EXHIBIT 3.1

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                       MIDAMERICAN ENERGY HOLDINGS COMPANY


TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:

     Pursuant  to the  provisions  of  Section  490.1007  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  Holdings  Company"
(hereinafter sometimes called the "Corporation") and its registered office shall
be  located  at 666 Grand  Avenue,  Des  Moines,  Iowa  50303  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, 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

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Incorporation,  as  amended  from time to time,  the  registered  holders of the
shares of Common Stock shall have unlimited and exclusive voting rights.

     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.


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     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 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.

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     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.

     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.





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                                  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

        (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

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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

          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





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                    (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;

               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

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               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   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:



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               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;

               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

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                    (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 (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


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                    (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.

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

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                                   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  further  eliminating  or limiting  the
personal liability of

                                       12

<PAGE>



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.


                                       13

<PAGE>



     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 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.



                                       14

<PAGE>



     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.



RESTATED
01/31/96

                                       15

<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
  Of Group        Outstanding      Restated Articles    Votes Represented
-----------       -----------      -----------------    -----------------
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, Corporate Secretary



RESTATED
01/31/96

                                       16
<PAGE>



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

TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:

     Pursuant  to the  provisions  of Sections  490.1001  and  490.1003,  and in
accordance  with Section  490.1006,  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 Holdings Company

     2.   Paragraph C of Article V of the Restated  Articles of Incorporation is
          hereby amended by deleting the first sentence  thereof in its entirety
          and substituting the following sentence therefor:

          Any  director  or the entire  Board of  Directors may be removed only
          for cause as set forth in this paragraph C.

     3.   The date of adoption of the amendment was November 8, 1996.

     4A.  The  amendment  was  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  amendment,  and
          the number of votes of each voting group  indisputably  represented is
          as follows:

                                              Votes Entitled
          Designation           Shares         To Be Cast            Votes
           of Group           Outstanding     On Amendment         Represented
          ------------        -----------     -------------        -----------
          Common Stock           1,000            1,000               1,000

     4B.  The  total  number  of  undisputed  votes  cast  for and  against  the
          amendment  by each voting  group  entitled to vote  separately  on the
          amendment are as follows:

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

<PAGE>


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

     5.   These  Articles of  Amendment  are to be  effective  when filed by the
          Secretary of State.


                                        MIDAMERICAN ENERGY HOLDINGS COMPANY



                                        /s/ P. J. LEIGHTON
                                       -----------------------------------
                                       P. J. Leighton, Corporate Secretary






MEC\HOLDING\AMEND1.ART
11/08/96

<PAGE>

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

TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:

     Pursuant to the  provisions of Sections  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 Holdings Company

         2. On December 18, 1996, the Board of Directors of  MidAmerican  Energy
         Holdings  Company  adopted the  following  resolution  designating  the
         preferences and rights of the Series A Junior  Participating  Preferred
         Stock:

               RESOLVED,  that,  pursuant to the  authority  conferred  upon the
          Board of Directors of the Corporation  (the "Board") by the provisions
          of  the  Restated  Articles  of  Incorporation,  as  amended,  of  the
          Corporation,  there is hereby  created a series  of  Preferred  Stock,
          without par value,  of the  Corporation,  which  series shall have the
          following  designation  and number of shares,  and fixes the  relative
          rights, preferences, and limitations as follows thereof:

               Section 1. Designation of Series; Number of Shares. The series of
          Preferred Stock  established  hereby shall be designated the "Series A
          Junior Participating Preferred Stock" (the "Series A Preferred Stock")
          and  the  authorized  number  of  shares  constituting  the  Series  A
          Preferred Stock shall be 3,500,000.  Such number of authorized  shares
          may be increased or decreased, from time to time, by resolution of the
          Board;  provided,  however,  that no such  decrease  shall  reduce the
          number of  authorized  shares  of the  Series A  Preferred  Stock to a
          number less than the number of shares of the Series A Preferred  Stock
          then outstanding,  plus the number of shares of the Series A Preferred
          Stock then reserved for issuance upon the exercise of any  outstanding
          options,  warrants  or rights or the  exercise  of any  conversion  or
          exchange privilege contained in any outstanding security issued by the
          Corporation.

               Section 2. Dividends and Distributions. (A) Subject to the rights
          of the holders of shares of any other  series of the  Preferred  Stock
          (or  shares of any other  class of capital  stock of the  Corporation)
          ranking prior and superior

                                        1

<PAGE>



          to the Series A Preferred Stock with respect to dividends, the holders
          of  shares of the  Series A  Preferred  Stock,  in  preference  to the
          holders  of shares of Common  Stock and of any other  class of capital
          stock of the  Corporation  ranking  junior to the  Series A  Preferred
          Stock with respect to dividends,  shall be entitled to receive,  when,
          as and if  declared  by the  Board  out  of  funds  legally  available
          therefor,  quarterly  dividends  payable  in cash on the  first day of
          March, June, September and December in each year (each such date being
          a "Dividend  Payment Date"),  commencing on the first Dividend Payment
          Date after the initial  issuance of a share or fractional share of the
          Series A  Preferred  Stock,  in an amount  per share  (rounded  to the
          nearest whole cent) equal to the greater of (a) $.01 and (b) 100 times
          the aggregate per share amount of all cash  dividends,  plus 100 times
          the  aggregate  per share  amount  (payable  in kind) of all  non-cash
          dividends  or other  distributions  (other than a dividend  payable in
          shares  of  Common  Stock or a  distribution  in  connection  with the
          subdivision   of  the   outstanding   shares  of  Common   Stock,   by
          reclassification or otherwise), declared on the Common Stock since the
          immediately  preceding  Dividend  Payment Date or, with respect to the
          first Dividend  Payment Date, since the initial issuance of a share or
          fractional  share of the Series A Preferred Stock. The multiple of 100
          (the "Dividend Multiple") set forth in the preceding sentence shall be
          adjusted from time to time as  hereinafter  provided in this paragraph
          (A).  In the event  that the  Corporation  shall at any time after the
          effective  date of this  Articles of Amendment  (i) declare or pay any
          dividend on the Common Stock payable in shares of Common Stock or (ii)
          effect a subdivision,  combination or consolidation of the outstanding
          shares  of Common  Stock (by  reclassification  or  otherwise  than by
          payment of a  dividend  in shares of Common  Stock)  into a greater or
          lesser number of shares of Common Stock,  then, in each such case, the
          Dividend  Multiple  thereafter  applicable to the determination of the
          amount of  dividends  per share  which  the  holders  of shares of the
          Series A Preferred  Stock  shall be  entitled to receive  shall be the
          Dividend Multiple in effect immediately prior to such event multiplied
          by a fraction, the numerator of which shall be the number of shares of
          Common  Stock  outstanding   immediately  after  such  event  and  the
          denominator  of which  shall be the  number of shares of Common  Stock
          that were outstanding immediately prior to such event.

               (B) The  Board  shall  declare,  out of funds  legally  available
          therefor,  a dividend or distribution on the Series A Preferred Stock,
          as provided in paragraph (A) of this Section 2,  immediately  after it
          has  declared a dividend or  distribution  on the Common  Stock (other
          than a dividend payable in shares of Common Stock); provided, however,
          that,  in the event that no dividend or  distribution  shall have been
          declared on the Common  Stock  during the period  between any Dividend
          Payment Date and the next subsequent Dividend Payment Date, a dividend
          of $.01 per share on the Series A Preferred  Stock shall  nevertheless
          be payable on such subsequent Dividend Payment Date. 

                                       2
<PAGE>



         
               (C)  Dividends  shall  begin to accrue and be  cumulative  on the
          outstanding  shares of the Series A Preferred  Stock from the Dividend
          Payment  Date next  preceding  the date of  issuance  of such  shares,
          unless such date of issuance shall be prior to the record date for the
          first  Dividend  Payment Date, in which case  dividends on such shares
          shall begin to accrue and be  cumulative  from the date of issuance of
          such shares,  or unless such date of issuance shall be after the close
          of business on the record date with  respect to any  Dividend  Payment
          Date and on or prior to such  Dividend  Payment  Date,  in which  case
          dividends on such shares shall begin to accrue and be cumulative  from
          such Dividend  Payment Date.  Accrued but unpaid  dividends  shall not
          bear  interest.  Dividends  paid on shares of the  Series A  Preferred
          Stock in an  amount  less  than the total  amount  of  dividends  then
          accrued shall be allocated  pro rata among such shares.  The Board may
          fix a record  date for the  determination  of the holders of shares of
          the  Series A  Preferred  Stock  entitled  to  receive  payment of any
          dividend or distribution declared thereon,  which record date shall be
          not more  than the  number  of days  prior to the date  fixed for such
          payment permitted by applicable law.

               Section 3. Voting Rights.  In addition to any other voting rights
          required  by  applicable  law,  the  holders of shares of the Series A
          Preferred Stock shall have the following voting rights:

               (A) Each share of the Series A Preferred  Stock shall entitle the
          holder thereof to 100 votes on all matters  submitted to a vote of the
          shareholders  of the  Corporation.  The  multiple of 100 (the  "Voting
          Multiple") set forth in the preceding  sentence shall be adjusted from
          time to time as  hereinafter  provided in this  paragraph  (A). In the
          event that the Corporation  shall at any time after the effective date
          of this  Articles of Amendment  (i) declare or pay any dividend on the
          Common  Stock  payable  in  shares of  Common  Stock or (ii)  effect a
          subdivision, combination or consolidation of the outstanding shares of
          Common Stock (by  reclassification  or otherwise  than by payment of a
          dividend in shares of Common Stock) into a greater or lesser number of
          shares of Common Stock,  then, in each such case, the Voting  Multiple
          thereafter  applicable to the determination of the number of votes per
          share to which the holders of shares of the Series A  Preferred  Stock
          shall be entitled shall be the Voting  Multiple in effect  immediately
          prior to such event  multiplied by a fraction,  the numerator of which
          shall be the number of shares of Common Stock outstanding  immediately
          after such event and the  denominator  of which shall be the number of
          shares of Common Stock that were outstanding immediately prior to such
          event.

               (B) Except as otherwise  provided in this  Articles of Amendment,
          in any other Articles of Amendment  establishing another series of the
          Preferred

                                        3

<PAGE>



         Stock  (or any  series  of any  other  class  of  capital  stock of the
         Corporation)  or by  applicable  law,  the  holders  of  the  Series  A
         Preferred Stock, the holders of the Common Stock and the holders of any
         other class of capital stock of the  Corporation  having general voting
         rights shall vote  together as a single class on all matters  submitted
         to a vote of the shareholders of the Corporation.

               (C) Except as otherwise provided in this Articles of Amendment or
          by applicable  law, the holders of the Series A Preferred  Stock shall
          have no special  voting rights and their consent shall not be required
          (except to the extent provided in paragraph (B) of this Section 3) for
          the taking of any corporate action.

               Section 4. Certain Restrictions.

               (A)  Whenever  dividends  or other  distributions  payable on the
          Series A  Preferred  Stock as  provided  in Section 2 are in  arrears,
          thereafter   and  until  all   accrued   and  unpaid   dividends   and
          distributions,  whether or not declared,  on outstanding shares of the
          Series A Preferred Stock shall have been paid in full, the Corporation
          shall not:

                    (i)   declare   or  pay   dividends,   or  make  any   other
               distributions, on any shares of any class of capital stock of the
               Corporation  ranking  junior  (either  as to  dividends  or  upon
               liquidation, dissolution or winding up of the Corporation) to the
               Series A Preferred Stock;

                    (ii)   declare   or  pay   dividends,   or  make  any  other
               distributions, on any shares of any class of capital stock of the
               Corporation  ranking on a parity  (either as to dividends or upon
               liquidation,  dissolution or winding up of the Corporation)  with
               the Series A Preferred  Stock,  except  dividends paid ratably on
               the Series A Preferred  Stock and all such parity  stock on which
               dividends  are  accrued  and  unpaid in  proportion  to the total
               amounts  to  which  the  holders  of all  such  shares  are  then
               entitled;


