8-K

             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
                                    
                                    
                                    
                    December 21, 1994    
                      Date of Report
                                    
                                    
                                    
          Iowa-Illinois Gas and Electric Company
  (Exact name of registrant as specified in its charter)          
                          
                                    
                                    
                         Illinois
                  (State of other juris-
                 diction of incorporation)
                                    
                                    
        1-3573                          42-0673189                
Commission File Number)      (IRS Employer Identification No.)    
                                
                                    
206 East Second Street, Davenport, Iowa           52808      
Address of principal executive offices)         (Zip Code)        
                            
Registrant's telephone number, including area code (319) 326-7111


Item 5.   Other Events

     At a special meeting held December 21, 1994 shareholders of
Iowa-Illinois Gas and Electric Company, an Illinois corporation
("Iowa-Illinois"), approved the Agreement and Plan of Merger,
dated as of July 26, 1994, as amended and restated as of
September 27, 1994 (the "Merger Agreement"), among Iowa-Illinois,
Midwest Resources Inc., an Iowa corporation ("Resources"), and
Midwest Power Systems Inc., an Iowa corporation and a subsidiary
of Resources ("Midwest Power"), and a newly-formed corporation,
MidAmerican Energy Company, an Iowa corporation fifty percent of
whose outstanding capital stock is owned by each of Iowa-
Illinois and Resources ("MidAmerican"), providing for the merger
of Iowa-Illinois, Resources and Midwest Power with and into
MidAmerican.  Approval of the Merger Agreement required the
affirmative vote of the holders of two-thirds of the votes
entitled to be cast by all holders of outstanding shares of (i)
Iowa-Illinois Preference Stock, voting as a single class, (ii)
Iowa-Illinois Common Stock, voting as a single class, and (iii)
Iowa-Illinois Preference Stock and Iowa-Illinois Common Stock,
voting together as a single class.  The news release issued in
connection therewith is filed herewith as Exhibit 99 and is
incorporated by reference herein.  The description of the Merger
Agreement set forth herein does not purport to be complete and is
qualified in its entirety by the provisions of the Merger
Agreement.

Item 7.   Financial Statements and Exhibitors

C.   Exhibits:

Exhibit Number   Exhibit

99               News Release, dated December 21, 1994, of     
                 Iowa-Illinois Gas and Electric Company.

                         SIGNATURES




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

                    IOWA-ILLINOIS GAS AND ELECTRIC COMPANY 


                    By  /s/ L. E. Cooper                          
                        L. E. Cooper, Vice President-Finance      
                            and Chief Financial Officer 

December 21, 1994

                         EXHIBIT INDEX





Exhibit No.    Description

99             News Release, dated December 21, 1994, of   
               Iowa-Illinois Gas and Electric Company.

EX-99

                                                  EXHIBIT 99

Media contact: Kim Koster (319)326-7364
Investor relations contact: Barbara VenHorst (319) 326-7277

                       Wednesday, Dec. 21, 1994
          IOWA-ILLINOIS AND MIDWEST RESOURCES SHAREHOLDERS
                       APPROVE PROPOSED MERGER


DAVENPORT, IOWA--At a special meeting today Iowa-Illinois Gas and
Electric Company shareholders approved the planned merger of
Iowa-Illinois and Midwest Resources Inc. to form MidAmerican
Energy Company.  Midwest Resources shareholders also approved the
proposed merger at a separate meeting in Des Moines.
      The approval required favorable votes of two-thirds of
Iowa-Illinois' outstanding shares entitled to vote.  Of the
company's shareholders who submitted their proxies, 96 percent
voted in favor of the merger.
      A favorable vote from a simple majority of Midwest
Resources' outstanding shares was required.  Of the outstanding
shares voted at that meeting, 94 percent were in favor of the
merger.
      "We are pleased the shareholders of both companies have
shown overwhelming support for the merger," said Stanley J.
Bright, Iowa-Illinois chairman and chief executive officer.  "We
are convinced that the long-term outlook for MidAmerican will be
superior to that either company has as a stand-alone entity.  The
merger is in the best interests of the customers and shareholders
of our two companies and the many communities we serve.
      "We expect to have all of the necessary regulatory
approvals within the next six to eight months," he said.
      In addition to the approval of shareholders, the merger
must receive approvals from the Iowa Utilities Board, the
Illinois Commerce Commission, the Federal Energy Regulatory
Commission and the Nuclear Regulatory Commission.  The utilities
have filed the necessary materials with these regulatory
agencies.  Completion of the merger is expected in the second
half of 1995.
      Iowa-Illinois, with assets of $1.8 billion, provides
natural gas and electric service to a population exceeding
600,000 in central and eastern Iowa and western Illinois.  The
company's non-regulated subsidiary, InterCoast Energy Company,
has more than $540 million of assets in three major businesses:
oil and gas, energy services, and financial investments.
      Midwest Resources, with assets of $2.6 billion, provides
natural gas and electric service to a population exceeding 1
million in Iowa, Nebraska and South Dakota.  A subsidiary,
Midwest Capital Group Inc., has non-regulated investments.
      The two companies announced the merger agreement on July
27.  Iowa-Illinois common shareholders will receive 1.47 shares
of MidAmerican common stock for each Iowa-Illinois common share. 
Midwest Resources common shareholders will receive one share of
MidAmerican common for each share of Midwest common.  The
shareholders of Iowa-Illinois will own 44 percent of MidAmerican,
and Midwest Resources shareholders will own 56 percent.
      Upon the effectiveness of the merger, MidAmerican Energy
Company will serve 620,000 electric customers and 580,000 natural
gas customers.  With total assets of about $4.4 billion and
annual utility revenues of $1.5 billion, it will be the largest
utility company operating in Iowa.  The new company will provide
service in most of Iowa's major cities, with a service area
spanning the state of Iowa, as well as the Illinois Quad-Cities
and parts of eastern Nebraska and southeastern South Dakota.      
Iowa-Illinois' common shares are traded on the New York Stock
Exchange and the Chicago Stock Exchange under the symbol: IWG. 
Its preference shares are traded over-the-counter.  Common share
quotations are listed in the New York Stock Exchange
Composite Transactions under: IowaIllGas.