Securities and Exchange Commission

                     Washington, DC  20549

                            Form 8-K

                         Current Report

             Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act 1934


                 Date of Report March 26, 1999
               (Date of earliest event reported)



              MidAmerican Energy Holdings Company
     (Exact name of registrant as specified in its charter)



    Iowa                    0-25551            94-2213782
(State or other          (Commission File    (IRS Employer
 jurisdiction of                Number)     Identification No.)
 incorporation or
 organization)



 666 Grand Avenue      Des Moines, IA            50309
(Address of principal executive offices)       Zip Code




Registrant's Telephone Number, including area code:    (515) 242-4300




                              N/A
 (Former name or former address, if changed since last report)
                                
Item 5.   Other Events.

     Cautionary Statements.  In connection with the "safe harbor"
provisions  of  the Private Securities Litigation Reform  Act  of
1995 (the "Reform Act"), MidAmerican Energy Holdings Company (the
"Company")  is  hereby  filing cautionary statements  identifying
important  factors that could cause the Company's actual  results
to differ materially from those expressed or implied by  forward-
looking  statements of the Company made by or on  behalf  of  the
Company,  whether oral or written.  The Company wishes to  ensure
that any forward-looking statements are accompanied by meaningful
cautionary statements in order to maximize to the fullest  extent
possible  the protections of the safe harbor established  in  the
Reform  Act.   Accordingly, any such statements are qualified  in
their  entirety  by  reference to, and are  accompanied  by,  the
following  important factors, among others, that could cause  the
Company's   actual  results  to  differ  materially  from   those
expressed  or  implied  by   forward-looking  statements  of  the
Company made by or on behalf of the Company.

      The  Company cautions that the following important factors,
among others (including but not limited to factors mentioned from
time  to  time in the Company's reports filed with the Securities
and  Exchange  Commission),  could affect  the  Company's  actual
results and could cause the Company's actual consolidated results
to  differ  materially from those expressed or  implied  by   any
forward-looking statements of the Company made by or on behalf of
the  Company.   The  factors included here  are  not  exhaustive.
Forward looking statements, by their nature, are speculative  and
are  based  on then current expectations involving  a  number  of
known  and  unknown risks and uncertainties that could cause  the
actual   results  and  performance  of  the  Company  to   differ
materially  from  any  expected future  results  or  performance,
expressed   or   implied,  by  the  forward-looking   statements.
Further, any forward-looking statement speaks only as of the date
on  which  such statement is made, and the Company undertakes  no
obligation  to update any forward-looking statement or statements
to  reflect events or circumstances after the date on which  such
statement  is  made or to reflect the occurrence of unanticipated
events.   New  factors emerge from time to time  and  it  is  not
possible for management to predict all of such factors,  nor  can
it  assess the impact of each such factor on the business or  the
extent to which any factor, or combination of factors, may  cause
actual  results  to  differ materially from  those  expressed  or
implied by   any forward-looking statements.  Therefore, forward-
looking  statements should not be relied upon as a prediction  of
actual future results.

      1.    Acquisitions.  The Company's recent growth  has  been
achieved,  in part, through strategic acquisitions in the  energy
industry  which  complement and diversify the Company's  existing
business.   The Company intends to continue to pursue its  growth
by   acquisition  strategy  for  the  foreseeable  future.    The
Company's    ability   to   pursue   acquisition    opportunities
successfully  will  depend  on  many  factors,  including,  among
others,   the   Company's  ability  to  (i)   identify   suitable
acquisition   opportunities,  (ii)  consummate  the  acquisition,
including   obtaining  any  necessary  financing  and  regulatory
approvals on satisfactory terms, and (iii) successfully integrate
acquired businesses.  The acquisition and integration of acquired
businesses  entails numerous risks, including, among others,  the
risk  of  diverting  management's attention from  the  day-to-day
operations  of the Company, the risk that the acquired businesses
will  require  substantial capital and financial investments  and
the  risk that the investments will fail to perform in accordance
with  expectations.   There  can  be  no  assurance  that  future
acquisition   opportunities,  if  any,  can  be  consummated   on
favorable terms or that the Company's integration efforts will be
as successful as expected.

      2.    Development  Uncertainty.  The  Company  is  actively
seeking  to  develop,  construct,  own  and  operate  new  energy
projects     (including,    without    limitation,    generation,
distribution,   exploration/production,   storage   and    supply
projects,   and   related   services),  both   domestically   and
internationally,  the completion of any of which  is  subject  to
substantial risk.  Development can require the Company to  expend
significant  sums  for preliminary engineering, permitting,  fuel
supply,  resource  exploration,  legal  and  other  expenses   in
preparation for competitive bids which the Company may not win or
before  it  can  be  determined whether a  project  is  feasible,
economically attractive or capable of being financed.  Successful
development  and  construction is contingent  upon,  among  other
things,  negotiation  on terms satisfactory  to  the  Company  of
engineering, construction, fuel supply and power sales  or  other
contracts  with other project participants,  receipt of  adequate
security for the obligations of project participants, receipt  of
required   governmental   permits   and   consents   and   timely
implementation of construction.  Projects under construction  are
subject  to  customary risks associated with the construction  of
power  plants  including  risks  of  delay  in  completion,  cost
overruns  and failures to perform in accordance with the contract
terms.   Further,  there can be no assurance  that  the  Company,
which  is  substantially leveraged, will  obtain  access  to  the
substantial  debt  and  equity capital required  to  continue  to
develop  and construct  energy projects or to refinance projects.
The  future  growth of the Company is dependent, in  large  part,
upon  the  demand  for significant amounts of additional   energy
(including  the generation, distribution, exploration/production,
storage  and supply thereof) and related services and its ability
to  obtain contracts or favorable markets to service  portions of
this  demand  .   There can be no assurance that  development  or
construction efforts on any particular project, or the  Company's
development efforts generally, will be successful.

      3.    Uncertainties Related to Doing Business  Outside  the
United   States.    The  Company  has  various   projects   under
construction  outside  the United States, a  number  of  projects
under award outside the United States and a number of projects in
operation  outside the United States.  The financing, development
and  operation of projects conducting business outside the United
States   entails   significant  political  and  financial   risks
(including,  without  limitation, uncertainties  associated  with
privatization   efforts  in  the  countries  involved,   currency
exchange  rate  fluctuations, currency repatriation restrictions,
changes  in  law  or  regulation, changes in  government  policy,
political  instability,  civil unrest,  contract  abrogation  and
expropriation) and other risk/structuring issues  that  have  the
potential to cause substantial delays in respect of, or  material
impairment   of,  the  value  of  the  project  being  developed,
constructed or operated, which the Company may not be capable  of
fully insuring against.  The uncertainty of the legal environment
in  certain  foreign countries in which the Company  owns  or  is
developing  or  may develop or acquire, directly  or  indirectly,
projects  in  the  future could make it more  difficult  for  the
Company  to enforce its rights under agreements relating to  such
projects.   In  addition,  the laws and  regulations  of  certain
countries may limit the ability of the Company to hold a majority
interest  in some of the projects that it may develop or  acquire
(as is the case with "qualifying facility" projects in the U.S.).
The  Company's international projects may, in certain  cases,  be
delayed,  suspended  or  terminated  by  the  applicable  foreign
governments or may be subject to risks of contract abrogation  or
other  uncertainties resulting from changes in government  policy
or  personnel  or  other reasons.  (In this regard,  the  Company
notes  that  there are significant uncertainties associated  with
the Dieng, Patuha and Bali projects in Indonesia as a result of a
series  of actions taken by the Government of Indonesia  in  1997
and  1998  (including  nonpayment of all monthly  "take  or  pay"
invoices  for  Dieng  Unit I, which became operational  in  March
1998) which have effectively abrogated the contracts held by such
projects.)   Furthermore,  the central  monetary  authorities  of
certain countries may have the authority in certain circumstances
to  suspend, restrict or otherwise impose conditions  on  foreign
exchange  transactions  or  to approve distributions  to  foreign
investors.   Although  the  Company may structure  certain  power
purchase  agreements  and  other project  revenue  agreements  to
provide for payments to be made in, or indexed to, United  States
dollars  or  a  currency freely convertible  into  United  States
dollars, there can be no assurance that the Company will be  able
to  achieve this structure in all cases or that a power purchaser
or  other  customer will be able to obtain sufficient dollars  or
other  hard currency or that available dollars will be  allocated
to  pay  such obligations.  In addition, the Company's investment
in certain international companies (including without limitation,
Northern  Electric plc ("Northern")), where payments  are  to  be
made  in  the foreign currency and any dividends or distributions
of  earnings  in respect of such investment may be  significantly
affected by fluctuations in the exchange rate between the  United
States  dollar and the British pound or other applicable  foreign
currency.    Although   the  Company  may  enter   into   certain
transactions  to  hedge  risks  associated  with  exchange   rate
fluctuations,  there can be no assurance that  such  transactions
will be successful in reducing or eliminating such risks.

