8-K

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

Date of Report November 1, 2005

(Date of earliest event reported)

Commission	Registrant’s Name, State of Incorporation,	IRS Employer
File Number	Address and Telephone Number	Identification No.
333-90553	MIDAMERICAN FUNDING, LLC	47-0819200
	(An Iowa Limited Liability Company)
	666 Grand Ave. PO Box 657
	Des Moines, Iowa 50303
	515-242-4300
1-11505	MIDAMERICAN ENERGY COMPANY	42-1425214
	(An Iowa Corporation)
	666 Grand Ave. PO Box 657
	Des Moines, Iowa 50303
	515-242-4300
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 obligation of the registrant 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 8.01Other Events.

MidAmerican Energy Company (“MidAmerican”) reported today that it completed the sale of $300 million in aggregate principal amount of its 5.750% medium-term notes due November 1, 2035 (the “Notes”). The proceeds will be used by MidAmerican to support construction of its electric generation projects and for general corporate purposes.

Forward-Looking Statements

This report contains statements that do not directly or exclusively relate to historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can typically be identified by the use of forward-looking words, such as “may”, “will”, “could”, “project”, “believe”, “anticipate”, “expect”, “estimate”, “continue”, “potential”, “plan”, “forecast” and similar terms. These statements represent MidAmerican’s intentions, plans, expectations and beliefs and are subject to risks, uncertainties and other factors. Many of these factors are outside MidAmerican’s control and could cause actual results to differ materially from such forward-looking statements.

These factors include, among others, general economic and business conditions in the jurisdictions in which MidAmerican’s facilities are located; governmental, statutory, regulatory or administrative initiatives or ratemaking actions affecting MidAmerican or the electric or gas utility, or power generation industries; weather effects on sales and revenues; general industry trends; increased competition in the power generation, or electric utility industry; fuel and power costs and availability; continued availability of accessible gas reserves; changes in business strategy, development plans or customer or vendor relationships; availability, term and deployment of capital; availability of qualified personnel; risks relating to nuclear generation; financial or regulatory accounting principles or policies imposed by the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, the SEC, the Federal Energy Regulatory Commission and similar entities with regulatory oversight; and other business or investment considerations that may be disclosed from time to time in MidAmerican’s SEC filings or in other publicly disseminated written documents.

MidAmerican undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors should not be construed as exclusive.

Item 9.01Financial Statements and Exhibits.

(c)	Exhibits
5.3	The opinion of Latham & Watkins LLP delivered in connection with the sale of the Notes, delivered pursuant to the Registration Statement on Form S-3 (Registration No. 333-110398).

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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 hereunto duly authorized.

	MIDAMERICAN FUNDING, LLC
	MIDAMERICAN ENERGY COMPANY
	(Registrant)
Date:November 1, 2005
	/s/ Paul J. Leighton
	Paul J. Leighton Vice President and Secretary of MidAmerican Funding, LLC and Vice President, Secretary and Assistant General Counsel of MidAmerican Energy Company

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EXHIBIT INDEX

Exhibit No.	Description
5.3	The opinion of Latham & Watkins LLP delivered in connection with the sale of the Notes, delivered pursuant
	to the Registration Statement on Form S-3 (Registration No. 333-110398).

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EX-5.3

Exhibit 5.3

LATHAM & WATKINS LLP

53rd at Third

885 Third Avenue

New York, New York  10022-4834

Tel: (212) 906-1200  Fax: (212) 751-4864

www.lw.com

FIRM / AFFILIATE OFFICES

Boston              New York

Brussels            Northern Virginia

Chicago             OrangeCounty

Frankfurt           Paris

Hamburg           San Diego

Hong Kong         San Francisco

London              Shanghai

Los Angeles       Silicon Valley

Milan                 Singapore

Moscow             Tokyo

New Jersey       Washington, D.C.

File No. 022745-0122

November 1, 2005

MidAmerican Energy Company

666 Grand Avenue

Des Moines, Iowa 50303

 Re:MidAmerican Energy Company; Registration Statement

on Form S-3 (Registration No. 333-110398)

Ladies and Gentlemen:

In connection with the issuance by the Company of $300,000,000 principal amount of its 5.750% Notes due 2035 (the “Securities”) pursuant to the Indenture, dated as of February 8, 2002, as amended (the “Base Indenture”), as supplemented by the Fourth Supplemental Indenture, dated as of November 1, 2005 (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Trust Company, NA (as successor to The Bank of New York), as trustee (the “Trustee”), as described in the Registration Statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) on November 10, 2003 (file no. 333-110398), as amended (collectively, the “Registration Statement”), and the Prospectus dated February 6, 2004 (the “Base Prospectus”), as supplemented by the Prospectus Supplement dated October 24, 2005 (the “Prospectus Supplement”) and the Pricing Supplement dated October 24, 2005 (the “Pricing Supplement”), each filed with the Commission pursuant to Rule 424(b) under the Securities Act, you have requested our opinion with respect to the matters set forth below. The Base Prospectus, as supplemented by the Prospectus Supplement and the Pricing Supplement, is referred to herein as the “Prospectus.” This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or Prospectus, other than as to the enforceability of the Securities.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.

November 1, 2005

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LATHAM & WATKINS LLP

We are opining herein as to the internal laws of the State of New York and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state.

 Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Securities have been duly executed, issued and authenticated in accordance with the terms of the Indenture and delivered to and paid for in the manner contemplated by the Registration Statement and the Prospectus, the Securities will have been duly authorized by all necessary corporate action of the Company and will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

The opinion set forth in the immediately preceding paragraph is subject to the following exceptions, limitations and qualifications: (a) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (b) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which any proceeding therefor may be brought; (c)  we express no opinion concerning the enforceability of (i) the waiver of rights or defenses contained in Section 5.15 of the Indenture; (ii) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy; or (iii) any provision permitting, upon acceleration of the Securities, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon.

With your consent, we have assumed (a) that the Indenture has been duly authorized, executed and delivered by, and constitutes a legally valid and binding obligation of, the Trustee, enforceable against it in accordance with its terms, and (b) that the status of the Indenture and the Securities as legally valid and binding obligations of the respective parties thereto is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of federal securities laws. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP