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

                                   FORM 10-K/A
                                AMENDMENT NO. 1
(Mark One)

           [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended DECEMBER 31, 1997
                                             -----------------
                                              or
           [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from        to
                                                      --------  -------


Commission      Registrant's Name, State of Incorporation,   IRS Employer
File Number        Address and Telephone Number              Identification No.
-----------     ------------------------------------------   ------------------

1-12459            MIDAMERICAN ENERGY HOLDINGS COMPANY          42-1451822
                          (AN IOWA CORPORATION)
                        666 GRAND AVE. PO BOX 657
                         DES MOINES, IOWA 50303
                              515-242-4300

1-11505               MIDAMERICAN ENERGY COMPANY                42-1425214
                        (AN IOWA CORPORATION)
                       666 GRAND AVE. PO BOX 657
                        DES MOINES, IOWA 50303
                             515-242-4300

Securities registered pursuant to Section 12(b) of the Act:
                                                        Name of each Exchange
Registrant                 Title of Each Class           On which Registered
----------                 -------------------          ---------------------
MidAmerican Energy
  Holdings Company      Common Stock, no par value      New York Stock Exchange

MidAmerican Energy   7.98% MidAmerican Energy Company   New York Stock Exchange
  Company         Obligated Preferred Securities of Subsidiary Trust 

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

MidAmerican Energy      Preferred Stock, $3.30 Series, no par value
  Company               Preferred Stock, $3.75 Series, no par value
                        Preferred Stock, $3.90 Series, no par value
                        Preferred Stock, $4.20 Series, no par value
                        Preferred Stock, $4.35 Series, no par value
                        Preferred Stock, $4.40 Series, no par value
                        Preferred Stock, $4.80 Series, no par value
                        Preferred Stock, $5.25 Series, no par value
                        Preferred Stock, $7.80 Series, no par value
-------------------------------------------------------------------------------
Registrant                   Title of each Class




<PAGE>



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

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

The aggregate market value of voting stock held by non-affiliates of MidAmerican
Energy  Holdings  Company was  $1,954,875,719  as of  February  27,  1998,  when
94,595,982 shares of common stock, without par value, were outstanding.

The aggregate market value of voting stock held by non-affiliates of MidAmerican
Energy  Company was zero as of February  27,  1998,  when  70,980,203  shares of
common stock, without par value, were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

A portion of Holding's  Proxy  Statement  relating to its 1998 Annual Meeting of
Shareholders is incorporated by reference in Part III hereof.



                                       -2-

<PAGE>

EXHIBIT INDEX

Exhibits Filed Herewith
-----------------------

     The exhibits  filed  herewith are  attached to this  combined  Form 10-K in
numerical  order.  They are listed below under the heading of the  registrant or
registrants to whom they apply.

Holdings

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

21.1     Subsidiaries of the Registrant.

23.1     Consent of Coopers & Lybrand L.L.P.

99.1     MidAmerican Energy Company Employee Stock Purchase Plan Annual Report
         on Form 11-K.

MidAmerican

3.3      Restated Articles of Incorporation of MidAmerican  Energy Company,  as
         amended December 22, 1997.

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

21.2     Subsidiaries of the Registrant.

23.3     Consent of Coopers & Lybrand L.L.P.

99.2     Iowa Power Inc. Payroll-Based Employee Stock Ownership Plan Annual 
         Report on Form 11-K.

Exhibits Incorporated by Reference
----------------------------------
Holdings

 3.1     Restated  Articles of  Incorporation  of MidAmerican  Energy  Holdings
         Company,  as amended  December  19,  1996.  (Filed as  Exhibit  3.1 to
         Holdings'  Annual Report on Form 10-K for the year ended  December 31,
         1996, Commission File No. 1-12459.)

 3.2     Bylaws of MidAmerican  Energy  Holdings  Company,  as amended July 24,
         1996.  (Filed as Exhibit 3.2 to Holdings'  Annual  Report on Form 10-K
         for the year ended December 31, 1996, Commission File No. 1-12459.)

 4.1     Shareholder  Rights  Agreement  dated as of December  18, 1996 between
         Holding's and Continental Stock Transfer and Trust Company.  (Filed as
         Exhibit 4 to Holdings'  Current  Report on Form 8-K dated December 18,
         1996, Commission File No. 1-12459.)


                                      -123-

<PAGE>

10.39     Form  of  Indemnity  Agreement  between  MidAmerican  Energy  Holdings
          Company and its  directors  and  officers.  (Filed as Exhibit  10.2 to
          Holdings'  Annual Report on Form 10-K for the year ended  December 31,
          1996, Commission File No. 1-12459.)

10.40     Employment  Agreement between Stanley J. Bright and MidAmerican Energy
          Holdings  Company  dated  January 24, 1996.  (Filed as Exhibit 10.3 to
          Holdings'  Annual Report on Form 10-K for the year ended  December 31,
          1996, Commission File No. 1-12459.)

