UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 11-K



(Mark One)
[x]  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended             December 31, 1997
                         ---------------------------------------------------

                                              OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [NO FEE REQUIRED]
For the transition period from                      to
                                -------------------    ---------------------
Commission file number            1-12459
                        ---------------------------


             MIDAMERICAN ENERGY COMPANY EMPLOYEE STOCK PURCHASE PLAN
----------------------------------------------------------------------------
                            (Full title of the plan)



                       MIDAMERICAN ENERGY HOLDINGS COMPANY
----------------------------------------------------------------------------
          (Name of Issuer of the securities held pursuant to the plan)

666 Grand Ave. P.O. Box 657, Des Moines, Iowa                    50303
---------------------------------------------                  ---------
  (Address of principal executive offices)                     (Zip Code)












<PAGE>
                           MIDAMERICAN ENERGY COMPANY
                          EMPLOYEE STOCK PURCHASE PLAN
                        STATEMENTS OF FINANCIAL CONDITION


                                     ASSETS
                                     ------


                                                       As of December 31
                                                    -----------------------
                                                       1997          1996
                                                    ----------    ----------
INVESTMENTS
  MidAmerican Energy Holdings Company
    common stock held by nominee - 497,023
    and 558,323 shares, respectively
        Cost at date of purchase                   $ 7,862,871    $8,508,522
        Unrealized appreciation in market value      3,071,627       354,859
                                                   -----------    ----------

        Market value                                10,934,498     8,863,381

CONTRIBUTIONS RECEIVABLE                                 2,856         2,857
                                                   -----------    ----------
        Total                                      $10,937,354    $8,866,238
                                                   ===========    ==========


                       LIABILITIES AND OWNERSHIP INTEREST
                       ----------------------------------

OWNERSHIP INTEREST                                 $10,937,354    $8,866,238
                                                   ===========    ==========


              The accompanying notes to financial statements are an
                       integral part of these statements.










                                       -2-

<PAGE>


                           MIDAMERICAN ENERGY COMPANY
                          EMPLOYEE STOCK PURCHASE PLAN
                   STATEMENTS OF CHANGES IN OWNERSHIP INTEREST

<TABLE>
<CAPTION>
                                                                              Period From
                                                                               Inception
                                             Year Ended     Year Ended    (July 3, 1995), to
                                             December 31,   December 31,      December 31,
                                                1997           1996               1995
                                             ------------   ----------     -----------------

<S>                                          <C>            <C>               <C>       
BALANCE, beginning of period                 $  8,866,238   $8,148,700        $        -
                                             ------------   ----------        ----------

TRANSFER OF OWNERSHIP
  INTEREST FROM OTHER PLANS                             -            -         6,302,994
                                             ------------   ----------        ----------

CONTRIBUTIONS
  Participants                                  2,095,732    2,129,815         1,192,809
  Company                                         369,835      375,850           210,495
                                             ------------   ----------        ----------
                                                2,465,567    2,505,665         1,403,304
                                             ------------   ----------        ----------

PLAN INCOME
  Dividends on shares held by the Plan            610,319      612,650           275,721
  Realized gain on distributed shares             394,122      137,597            41,459
  Unrealized appreciation (depreciation)
     in market value of investments             2,716,768     (601,049)          955,908
                                             ------------   ----------        ----------
                                                3,721,209      149,198         1,273,088
                                             ------------   ----------        ----------

DISTRIBUTIONS TO PLAN PARTICIPANTS
  Shares distributed                            3,505,341    1,324,675           554,965
  Dividends paid                                  610,319      612,650           275,721
                                             ------------   ----------        ----------
                                                4,115,660    1,937,325           830,686
                                             ------------   ----------        ----------

BALANCE, end of period                        $10,937,354   $8,866,238        $8,148,700
                                              ===========   ==========        ==========

</TABLE>



              The accompanying notes to financial statements are an
                       integral part of these statements.







