation  with the post  office  address of such  director  and to notify the
Secretary of any change therein.

     Section 9. WAIVER OF NOTICE. Whenever any notice is required to be given to
directors  under the provisions of the Iowa Business  Corporation  Act or of the
Articles of Incorporation or these bylaws, a waiver thereof in writing signed by
the  director  entitled to such  notice,  whether  before,  at or after the time
stated therein, shall be deemed equivalent thereto.  Attendance of a director at
a meeting shall  constitute a waiver of notice of such  meeting,  except where a
director  attends  a  meeting  for  the  express  purpose  of  objecting  to the
transaction  of any  business  because  the  meeting is not  lawfully  called or
convened.


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     Section 10. QUORUM.  At all meetings of the Board of Directors,  a majority
of the number of directors  fixed by these bylaws shall  constitute a quorum for
the transaction of business.  The act of a majority of the directors  present at
any  meeting  at  which a quorum  is  present  shall be the act of the  Board of
Directors, except as may be otherwise specifically provided by the Iowa Business
Corporation  Act or by the Articles of  Incorporation  or by these bylaws.  If a
quorum  shall not be  present at any  meeting  of  directors,  the  director  or
directors  present may adjourn the meeting to a specified  time,  without notice
other than announcement at the meeting.

     Section 11. Conduct of Meetings. The Chairman of the Board of Directors (if
there be one) or, in the absence of the Chairman of the Board, the Vice Chairman
of the Board (if there be one), or the President of the Corporation shall act as
the  presiding  officer at Board of Director  meetings,  and the Secretary or an
assistant  secretary  of the  Corporation  shall  act as  the  secretary  of the
meeting.  In the absence of the Chairman of the Board of Directors  (if there be
one),  the Vice  Chairman of the Board of Directors  (if there be one),  and the
President, the Board of Directors may appoint a director to act as the presiding
officer.  The presiding  officer at Board of Director meetings shall be entitled
to vote as a director on all questions.

     Minutes of all meetings of the Board of Directors shall be permanently kept
by the  Secretary,  and all  minutes  shall be  signed by the  secretary  of the
meeting.

     The Board of Directors  shall have power to formulate rules and regulations
governing the conduct of Board of Director meetings and the procedure thereat.

     Section 12. EXECUTIVE AND OTHER COMMITTEES.  The Board of Directors may, by
resolution  adopted by a majority of the number of directors fixed in accordance
with Article III, Section 2 of these bylaws, designate from among its members an
executive  committee,  and one or more other  committees  each of which,  to the
extent   provided  in  such  resolution  and  permitted  by  the  Iowa  Business
Corporation  Act,  shall have and may exercise all the authority of the Board of
Directors.  Unless otherwise provided by resolution of the Board of Directors, a
quorum of each such committee shall consist of a majority of its members, and if
a quorum is present when a vote is taken,  the affirmative vote of a majority of
the members present shall be the act of such committee.

     Section 13.  COMPENSATION  OF DIRECTORS.  The Board of Directors shall have
the authority to fix the  compensation of directors.  Any director may serve the
Corporation in any other capacity and receive compensation therefor.

     Section 14. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES.

     (a) Right to Indemnification. Each person who was or is a party or is

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threatened  to be  made a  party  to or is  involved  in  any  action,  suit  or
proceeding,   whether  civil,  criminal,   administrative  or  investigative  or
arbitration and whether formal or informal ("proceeding"), by reason 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 Section 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) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under  paragraph (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 be
paid also 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 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

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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 claimant had not met the applicable standard of conduct.

     (c) BENEFIT.  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  Section  14 shall not  affect  the
validity or enforceability of any other provision of this Section 14.

     (d) CERTAIN ACTIONS;  PRESUMPTION OF STANDARD OF CONDUCT.  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 of the  Restated
Articles of  Incorporation,  as amended,  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)  LITIGATION;   PRESUMPTION  OF  STANDARD  OF  CONDUCT.  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 successor provision) of the Iowa Business Corporation Act.

     (f)  NON-EXCLUSIVITY  OF RIGHTS. The rights conferred on any person by this
Section 14 shall not be  exclusive  of any other right which any person may have
or hereafter  acquire under any statute,  provision of the Restated  Articles of
Incorporation,   as  amended,  bylaws,   agreement,   vote  of  shareholders  or
disinterested directors or otherwise.

     (g) INSURANCE.  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.

                                       10
<PAGE>

     Section 15. ACTION BY DIRECTORS  WITHOUT A MEETING.  Any action required to
be taken at a meeting of the Board of Directors or a committee of directors  and
any other  action which may be taken at a meeting of the Board of Directors or a
committee of directors  may be taken  without a meeting if a consent in writing,
setting  forth the action so taken,  shall be signed by all of the  directors or
all of the members of the committee of directors,  as the case may be,  entitled
to vote with respect to the subject matter thereof.



                                   ARTICLE IV.

                                    Officers.

     At the first  regular  meeting  of the Board of  Directors  following  each
annual meeting of the  shareholders,  the Board shall elect a President,  one or
more Vice Presidents as prescribed by these bylaws, a Secretary and a Treasurer;
and the Board may at any  meeting  elect or appoint a  Chairman  of the Board of
Directors, a Vice Chairman of the Board of Directors, additional vice presidents
and other officers or assistants to officers.

     The  Chairman  of the  Board of  Directors  (if  there be one) and the Vice
Chairman  of the Board of  Directors  (if there be one) shall be  selected  from
among the members of the Board.  The officers of the Corporation may be, but are
not required to be, directors. An officer may, but need not be, a shareholder of
the Corporation.

     Subject to the power of the Board of  Directors  to remove any officer from
office at any time when in its  judgment the best  interests of the  Corporation
will be served  thereby,  each officer  shall serve until the  successor of such
officer is elected or appointed,  unless the tenure of such officer is otherwise
fixed by the Board of  Directors  by  resolution,  contract or  agreement  for a
different period of time.

     The Board of  Directors  shall have power to fix the  compensation  of each
officer,  to prescribe the duties of such officer,  to decrease or increase such
compensation,  change the nature of such  duties,  or remove such  officer  from
office and elect or appoint the successor of such officer,  in each case subject
to the terms of any agreement between such officer and the Corporation.

     Section 1. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of
Directors  (if there be one) shall  preside at all meetings of the  shareholders
and of the  directors,  at which the  Chairman is present.  The  Chairman  shall
perform all duties  incident to the office of Chairman of the Board of Directors
and such other duties as, from time to time,  may be assigned to the Chairman by
the Board of Directors,  and, if so designated by an  appropriate  resolution of
the Board of Directors or an agreement between the Chairman and the Corporation,
shall be the chief executive officer of the Corporation,  subject,  however,  to
the right of the Board of Directors to delegate 

                                       11
<PAGE>


any specific power to any other officer or officers of the Corporation;  and the
Chairman shall see that all orders and resolutions of the Board of Directors are
carried into effect.

     Section 2. VICE CHAIRMAN OF THE BOARD OF DIRECTORS.  The Board of Directors
may elect or appoint a Vice Chairman of the Board of Directors who shall, in the
absence or  disability  of the  Chairman  or in case of  vacancy in the  office,
assume all duties of the  Chairman  and such other duties as, from time to time,
may be assigned to the Vice Chairman by the Board of Directors.