                    (iii)   redeem,    purchase   or   otherwise   acquire   for
               consideration  any  shares of any class of  capital  stock of the
               Corporation  ranking  junior  (either  as to  dividends  or  upon
               liquidation, dissolution or winding up of the Corporation) to the
               Series A Preferred Stock,  except that the Corporation may at any
               time  redeem,  purchase or  otherwise  acquire any shares of such
               junior stock in exchange for other shares of any class of capital
               
                                        4

<PAGE>


               stock of the Corporation ranking junior (both as to dividends and
               upon  dissolution,  liquidation or winding up of the Corporation)
               to the Series A Preferred Stock; or

                    (iv)  purchase or otherwise  acquire for  consideration  any
               shares of the Series A Preferred Stock or any shares of any class
               of capital stock of the  Corporation  ranking on a parity (either
               as to dividends or upon liquidation, dissolution or winding up of
               the Corporation) with the Series A Preferred Stock, or redeem any
               shares of such parity stock, except in accordance with a purchase
               offer made in writing or by  publication  (as  determined  by the
               Board) to the  holders  of all such  shares  upon such  terms and
               conditions  as the Board,  after  taking into  consideration  the
               respective  annual dividend rates and the other relative  powers,
               preferences  and rights of the  respective  series and classes of
               such  shares,  shall  determine in good faith will result in fair
               and equitable treatment among the respective holders of shares of
               all such series and classes.

                    (B) The  Corporation  shall not permit any subsidiary of the
               Corporation  to purchase or otherwise  acquire for  consideration
               any  shares  of any  class of  capital  stock of the  Corporation
               unless the Corporation could, under paragraph (A) of this Section
               4, purchase or otherwise  acquire such shares at such time and in
               such manner.

                    Section  5.  Reacquired  Shares.  Any shares of the Series A
               Preferred   Stock   purchased  or   otherwise   acquired  by  the
               Corporation  in  any  manner  whatsoever  shall  be  retired  and
               cancelled  promptly after such purchase or acquisition.  All such
               cancelled shares shall thereupon  become  authorized and unissued
               shares of Preferred  Stock and may be reissued as part of any new
               series of the  Preferred  Stock,  subject to the  conditions  and
               restrictions  on issuance set forth in the  Restated  Articles of
               Incorporation of the  Corporation,  as amended from time to time,
               in any other Articles of Amendment establishing another series of
               the Preferred  Stock (or any series of any other class of capital
               stock of the Corporation) or in any applicable law.

                    Section 6. Liquidation,  Dissolution or Winding Up. Upon any
               liquidation  (whether  voluntary or  otherwise),  dissolution  or
               winding up of the Corporation,  no distribution shall be made (a)
               to the  holders  of shares of any class of  capital  stock of the
               Corporation  ranking  junior  (either  as to  dividends  or  upon
               liquidation, dissolution or winding up of the Corporation) to the
               Series A Preferred  Stock unless,  prior  thereto,  the holder of
               each outstanding share of the Series A Preferred Stock shall have
               received an amount equal to the accrued 

                                        5

<PAGE>


               and unpaid dividends and  distributions  thereon,  whether or not
               declared, to the date of such payment, plus an amount equal to an
               aggregate amount,  subject to adjustment as hereinafter  provided
               in this Section 6, equal to the greater of (i) $1.00 and (ii) 100
               times the  aggregate  per share amount to be  distributed  to the
               holders  of the Common  Stock or (b) to the  holders of shares of
               any class of capital stock of the Corporation ranking on a parity
               (either  as to  dividends  or upon  liquidation,  dissolution  or
               winding up of the Corporation) with the Series A Preferred Stock,
               except distributions made ratably on the Series A Preferred Stock
               and all such parity stock in  proportion  to the total amounts to
               which the  holders  of all such  shares  are  entitled  upon such
               liquidation,  dissolution  or  winding  up. In the event that the
               Corporation  shall at any time after the  effective  date of this
               Articles  of  Amendment  (a)  declare or pay any  dividend on the
               Common  Stock  payable in shares of Common  Stock or (b) effect a
               subdivision,  combination  or  consolidation  of the  outstanding
               shares of Common Stock (by  reclassification or otherwise than by
               payment of a dividend  in shares of Common  Stock) into a greater
               or lesser  number of shares of Common  Stock,  then, in each such
               case, the aggregate  amount per share which the holders of shares
               of the Series A Preferred  Stock shall  thereafter be entitled to
               receive  pursuant  to clause  (a)(ii) of the  preceding  sentence
               shall be the  aggregate  amount per share in effect  pursuant  to
               such  clause  immediately  prior to such  event  multiplied  by a
               fraction, the numerator of which shall be the number of shares of
               Common  Stock  outstanding  immediately  after such event and the
               denominator  of which  shall be the  number  of  shares of Common
               Stock that were outstanding immediately prior to such event.