                                       -3-

<PAGE>


                           MIDAMERICAN ENERGY COMPANY
                          EMPLOYEE STOCK PURCHASE PLAN
                          NOTES TO FINANCIAL STATEMENTS

(1)  THE PLAN

     The  following  brief   description  of  the  MidAmerican   Energy  Company
(MidAmerican)  Employee  Stock  Purchase Plan (the Plan) is provided for general
information  purposes only.  Participants  should refer to the Plan document for
more complete information.

     (a) General and Plan Participants

     On April 24,  1996,  MidAmerican  shareholders  approved a proposal to form
MidAmerican  Energy  Holdings  Company  (Holdings  or the  Company) as a holding
company for MidAmerican and its subsidiaries.  Effective  December 1, 1996, each
share of MidAmerican common stock was exchanged for one share of Holdings common
stock.

     Under the Plan,  eligible employees of the Company and its subsidiaries who
are enrolled in the Plan may purchase  shares of the common stock of the Company
(Common Stock) at 85% of their fair market value. Purchases are made on the last
business day of each monthly  investment period with fair market value being the
average  of the high and low  prices  per share of Common  Stock on the New York
Stock Exchange - Composite  Transactions  on such day or, if there is no sale of
Common Stock on that day,  then on the next  preceding  day on which there was a
sale. The Company contributes the remaining 15% of the fair market value.

     The Plan will  terminate  when the maximum number of shares of Common Stock
to be sold  under  the Plan has been  purchased  or by  action  of the  board of
directors of the Company.  The maximum number of shares of Common Stock which is
currently  authorized to be purchased  pursuant to the Plan is 1,000,000 subject
to adjustment as the result of a stock dividend, split-up or combination. During
1997,  the Company  purchased  shares of Common Stock in the open market to meet
share  obligations  under the Plan. Such share purchases do not  proportionately
reduce the shares available for issuance.

     At  December  31, 1997 and 1996,  there were 1,704 and 2,020  participants,
respectively in the Plan.

     (b) Administration

     The Plan is administered by the Company at the Company's expense.

     (c) Contributions

        Participants'  contributions  to  the  Plan  are  made  through  payroll
deductions  which  are  credited  to a  purchase  account  established  for each
participant. Participants may authorize contributions up to the lesser of 15% of
base pay, as defined in the Plan, or $21,250 annually.

                                       -4-

<PAGE>

     (d) Ownership Interest

     Shares  of  Common  Stock  purchased  for  all  participants  each  monthly
investment period are issued on the last day of that period to a nominee for the
benefit of the  participants.  A separate  account is  maintained to reflect the
Common  Stock  balance of each  participant.  The Company is the nominee for the
Plan.

     (e) Dividends

     Cash  dividends  on  shares of Common  Stock  earned on each  participant's
account are paid to the  participant  by the  Company  or, at the  participant's
election, reinvested in Common Stock. Such reinvested dividends are held in, and
under the terms of, the Company's Shareholder Options Plan.

     (f) Vesting and Withdrawal of Shares

     Participants  have a vested right to all shares of Common Stock credited to
their accounts. Shares of Common Stock held in the Plan cannot be withdrawn from
the Plan until the shares  have been held under the Plan for at least six months
except that, in the event of a participant's  death or termination of employment
or  eligibility,  a  participant's  account  will be totally  distributed.  Upon
withdrawal  from the Plan, all whole shares in a  participant's  account will be
deposited in safekeeping under the Company's Shareholder Options Plan unless the
participant  requests that a certificate  be issued,  and a cash payment will be
made for fractional shares.

     (g) Legal and Income Tax Status

     The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974. The Company believes that the Plan qualifies under Section
423 of the Internal Revenue Code (the Code) as a non-compensatory employee stock
purchase plan. An employee's  federal income tax status with respect to the Plan
would be  determined  by such  section of the Code.  The Plan is not  subject to
federal income tax.