     Section 3. PRESIDENT.  The President of the Corporation  shall have general
and active  management of and exercise  general  supervision of the business and
affairs of the Corporation and, if so designated by an appropriate resolution of
the  Board  of  Directors,  or  an  agreement  between  the  President  and  the
Corporation,  shall be the chief executive officer of the Corporation,  subject,
however,  to the right of the Board of Directors to delegate any specific  power
to any other officer or officers of the Corporation; and the President shall see
that all orders and  resolutions  of the Board of  Directors  are  carried  into
effect. The President shall have concurrent power with the Chairman of the Board
of  Directors  to sign bonds,  mortgages,  certificates  for  shares,  and other
contracts and documents, except in cases where the signing and execution thereof
shall be  expressly  delegated  by law, by the Board of  Directors,  or by these
bylaws to some other officer of the Corporation.  In the absence of the Chairman
of the Board of  Directors or in the event of the  disability  or refusal of the
Chairman  to act,  and in the  absence  of the  Vice  Chairman  of the  Board of
Directors or in the event of the  disability  or refusal of the Vice Chairman to
act, the President shall have such other powers as are vested in the Chairman of
the Board of  Directors.  In general,  the  President  shall  perform the duties
incident to the office of President  and such other duties as may be  prescribed
by the Board of Directors from time to time.

     Section 4. EXECUTIVE VICE  PRESIDENT.  The Board of Directors may designate
an Executive  Vice  President  who shall,  in the absence or  disability  of the
President,  or in case of a vacancy  in that  office,  assume  all duties of the
President.

     Section 5. VICE PRESIDENTS.  The Vice  Presidents,  including the Executive
Vice  President  and Vice  Presidents  designated  by the Board of  Directors as
Senior Vice  Presidents  or Group Vice  Presidents,  shall  perform  such of the
duties and exercise  such of the powers of the President as shall be assigned to
them from time to time by the Board of  Directors  or the  President,  and shall
perform such other duties as the Board of Directors or the President  shall from
time to time prescribe.  Any Vice President may sign  certificates for shares of
the Corporation and any deeds, mortgages,  bonds, contracts or other instruments
which the Board of Directors has authorized to be executed, which authorizations
may be either specific or general.  In case of the death,  disability or absence
of the  Chairman of the Board of Directors  (if there be one) and the  

                                       12
<PAGE>

President and the Executive  Vice  President,  the Senior Vice  President or the
Group Vice  President  (or, if there be more than one, the Senior Vice President
or the Group Vice President  designated by the Board of Directors) shall perform
the duties of the President,  including interim duties, and when so acting shall
have all the powers of and be subject to all restrictions upon the President.

     Section 6.  SECRETARY.  The  Secretary  shall  attend all  meetings  of the
shareholders  and of the Board of  Directors  and shall keep the minutes of such
meetings. The Secretary shall perform like duties for the standing committees of
the Board of Directors  when  required.  Except as  otherwise  provided by these
bylaws or by the Iowa Business  Corporation  Act, the  Secretary  shall give, or
cause to be given,  notice of all meetings of the  shareholders and of the Board
of  Directors,  and shall  perform such other duties as may be prescribed by the
Board of Directors  or the Chairman of the Board of Directors  (if there be one)
or the President.

     The  Secretary  shall  have  custody of the minute  books,  containing  the
minutes of  shareholders'  and  directors'  meetings,  of the stock books of the
Corporation,  and of all corporate records. The Secretary shall have the duty to
see that the books,  reports,  statements,  certificates and all other documents
and reports of the Corporation  required by law are properly prepared,  kept and
filed.  The  Secretary  shall,  in general,  perform all duties  incident to the
office of Secretary.

     Section 7. ASSISTANT  SECRETARIES.  The assistant secretaries shall perform
such of the duties and exercise  such of the powers of the Secretary as shall be
assigned to them from time to time by the Board of  Directors or the Chairman of
the Board of Directors (if there be one) or the President or the Secretary,  and
shall perform such other duties as the Board of Directors or the Chairman of the
Board of Directors  (if there be one) or the  President  shall from time to time
prescribe.