10.41     Employment  Agreement  between Russell E. Christiansen and MidAmerican
          Energy Holdings Company dated January 24, 1996, as amended January 29,
          1997.  (Filed as Exhibit 10.4 to Holdings'  Annual Report on Form 10-K
          for the year ended December 31, 1996, Commission File No. 1-12459.)

MidAmerican Energy

3.4       Restated  Bylaws of MidAmerican  Energy  Company,  as amended July 24,
          1996. (Filed as Exhibit 3.1 to MidAmerican's  Quarterly Report on Form
          10-Q for the period ended June 30, 1996, Commission File No. 1-11505.)

Holdings and MidAmerican Energy

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

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

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

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

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



                                      -124-

<PAGE>

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

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

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

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

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

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

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

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

4.16      Sixth Supplemental Indenture dated as of July 1, 1995, between Midwest
          Power Systems Inc. and Harris Trust and Savings Bank, Trustee.  (Filed
          as  Exhibit  4.15 to  MidAmerican's  Annual  Report on Form 10-K dated
          December 31, 1995, Commission File No. 1-11505.)

4.17      Thirty-First  Supplemental Indenture dated as of July 1, 1995, between
          Iowa-Illinois  Gas and  Electric  Company and Harris Trust and Savings
          Bank, Trustee.  (Filed as Exhibit 4.16 to MidAmerican's  Annual Report
          on Form 10-K dated December 31, 1995, Commission File No. 1-11505.)

10.1      MidAmerican Energy Company Severance Plan For Specified Officers dated
          November  1,  1996.   (Filed  as  Exhibit   10.1  to   Holdings'   and
          MidAmerican's  respective Annual Reports on the combined Form 10-K for
          the year ended  December 31, 1996,  Commission  File Nos.  1-12459 and
          1-11505, respectively.)

10.2      MidAmerican  Energy Company Deferred  Compensation Plan for Directors.
          (Filed as Exhibit  10.1 to  MidAmerican's  Annual  Report on Form 10-K
          dated December 31, 1995, Commission File No. 1-11505.)

10.3      MidAmerican Energy Company Deferred  Compensation Plan for Executives.
          (Filed as Exhibit  10.2 to  MidAmerican's  Annual  Report on Form 10-K
          dated December 31, 1995, Commission File No. 1-11505.)



                                      -125-

<PAGE>



10.4      MidAmerican Energy Company Supplemental Retirement Plan for Designated
          Officers.  (Filed as Exhibit 10.3 to  MidAmerican's  Annual  Report on
          Form 10-K dated December 31, 1995, Commission File No. 1-11505.)

10.5      MidAmerican  Energy Company Key Employee  Short-Term  Incentive  Plan.
          (Filed as Exhibit  10.4 to  MidAmerican's  Annual  Report on Form 10-K
          dated December 31, 1995, Commission File No. 1-11505.)

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

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

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

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

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

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

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

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

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

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



                                      -126-

<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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



                                      -127-

<PAGE>



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

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

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

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

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

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

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

10.37     Form of Indemnity  Agreement  between  MidAmerican  Energy Company and
          its directors and officers.  (Filed as Exhibit 10.37 to  MidAmerican's
          Annual Report on Form 10-K dated  December 31, 1995,  Commission  File
          No. 1-11505.)

10.38     MidAmerican  Energy Company 1995 Long-Term  Incentive Plan.  (Filed as
          Exhibit  10(a) to Holdings'  Registration  Statement on Form S-4, File
          No. 333-01645.)

10.42     Amendment No. 5 dated  September 2, 1997, to the Power Sales  contract
          between MidAmerican Energy Company and Nebraska Public Power District,
          dated  September  22, 1967.  (Filed as Exhibit  10.2 to Holdings'  and
          MidAmerican's  respective  Quarterly Reports on the combined Form 10-Q
          for the quarter ended September 30, 1997, Commission File Nos. 1-12459
          and 1-11505, respectively.)

10.43     Amendment  No. 1 dated  October 29, 1997,  to the  MidAmerican  Energy
          Company  1995  Long-Term  Incentive  Plan.  (Filed as Exhibit  10.1 to
          Holdings'  and  MidAmerican's  respective  Quarterly  Reports  on  the
          combined  Form  10-Q  for  the  quarter  ended   September  30,  1997,
          Commission File Nos. 1-12459 and 1-11505, respectively.)

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

                                      -128-
<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                             MIDAMERICAN ENERGY HOLDINGS COMPANY
                                                  MIDAMERICAN ENERGY COMPANY
                                                         (Registrants)








Date  April 27, 1998                           /s/ Larry M. Smith
     ---------------                          ----------------------------------
                                                  Larry M. Smith
                                                  Vice President and Controller