(2)  ACCOUNTING POLICIES

     (a) Basis of Accounting

     The  statements  are  presented  on the accrual  basis of  accounting,  and
accordingly,  contributions of participants and the Company are reflected in the
year in which the participants  earned the related wages. The Plan's  obligation
to  purchase  Common  Stock  with the  accrued  contributions  is  reflected  in
Ownership  Interest.  The  cost  of  Common  Stock  distributed  by the  Plan is
determined on an average cost basis.

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
changes in ownership interest. Actual results could differ from those estimates.

                                       -5-

<PAGE>

     (b) Valuation of Investments

     Common Stock held under the Plan is reported at market value as  determined
by the  closing  price at  year-end  on the New York Stock  Exchange - Composite
Transaction listing. The market value per share as of December 31, 1997 and 1996
was $22 and $15.875, respectively.

                                      -6-

<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS

To MidAmerican Energy Company:

We have  audited  the  accompanying  statement  of  financial  condition  of the
MidAmerican  Energy  Company  Employee  Stock  Purchase  Plan  (the  Plan) as of
December 31, 1997,  and the related  statement of changes in ownership  interest
for the year then ended.  These financial  statements are the  responsibility of
the  Plan's  management.  Our  responsibility  is to express an opinion on these
financial statements based on our audit. 

We  conducted  our  audit in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  condition of the Plan as of December 31,
1997,  and the  changes  in  ownership  interest  for the  year  then  ended  in
conformity with generally accepted accounting principles.




Kansas City, Missouri                         /s/ Coopers & Lybrand L.L.P.
                                              ----------------------------
March 20, 1998                                    COOPERS & LYBRAND L.L.P.



                                       -7-

<PAGE>

                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To MidAmerican Energy Company:

We have  audited  the  accompanying  statement  of  financial  condition  of the
MidAmerican Energy Company Employee Stock Purchase Plan as of December 31, 1996,
and the related statement of changes in ownership  interest for the twelve month
period ended December 31, 1996 and from inception (July 3, 1995) to December 31,
1995.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the MidAmerican Energy Company
Employee  Stock  Purchase  Plan as of  December  31,  1996,  and the  changes in
ownership interest for the twelve month period ended December 31, 1996, and from
inception  (July 3, 1995) to December 31, 1995,  in  conformity  with  generally
accepted accounting principles.


                                                /s/ Arthur Andersen LLP
                                                -----------------------
                                                ARTHUR ANDERSEN LLP

Chicago, Illinois
March 14, 1997



                                      -8-


<PAGE>


                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, MidAmerican
Energy  Holdings  Company has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.



                                              MIDAMERICAN ENERGY COMPANY
                                              EMPLOYEE STOCK PURCHASE PLAN



Date  March 20, 1998                          By /s/ A. L. Wells
                                                --------------------------
                                                  A. L. Wells
                                                  Senior Vice President and
                                                  Chief Financial Officer




                                       -9-

<PAGE>


EXHIBITS INDEX

The following exhibit is filed herewith:

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

        23.2     Consent of Arthur Andersen LLP




                                       -10-

<PAGE>

                                                                 Exhibit 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the  incorporation by reference in the  registration  statement of
MidAmerican  Energy  Holdings  Company  on Form S-8 (File No.  33-60849)  of our
report  dated  March 20,  1998 on our audit of the  MidAmerican  Energy  Company
Employee  Stock  Purchase  Plan as of  December  31,  1997 and for the year then
ended, which report is included in this Annual Report on Form 11-K.




Kansas City, Missouri                          /s/ Coopers & Lybrand L.L.P.
April 23, 1998                                 ----------------------------
                                                   COOPERS & LYBRAND L.L.P.


                                      -11-
<PAGE>

                                                                  Exhibit 23.2


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT




As independent public accountants, we hereby consent to the incorporation of our
report  included in this Annual  Report on Form 11-K,  into  MidAmerican  Energy
Company's previously filed Form S-8 Registration Statement File No. 33-60849.




                                                /s/ Arthur Andersen LLP
                                                -----------------------
                                                ARTHUR ANDERSEN LLP


Chicago, Illinois
April 21, 1998

                                      -12-