      4.    Leverage.   The  Company is substantially  leveraged,
which  presents  the  risk that the Company  might  not  generate
sufficient cash to service the Company's indebtedness or that its
leveraged  capital structure could limit its ability  to  finance
future   acquisitions,  develop  additional   projects,   compete
effectively  and  operate  successfully  under  adverse  economic
conditions.

      5.    Holding Company Structure.  The Company is a  holding
company  which derives substantially all of its operating  income
from  its  subsidiaries and joint ventures.  The Company  expects
that  its future development efforts will be similarly structured
to  involve holding companies, operating subsidiaries  and  joint
ventures.   The  Company is dependent on the  earnings  and  cash
flows   of,   and  dividends  from,  its  direct   and   indirect
subsidiaries  and joint ventures to generate the funds  necessary
to  meet its obligations.  The availability of distributions from
such entities is subject to the satisfaction of various covenants
and  conditions  contained  in the applicable  subsidiaries'  and
joint  ventures' financing documents and to certain statuary  and
regulatory  restrictions.  Furthermore, the  Company  anticipates
that   future  project  level  financing  will  contain,  certain
conditions and similar restrictions on the distribution  of  cash
to the Company.  Any right of the Company to receive any funds or
other assets of any of its subsidiaries or other affiliates  upon
any  liquidation  or  reorganization  of  the  Company  will   be
effectively  subordinated to the claims of any such  subsidiary's
or   other   affiliates'  creditors  and  preferred  stockholders
(including trade creditors and holders of debt or preferred stock
issued by such subsidiary or other affiliate).

     6.   Exploration, Development and Operation Uncertainties of
Geothermal  Resources.  Geothermal exploration,  development  and
operations  are  subject  to  uncertainties  similar   to   those
typically   associated   with  oil  and   gas   exploration   and
development,  including  dry  holes  and  uncontrolled  releases.
Because  of the geological complexities of geothermal reservoirs,
the   geographic  area  and  sustainable  output  of   geothermal
reservoirs  can  only  be  estimated and cannot  be  definitively
established.   There  is, accordingly, a risk  of  an  unexpected
decline  in  the  capacity of geothermal  wells  and  a  risk  of
geothermal   reservoirs  not  being  sufficient   for   sustained
generation  of  the  electrical  power  capacity  expected.    In
addition,   both  the  cost  of  operations  and  the   operating
performance of geothermal power plants may be adversely  affected
by  a  variety  of  resource operating factors.   Production  and
injection  wells can require frequent maintenance or replacement.
Corrosion caused by high-temperature and high-salinity geothermal
fluids may compel the replacement or repair of certain equipment,
vessels or pipelines.  New production and injection wells may  be
required  for  the  maintenance  of  operating  levels,   thereby
requiring substantial capital expenditures.

     7.     Exploration,  Development  and  Production   of   Gas
Resources.   The exploration, development and production  of  gas
resources  involve resource-based and geologic risks  similar  to
those  for  geothermal resources described above,  including  dry
holes,  uncontrolled  releases  and  uncertainties  relating   to
resource production, required capital and operating expenditures,
and  resource  quality, quantity, extractability,  sustainability
and extent of reserves.

      8.    General Operating Uncertainties.  The operation of  a
utility  (including  transmission and  distribution  systems)  or
power  generating facilities involves many risks,  including  the
breakdown  or  failure of power generation equipment,  pipelines,
transmission  and  distribution  lines  or  other  equipment   or
processes,  fuel  interruption, and  performance  below  expected
levels  of  output or efficiency, operator error and catastrophic
events  such  as severe storms, fires, earthquakes or explosions.
The  occurrence of any of these events could significantly reduce
or  eliminate  revenues generated by the Company or significantly
increase the expenses of the Company, thereby adversely affecting
the ability to receive distributions from project companies.  The
Company  currently  possesses  property,  business  interruption,
catastrophic and general liability insurance.  There  can  be  no
assurance  that  such comprehensive insurance  coverage  will  be
available in the future at commercially reasonable costs or terms
or  that  the amounts for which the Company is or will be insured
will cover all potential losses.  Sales and revenues of a utility
may  also  be adversely affected by general economic,  regulatory
and  business conditions and weather conditions in its territory.
Each generating facility may depend on a single or limited number
of  entities to purchase electricity or thermal energy, to supply
water, to supply or transport gas, coal or other fuels to dispose
of wastes or to wheel electricity.  The failure of any such third
party  to  fulfill  its  contractual  obligations  could  have  a
material adverse impact on the Company.

