UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

FORM 8-K

CURRENT REPORT

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

February 17, 2009 (February 10, 2009)

Date of Report (Date of earliest event reported)

MidAmerican Energy Holdings Company

(Exact name of registrant as specified in its charter)

Iowa	001-14881	94-2213782
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
666 Grand Avenue, Suite 500 Des Moines, Iowa		50309-2580
(Address of principal executive offices)		(Zip code)

515-242-4300

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

____________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 10, 2009, MidAmerican Energy Holdings Company (“MidAmerican”) entered into an incremental profit sharing plan (“Plan”) that is designed to align MidAmerican’s interests and the interests of its Chairman and its Chief Executive Officer. The Plan provides for a cash award to each participant based upon MidAmerican’s achievement of a specified adjusted diluted earnings per share target for any calendar year. The adjusted diluted earnings targets to receive the award must be achieved no later than calendar year end 2013. The profit sharing award to each participant may be $12 million, $25 million or $40 million based upon achievement of the relevant target and continued employment during such time.

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SIGNATURES

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

	MIDAMERICAN ENERGY HOLDINGS COMPANY
	(Registrant)
Date:  February 17, 2009
	/s/ Douglas L. Anderson
	Douglas L. Anderson
	Senior Vice President
	and General Counsel

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