                    Section 7. Consolidation, Merger, etc. In the event that the
               Corporation  shall  be a  party  to  any  consolidation,  merger,
               combination or other transaction in which the outstanding  shares
               of Common Stock are  converted  or changed into or exchanged  for
               other capital stock,  securities,  cash or other property, or any
               combination  thereof,  then, in each such case, each share of the
               Series A  Preferred  Stock  shall at the same  time be  similarly
               converted or changed into or exchanged  for an aggregate  amount,
               subject to adjustment as hereinafter  provided in this Section 7,
               equal  to 100  times  the  aggregate  amount  of  capital  stock,
               securities,  cash and/or other property (payable in kind), as the
               case may be,  into which or for which each share of Common  Stock
               is being converted or changed or exchanged. In the event that the
               Corporation  shall at any time after the  effective  date of this
               Articles  of  Amendment  (a)  declare or pay any  dividend on the
               Common  Stock  payable in shares of Common Stock or (ii) effect a
               subdivision,  combination  or  consolidation  of the  outstanding
               shares of Common Stock (by  reclassification or otherwise than by
               payment of a dividend  in shares of Common  Stock) into a greater
               or lesser  number of shares of Common  Stock,  then, in each such
               case, the aggregate  amount per share which the holders of shares
               of the Series A Preferred  Stock shall  thereafter be entitled 

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<PAGE>


               to  receive  pursuant  to the  preceding  sentence  shall  be the
               aggregate  amount per share in effect  pursuant to such  sentence
               immediately  prior to such event  multiplied  by a fraction,  the
               numerator  of which shall be the number of shares of Common Stock
               outstanding  immediately  after such event and the denominator of
               which  shall be the  number of shares of Common  Stock  that were
               outstanding immediately prior to such event.

                    Section 8.  No  Redemption.  The  shares  of the  Series  A
               Preferred Stock shall not be redeemable at any time.

                    Section 9. Rank.  Unless otherwise  provided in the Articles
               of Amendment  establishing  another series of the Preferred Stock
               after the  effective  date of this  Articles  of  Amendment,  the
               Series  A  Preferred  Stock  shall  rank,  as to the  payment  of
               dividends and the making of any other  distribution  of assets of
               the  Corporation,  senior to the Common Stock,  but junior to all
               other series of the Preferred Stock.

                    Section 10.   Amendments.   The   Restated   Articles   of
               Incorporation  of the  Corporation  shall not be  amended  in any
               manner  which  would  materially  alter  or  change  the  powers,
               preferences  and rights of the Series A Preferred  Stock so as to
               adversely  affect any thereof without the affirmative vote of the
               holders of at least  two-thirds of the outstanding  shares of the
               Series A Preferred Stock, voting separately as a single class.

                    Section 11.  Fractional  Shares.  Fractional  shares of the
               Series A  Preferred  Stock may be issued,  but,  unless the Board
               shall otherwise determine, only in multiples of one one-hundredth
               of a share.  The holder of any  fractional  share of the Series A
               Preferred   Stock  shall  be   entitled  to  receive   dividends,
               participate in distributions, exercise voting rights and have the
               benefit of all other powers,  preferences  and rights relating to
               the  Series A  Preferred  Stock in the  same  proportion  as such
               fractional share bears to a whole share.



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<PAGE>



     These 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 HOLDINGS COMPANY




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



MEC\HOLDING\AMEND2.ART
12.19.96


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