      9.    Fuel Supply Operations.  The primary fuel source  for
certain  of  the Company's affiliate's generating  facilities  is
natural  gas  or coal and a substantial portion of the  operating
expenses  of  such facilities consists of the costs of  obtaining
natural  gas  or coal through gas and coal supply agreements  and
transporting   that   gas   or  coal  to   the   projects   under
transportation  agreements.  Although the Company  believes  that
its  affiliates have contracted for natural gas and  coal  supply
and  transportation in sufficient quantities to satisfy the needs
of  its  affiliates  generating  facilities,  the  gas  and  coal
suppliers  are  not  required in all cases to  provide  dedicated
reserves in support of their contractual obligations.  Unless the
gas  or coal generating facilities were able to obtain substitute
volumes   of  natural  gas  and  coal,  including  the  requisite
transportation  services,  for  such  volumes  at  a  price   not
materially  higher than the sum of the contract price  under  the
existing gas and coal supply agreements and any damages  paid  by
the  supplier for failure to deliver, the sustained failure of  a
supplier  to deliver natural gas or coal in accordance  with  its
contract  could have a material adverse effect on the cash  flows
to  the  Company.  In addition, under certain gas and coal supply
contracts  the Company is obligated to pay for a certain  minimum
quantity  of  natural gas and coal even if it cannot utilize  it.
The  Company  intends  to  manage its requirements  for  contract
volumes  under the gas and coal supply agreements so as  to  meet
the   minimum   take  requirements  through  a   combination   of
utilization of nominated volumes in operations and resales of the
remainder  of the volumes to third-party customers, if necessary.
Finally,  the  state, federal and foreign regulatory  authorities
that  have  jurisdiction over natural gas and coal transportation
have  the  right  to  modify aspects  of  the  rates,  terms  and
conditions  of  those  contracts.  It is  possible  that  such  a
modification  could  materially increase the fuel  transportation
costs  of  the  projects  or  give the  transporter  a  right  to
terminate  or  suspend  or  decrease its  performance  under  its
contract.

     10.     Competition   and   Industry   Restructuring.    The
international   power  production  market  is  characterized   by
numerous strong and capable competitors, many of which have  more
extensive   and  more  diversified  developmental  or   operating
experience  (including  international  experience)  and   greater
financial  resources than the Company.  Many of these competitors
also  compete in the U.S. market.  Further, in recent years,  the
domestic  power  production industry has  been  characterized  by
strong  and increasing competition with respect to the  company's
efforts  to  obtain new power sales agreements.  In that  regard,
many utilities often engage in "competitive bid" solicitations to
satisfy    new   capacity   demands.    In   addition,   industry
restructuring  activity  may  cause certain  utilities  or  other
contract parties to attempt to renegotiate contracts or otherwise
fail  to  perform their contractual obligations,  which  in  turn
could adversely affect the Company's results of operations.
     
     Throughout the United States, the utility industry continues
to move towards a competitive environment. Although the extent of
restructuring  varies  between states, increased  competition  is
becoming  a  reality in virtually every region  of  the  country.
Numerous  states have passed restructuring legislation,  some  of
which   initiated  a  phase-in  of  customer  choice   in   1998.
Legislators  and regulators in many other states  are  addressing
the  issue.  As part of many restructuring legislation  packages,
electric  utilities are required to unbundle traditional services
previously  provided  as a "packaged product"  under  their  rate
tariffs.  Unbundling  allows customers  to  choose  their  energy
supplier  and  the level of energy delivery and  retail  services
they  desire.  Gas utilities are also experiencing separation  of
the merchant and delivery functions for all classes of customers.