     Section 8.  TREASURER.  The Treasurer shall have the custody of all moneys,
stocks,  bonds and other securities of the Corporation,  and of all other papers
on which moneys are to be received and of all papers which relate to the receipt
or delivery of the stocks,  bonds, notes and other securities of the Corporation
in the possession of the  Treasurer.  The Treasurer is authorized to receive and
receipt  for  stocks,  bonds,  notes  and  other  securities  belonging  to  the
Corporation  or which are received  for its  account,  and to place and keep the
same in safety  deposit  vaults  rented for the  purpose,  or in safes or vaults
belonging to the Corporation. The Treasurer is authorized to collect and receive
all  moneys due the  Corporation  and to receipt  therefor,  and to endorse  all
checks,  drafts,  vouchers or other instruments for the payment of money payable
to the  Corporation  when  necessary  or proper and to  deposit  the same to the
credit of the  Corporation in such  depositaries  as the Treasurer may designate
for the purpose,  and the Treasurer may endorse all commercial  documents for or
on behalf of the  Corporation.  The  Treasurer is  authorized to pay interest on

                                       13
<PAGE>


obligations when due and dividends on stock when duly declared and payable.  The
Treasurer  shall,   when  necessary  or  proper,   disburse  the  funds  of  the
Corporation, taking proper vouchers for such disbursements.  The Treasurer shall
cause to be kept in the office of the  Treasurer  true and full  accounts of all
receipts and  disbursements,  and shall render to the Board of Directors and the
Chairman of the Board of Directors (if there be one) or the President,  whenever
they may require it, an account of all the  transactions as Treasurer and of the
financial  condition of the  Corporation.  The Treasurer shall also perform such
other duties as may be  prescribed  by the Board of Directors or the Chairman of
the Board of Directors (if there be one) or the President.  The Treasurer shall,
in general, perform all duties usually incident to the office of Treasurer.

     Section 9. ASSISTANT  TREASURERS.  The assistant  treasurers  shall perform
such of the duties and exercise  such of the powers of the Treasurer as shall be
assigned to them from time to time by the Board of  Directors or the Chairman of
the Board of Directors (if there be one) or the President or the Treasurer,  and
shall perform such other duties as the Board of Directors or the Chairman of the
Board of Directors  (if there be one) or the  President  shall from time to time
prescribe.


                                   ARTICLE V.

                               Stock Certificates.

     Section 1.  REGISTRARS AND TRANSFER  AGENTS.  The Board of Directors  shall
determine  the form of and provide for the issue,  registration  and transfer of
the stock certificates  representing  stock of the Corporation,  and may appoint
registrars and transfer agents, who may be natural persons or corporations.  The
office of any transfer  agent or registrar may be  maintained  within or without
the State of Iowa.

     Section 2.  SIGNATURES.  Any stock  certificates  issued by the Corporation
shall bear the signatures of the Chairman of the Board of Directors (if there be
one),  or the Vice  Chairman of the Board of Directors (if there be one), or the
President or any Vice President and of the Secretary or any Assistant  Secretary
and such officers are hereby  authorized and empowered to sign such certificates
when the issuance  thereof has been duly  authorized  by the Board of Directors;
provided,  however,  that if  certificates  representing  shares of any class or
series of stock issued by the Corporation are  countersigned by manual signature
by a transfer agent,  other than the Corporation or its employee,  or registered
by manual signature by a registrar,  other than the Corporation or its employee,
any other signature on such certificate may be a facsimile, engraved, stamped or
printed.  In case any person who is an officer who has signed or whose facsimile
signature  has been  placed  upon  such  certificate  representing  stock of the
Corporation  shall  cease to be such  officer  of the  Corporation  before  such
certificate is issued,  such  certificate may be issued by the Corporation  with
the 

                                       14
<PAGE>


same effect as if such person was such officer at the date of its issue.