      The  generation  segment of the electric industry  will  be
significantly  impacted  by  competition.  The  introduction   of
competition   in  the  wholesale  market  has   resulted   in   a
proliferation  of power marketers and a substantial  increase  in
market  activity. As retail competition evolves, margins will  be
pressured  by  competition from other utilities, power  marketers
and self-generation. In addition, many states are implementing or
considering regulatory initiatives that would increase access  to
electric  utilities'  transmission and distribution  systems  for
independent  power  producers,  utilities,  power  marketers  and
electricity customers.  Although the anticipated changes  in  the
U.S.  electric  utility industry may create  opportunities,  they
will  also  create additional challenges and risks for utilities.
Competition will put pressure on margins for traditional electric
services.

      These and other industry restructuring efforts by states in
the  midwest (such as Iowa and Illinois) where MidAmerican Energy
Company ("MidAmerican Energy") has or expects to have substantial
operations  could materially impact the results of operations  of
the Company and MidAmerican Energy in a manner which is difficult
to  predict,  since such efforts will depend  on  the  terms  and
timing of such restructuring.

      11.   MidAmerican  Energy  Company Regulatory  Environment.
MidAmerican  Energy  is  subject to comprehensive  regulation  by
several   utility   regulatory   agencies   which   significantly
influences  the  operating environment and the recoverability  of
costs from utility customers. That regulatory environment has  to
date, in general, given MidAmerican Energy an exclusive right  to
serve electricity customers within its service territory and,  in
turn,  the  obligation  to  provide  electric  service  to  those
customers.

      In Illinois, the electric retail business is opening up  to
competition which will be phased in between October 1999 and  May
2000.

     In   Iowa,   if   MidAmerican   Energy's   annual   electric
jurisdictional return on common equity exceeds 12%, then an equal
sharing between customers and shareholders of earnings above  the
12%  level  begins;  if  it  exceeds  14%,  then  two-thirds   of
MidAmerican's  share  of  those  earnings  will   be   used   for
accelerated  recovery of certain regulatory assets.   MidAmerican
Energy is precluded from filing for increased rates prior to 2001
unless  the return on common equity falls below 9%. Other parties
signing  the  agreement are prohibited from  filing  for  reduced
rates  prior  to 2001 unless the return on common  equity,  after
reflecting credits to customers, exceeds 14%.

     Prior to July 11, 1997, MidAmerican Energy recouped its fuel
costs  for  electricity generation from its Iowa customers  on  a
current  basis  through  the Iowa energy adjustment  clause,  and
thus,  fuel  costs had little impact on net income.  Since  then,
base rates for Iowa customers include a factor for recovery of  a
representative level of fuel costs. However, to the extent actual
fuel   costs  vary  from  that  factor,  earnings  are  impacted.
However,  there  is  no assurance that future  regulatory  action
could  not  have a material adverse effect on the Company's  fuel
costs or results of operations.

      MidAmerican Energy provides gas service at retail  pursuant
to non-exclusive municipal franchises.

     In connection with the recent approval by the Iowa Utilities
Board of the MidAmerican Merger, MidAmerican Energy agreed, among
other  things,  to  use  all commercially reasonable  efforts  to
maintain an investment grade credit rating for MidAmerican Energy
and  its  long-term  debt and to seek the approval  of  the  Iowa
Utilities  Board  of  a reasonable utility capital  structure  if
MidAmerican   Energy's  common  equity  level   decreases   below
specified   levels   (42%   and  39%,  respectively,   of   total
capitalization) under certain circumstances.

      Statement of Financial Accounting Standards (SFAS)  No.  71
sets   forth  accounting  principles  for  operations  that   are
regulated  and meet certain criteria.  For operations  that  meet
the criteria, SFAS 71 allows, among other things, the deferral of
costs that would otherwise be expensed when incurred.  A possible
consequence  of  the  changes  in the  utility  industry  is  the
discontinued   applicability  of  SFAS  71.   The   majority   of
MidAmerican   Energy's  electric  and  gas   utility   operations
currently meet the criteria of SFAS 71, but its applicability  is
periodically  reexamined.  If utility operations no  longer  meet
the criteria of SFAS 71, MidAmerican Energy would be required  to
write off the related regulatory assets and liabilities from  its
balance sheet and thus, a material adjustment to earnings in that
period could result.

        12.    Northern   Regulatory   Environment.    Northern's
electricity  distribution and supply businesses  are  subject  to
extensive regulation in the United Kingdom.

           Pricing  Regulation  of  Distribution.   Revenue  from
     Northern's distribution business is controlled by a  formula
     (the  "Distribution Price Control Formula") which determines
     the maximum average price per unit of electricity (expressed
     in   kilowatt  ("kW")  hours,  a  "unit")  that  a  regional
     electricity  company  (a "REC") in the  United  Kingdom  may
     charge.   The Distribution Price Control Formula is expected
     to have a five year duration and is subject to review by the
     Director General of Electricity Supply (the "Regulator")  at
     the  end of each five-year period and at other times in  the
     discretion of the Regulator.  At each review, the  Regulator
     can  propose  adjustments to the Distribution Price  Control
     Formula.  In July 1994, a review resulted in a 17% reduction
     in  allowed  distribution income compared  to  the  original
     formula,  before allowing for inflation, effective April  1,
     1995.  In July 1995, a further review of distribution prices
     was  concluded  by the Regulator for fiscal  years  1997  to
     2000.   As  a  result  of  this further  review,  Northern's
     allowed  distribution income was reduced by  a  further  13%
     effective April, 1996, with additional reductions  for  each
     of   fiscal  years  1998-2000  of  3%  after  allowing   for
     inflation.  There can be no assurance that any future  price
     reviews  by  the Regulator will not have a material  adverse
     effect on the Company's results of operations.
     
     Competition  in  Supply.  The market for  customers  with  a
     maximum  demand above 1 MW has been open to competition  for
     suppliers of electricity since privatization, and prices  to
     these  customers are not subject to regulation.  The  market
     for  customers with a maximum demand of above 100 kW  became
     competitive  in  April 1994.  The market for customers  with
     demand of less than 100 kW is being progressively opened  to
     competition  by  geographic area, with  competition  in  all
     areas  expected  by  the  summer of  1999.  Within  Northern
     Electric's authorized supply area, prices to these  domestic
     and  small non-domestic customers are subject to a price cap
     which  requires  tariffs prevailing at  August  1997  to  be
     reduced by 4.2% after allowing for inflation, effective from
     April 1, 1998, with a further reduction of 3% after allowing
     for inflation, effective from April 1, 1999. There can be no
     assurance  that  competition among suppliers of  electricity
     will  not  have  a material adverse effect on the  Company's
     results of operations.  The domestic gas market is also open
     to   competition   and  there  can  be  no  assurance   that
     competition among suppliers of gas will not have a  material
     adverse effect on the Company's results of operations.
     
     Pool  Purchase Price Volatility.  Northern's supply business
     generally  involves entering into fixed price  contracts  to
     supply  electricity to its customers.  Northern obtains  the
     electricity to satisfy its obligations under such  contracts
     primarily by purchases from the wholesale trading market for
     electricity in England and Wales (the "Pool").  Because  the
     price  of  electricity purchased from the Pool, Northern  is
     exposed  to risk arising from differences between the  fixed
     price  at which it sells and the fluctuating prices at which
     it  purchases  electricity, unless it can effectively  hedge
     such  exposure.  In addition, the United Kingdom  government
     has  announced plans to reform the wholesale trading  market
     for  electricity  by  eliminating the Pool  and  creating  a
     bilateral wholesale trading market.  The announced date  for
     elimination of the Pool is April, 2000.  Elimination of  the
     Pool  will create risks of a mismatch between the prices  at
     which   Northern   purchases  electricity   from   wholesale
     suppliers  and the price at which it has, or will,  contract
     to sell electricity to its customers.  Northern's ability to
     manage such risks at acceptable levels will depend, in part,
     on  the  specifics  of  the supply contracts  that  Northern
     enters  into, Northern's ability to implement and manage  an
     appropriate  contracting  and  hedging  strategy,  and   the
     development  of an adequate market for hedging  instruments.
     There can be no assurance that this risk will be effectively
     mitigated.

          Changes in Government Policy. There can be no assurance
     that  possible changes in tax or utility regulation  by  the
     United  Kingdom  government,  by  whichever  party   it   is
     controlled, would not cause a material adverse effect on the
     Company's results of operations.