     Section 3. TRANSFERS. Transfers of shares shall be made on the books of the
Corporation only by the registered owner thereof (or the legal representative of
such owner, upon satisfactory proof of authority  therefor),  or by the attorney
of such  owner  lawfully  constituted  in writing  by  documents  filed with the
Secretary or transfer agent of the  Corporation,  and only upon surrender of the
certificate  to be  transferred,  or  delivery of an order of such owner if such
shares are not  represented  by a certificate,  and payment of applicable  taxes
with  respect  to such  transfer,  unless  otherwise  ordered  by the  Board  of
Directors.

     Section 4. LOST OR DESTROYED  CERTIFICATES.  New certificates may be issued
to  replace  lost,  stolen  or  destroyed  certificates,  upon  such  terms  and
conditions as the Board of Directors may prescribe.

     Section 5. RIGHTS OF REGISTERED  OWNERS.  The Corporation shall be entitled
to recognize the exclusive right of a person registered or shown on its books as
the owner of shares of its stock to receive dividends or any other  distribution
thereon,  or to vote such shares,  and to treat such person as the owner of such
shares for all purposes and the Corporation  shall not be bound to recognize any
equitable  or other claim to or interest in its shares on the part of any person
other than the registered or record owner thereof,  whether or not it shall have
notice thereof.


                                   ARTICLE VI.

                               General Provisions.

     Section 1. INSTRUMENTS  AFFECTING REAL ESTATE.  Deeds,  mortgages and other
instruments  affecting  real estate owned by the  Corporation,  the execution of
which has been duly  authorized  by the Board of  Directors,  shall be signed on
behalf of the Corporation by the Chairman of the Board of Directors (if there be
one),  the Vice  Chairman of the Board of  Directors  (if there be one),  or the
President or any Vice President and by the Secretary or any Assistant Secretary.
Leases,  contracts to purchase  and other  instruments  whereby the  Corporation
acquires,  in the ordinary course of business,  an interest in real estate owned
by others may be executed on behalf of the  Corporation  by the  Chairman of the
Board of  Directors  (if  there  be one),  the  Vice  Chairman  of the  Board of
Directors  (if  there  be  one),  the  President  or by any  Vice  President  so
authorized.

     Section 2. OTHER  INSTRUMENTS.  Bonds, notes and other secured or unsecured
obligations of the Corporation,  when duly authorized by the Board of Directors,
may be executed  on behalf of the  Corporation  by the  Chairman of the Board of
Directors  (if there be one) the Vice  Chairman  of the Board of  Directors  (if
there be one), or the President or any Vice  President,  or by any 

                                       15
<PAGE>

other officer or officers  thereunto  duly  authorized by the Board of Directors
and the  signature of any such  officer may, if the Board of Directors  shall so
determine, be a facsimile. Contracts and other instruments entered into executed
in the ordinary course of business may be signed on behalf of the Corporation by
the Chairman of the Board of Directors  (if there be one),  the Vice Chairman of
the Board of Directors  (if there be one), or the President or by any officer or
employee of the Corporation thereunto authorized by the Chairman of the Board of
Directors  (if there be one),  the Vice  Chairman of the Board of Directors  (if
there  be one),  or the  President,  without  obtaining  specific  authorization
therefor from the Board of Directors.

     Section 3.  DESTRUCTION OF RECORDS.  The Chairman of the Board of Directors
(if there be one),  the Vice  Chairman  of the Board of  Directors  (if there be
one), or the President or any Vice President appointed by the President to serve
in place of the President,  the Secretary and the Treasurer  shall  constitute a
committee for the destruction of records and shall meet from time to time at the
call of the  Secretary  who shall be chairman of such  committee.  It shall have
power  to  order  and  cause  the  destruction  of any  corporate  records,  the
preservation  of  which  has  been  found  by it to be no  longer  necessary  or
desirable.

     Section 4. FISCAL  YEAR.  The fiscal year of the  Corporation  shall be the
calendar year.

     Section 5. ANNUAL REPORT.  As soon as  practicable  after the close of each
fiscal year, the Board of Directors shall cause an annual report of the business
and affairs of the Corporation to be made to the shareholders.