      13.  Impact of Environmental, Energy and Other Regulations.
The  Company  is subject to a number of environmental  and  other
laws  and  regulations affecting many aspects of its present  and
future  operations, including the disposal of  various  forms  of
waste,  the construction or permitting of new facilities and  the
drilling and operation of new and existing wells.  Such laws  and
regulations  generally require the Company to obtain  and  comply
with  a  wide  variety of licenses, permits and other  approvals.
The  Company  also  remains subject to a number  of  complex  and
stringent  laws  and regulations that both public  officials  and
private  individuals  may  seek to  enforce.   There  can  be  no
assurance that existing regulations will not be revised  or  that
new  regulations will not be adopted or become applicable to  the
Company  which  could have an adverse impact on  its  operations.
The structure of federal and state energy regulation is currently
undergoing change and has in the past, and may in the future,  be
the  subject of various challenges, initiatives and restructuring
proposals  by  utilities  and other industry  participants.   The
implementation  of  regulatory  changes  in  response   to   such
challenges, initiatives and restructuring proposals could  result
in the imposition of more comprehensive or stringent requirements
on   the   Company,   electric  utilities   or   other   industry
participants,  which would result in increased  compliance  costs
and could have a material adverse effect on the Company's results
of  operations.   In  addition,  regulatory  compliance  for  the
construction  of  new facilities is a costly  and  time-consuming
process,   and   intricate  and  rapidly  changing  environmental
regulations  may  require major expenditures for  permitting  and
create  the  risk of expensive delays or material  impairment  of
project  value  if  projects cannot function as  planned  due  to
changing regulatory requirements or local opposition.

      The  Public  Utility Regulatory Policies Act  of  1978,  as
amended ("PURPA"), and the Public Utility Holding Company Act  of
1935,  as  amended ("PUHCA"), are two of the laws (including  the
regulations thereunder) that affect the Company's and certain  of
its   subsidiaries  operations.   PURPA  provides  to  qualifying
facilities ("QFs") certain exemptions from federal and state laws
and  regulations,  including organizational, rate  and  financial
regulation.  PUHCA regulates public utility holding companies and
their  subsidiaries.  The Company currently is exempt from  PUCHA
based  on  the intrastate exemption and is not and  will  not  be
subject  to  regulation as a holding company under PUHCA  (except
for  Section  92)  as  long  as  its  utility  operations  remain
predominately in the state of Iowa, the domestic power plants  it
owns are QFs under PURPA (and the Company's ownership interest is
limited  to  50%) or are exempted as exempt wholesale  generators
("EWGs"), and its foreign utility operations are exempted as EWGs
or  foreign  utility  companies or are otherwise  exempted  under
PUHCA.   QF  status  is conditioned on meeting  certain  criteria
including  the maximum ownership limitations which apply  to  the
Company now that it owns MidAmerican Energy Company.  In addition
to  these  limitations, the QF status of the Company's affiliates
facilities  depends  upon certain other  criteria  and  would  be
jeopardized,   for  example,  in  the  case  of   the   Company's
cogeneration  facilities  by the loss  of  a  steam  customer  or
reduction of steam purchases below the amount required by  PURPA.
The  Company's  four  cogeneration facilities  have  steam  sales
agreements  with existing industrial hosts which agreements  must
be  maintained  in  effect or replaced in order  to  maintain  QF
status.   In the event the Company were unable to avoid the  loss
of  QF status for one or more of its affiliates facilities,  such
an  event could result in termination of a given project's  power
sales  agreement  and  a default under the  project  subsidiary's
project financing agreements, which could have a material adverse
effect on the Company.

      In  addition to Congressional initiatives, many states  are
implementing  or considering regulatory initiatives  designed  to
increase  competition in the domestic power  generation  industry
and  increase  access  to  electric utilities'  transmission  and
distribution   systems  for  independent  power   producers   and
electricity consumers.  The Company cannot predict the final form
or  timing of the proposed industry restructuring or the  results
of its operations.

      The  Company  is  subject to a number of environmental  and
other  laws  and  regulations  affecting  many  aspects  of   the
Company's  present and future operations, including the operation
of  coal-fired generating facilities, including the  disposal  of
various  forms  of waste, the construction or permitting  of  new
facilities  and air and water quality. Such laws and  regulations
generally  require the Company to obtain and comply with  a  wide
variety  of  licenses, permits and other approvals.  The  Company
will  also  be subject to a number of complex and stringent  laws
and   regulations   that  both  public  officials   and   private
individuals may seek to enforce. There can be no assurances  that
existing  regulations will not be revised or that new regulations
will  not  be  adopted or become applicable to the Company  which
could   have   an   adverse  impact  on   its   operations.   The
implementation of regulatory changes imposing more  comprehensive
or  stringent  requirements on the Company, to  the  extent  such
changes  would result in increased compliance costs or additional
operating  restrictions, could have a material adverse effect  on
the Company's results of operations.

      In addition, regulatory compliance for the construction  of
new  facilities  is  a  costly  and time-consuming  process,  and
intricate  and  rapidly  changing environmental  regulations  may
require major expenditures for permitting and create the risk  of
expensive  delays  or  material impairment of  project  value  if
projects  cannot  function as planned due to changing  regulatory
requirements or local opposition.

      14.  Nuclear Risks.  In particular, regulatory requirements
applicable  in the future to nuclear generating facilities  could
adversely  affect the results of operations of  the  Company  and
MidAmerican  Energy.   Following  the  MidAmerican  Merger,   the
Company  became subject to certain generic risks associated  with
utility  nuclear  generation, including risks  arising  from  the
operation  of  nuclear facilities and the storage,  handling  and
disposal  of  high-level  and  low-level  radioactive  materials;
limitations  on  the amounts and types of insurance  commercially
available  in  respect of losses that might arise  in  connection
with  nuclear operations; and uncertainties with respect  to  the
technological  and  financial aspects of decommissioning  nuclear
plants at the end of their licensed lives. The Nuclear Regulatory
Commission  ("NRC")  has broad authority  under  federal  law  to
impose   licensing  and  safety-related  requirements   for   the
operation  of nuclear generating facilities and in the  event  of
non-compliance, has the authority to impose fines or shut down  a
unit,  or both, depending upon its assessment of the severity  of
the  situation,  until  compliance is  achieved.  Revised  safety
requirements   promulgated  by  the  NRC  have,  in   the   past,
necessitated substantial capital expenditures at nuclear  plants,
including  those in which the Company's affiliate has a long-term
power purchase contract or ownership interest, such as the Cooper
and Quad-Cities units, and additional such expenditures could  be
required in the future. In addition, although the Company has  no
reason  to anticipate a serious nuclear incident at the units  in
which the Company has an interest, if such an incident did occur,
it  could  have  a material but presently undeterminable  adverse
effect on the Company's financial condition.

      15.   Year 2000.     The "Year 2000" issue arises from  the
widespread  use of computer programs that rely on two-digit  date
codes to perform computations or decision-making functions.  Many
of  these  programs  may  fail due to an inability  to  interpret
properly  date codes beginning January 1, 2000. The  Company  has
undertaken   an   extensive  ongoing  project  to   address   its
information  technology  ("IT") and  non-IT  (including  embedded
technology)  systems potentially affected by the year  2000  date
change.  The Company has completed the inventory, assessment  and
planning  phases  for substantially all of the Company's  systems
and   currently   expects   to  complete   the   resolution   and
implementation  phases for nearly all of the  Company's  high-and
medium-priority systems to ensure that such systems are  suitable
for  continued  use into the year 2000 by June 30, 1999.  Despite
the  comprehensive nature of the Company's year 2000 project,  it
is  possible  that the Company may experience random,  widespread
and/or  simultaneous  failures  in its  subsidiaries  generation,
transmission  and  distribution systems during January  2000,  or
later  or  that  third  party failures may  effect  the  Company.
Although   the  Company  is  developing  contingency  plans   for
anticipated   risks   of  interruption  to  the   generation   or
distribution  of energy, the Company cannot give assurances  that
outages  will  not  occur. Although the impact on  the  Company's
future  operations and revenues is unknown, any  failure  of  the
Company's  systems  to perform because of year 2000  implications
could  result  in  operating problems and costs material  to  the
Company.  Although  the Company believes its  compliance  project
will  be  completed sufficiently in advance of January  1,  2000,
unforeseen  and other factors could cause delays in  the  project
and/or require material expenditures by the Company, which  could
have  a  material  adverse  effect on the  Company's  results  of
operations. In addition, the Company cannot give assurances  that
it   will  not  be  adversely  affected  by  year  2000  problems
experienced by third parties.





                            SIGNATURE

     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

Dated:  March 26, 1999        By:  /s/  Douglas L. Anderson
                                        Douglas L. Anderson
                                        Vice President