     Section 6. NO CORPORATE SEAL. The Corporation shall have no corporate seal.

     Section 7. STOCK IN OTHER  CORPORATIONS.  Unless  otherwise  ordered by the
Board of  Directors,  the Chairman of the Board of Directors  (if there be one),
the Vice  Chairman of the Board of Directors (if there be one), or the President
or any Vice President of the Corporation (1) shall have full power and authority
to act and vote, in the name and on behalf of the Corporation, at any meeting of
shareholders of any corporation in which this Corporation may hold stock, and at
any such  meeting  shall  possess and may exercise any and all of the rights and
powers  incident to the  ownership of such stock,  and (2) shall have full power
and authority to execute, in the name and on behalf of the Corporation,  proxies
appointing  any suitable  person or persons to act and to vote at any meeting of
shareholders of any corporation in which the Corporation may hold stock,  and at
any such  meeting  the person or persons so  designated  shall  possess  and may
exercise any and all of the rights and powers  incident to the ownership of such
stock.

                                       16

<PAGE>

                                  ARTICLE VII.

                                   Amendments.

     These  bylaws may be  altered,  amended or  repealed  and new bylaws may be
adopted by vote of a majority of the number of  directors  fixed by these bylaws
at any regular or special meeting of the Board of Directors.



MEC-1.revbyl
06/22/95

                                       17

<PAGE>

                           AMENDMENT TO THE BYLAWS OF
                       MIDAMERICAN ENERGY HOLDINGS COMPANY
             DULY ADOPTED BY THE BOARD OF DIRECTORS ON July 24, 1996


          RESOLVED,  that,  effective  July 24, 1996,  the Bylaws of MidAmerican
     Energy  Holdings  Company are hereby  amended by adding the  following as a
     second paragraph to Article II, Section 2:

     Only such business shall be conducted at an annual meeting of  shareholders
     as shall have been properly brought before the meeting.  For business to be
     properly  brought  before the meeting,  it must be: (i)  authorized  by the
     Board of Directors and specified in the notice,  or a supplemental  notice,
     of the  meeting,  (ii)  otherwise  brought  before the meeting by or at the
     direction of the Board of Directors or the Chairman of the meeting or (iii)
     otherwise  properly  brought  before  the  meeting  by a  shareholder.  For
     business to be properly  brought before the meeting by a  shareholder,  the
     shareholder  must have given  written  notice  thereof,  either by personal
     delivery or by United States mail,  postage prepaid to the Secretary of the
     Corporation  (a) not later than 120 days in advance of such  meeting or (b)
     if less than 120 days' notice of the meeting or prior public  disclosure of
     the date of the  meeting is given or made to  shareholders,  not later than
     the close of business on the seventh day following the date on which notice
     of such meeting is first given to shareholders.  Each such notice shall set
     forth as to each item of business the shareholder  proposes to bring before
     the  meeting  (1) a brief  description  of such  item and the  reasons  for
     conducting such business at the meeting,  (2) the name and address, as they
     appear on the  Corporation's  records,  of the  shareholder  proposing such
     business,  (3) the class and  number of shares of stock of the  Corporation
     which  are  beneficially  owned by the  shareholder  (for  purposes  of the
     regulations  under  Sections 13 and 14 of the  Securities  Exchange  Act of
     1934, as amended) and (4) any material  interest of the shareholder in such
     business.  No business  shall be conducted at any annual  meeting except in
     accordance with the procedures set forth in this paragraph. The Chairman of
     the meeting at which any business is proposed by a  shareholder  shall,  if
     the facts warrant,  determine and declare to the meeting that such business
     was not  properly  brought  before  the  meeting  in  accordance  with  the
     provisions of this paragraph and, in such event,  the business not properly
     before the meeting shall not be transacted.


MEC\HOLDING\BYLAW2.REV