[LETTERHEAD OF WILLKIE FARR & GALLAGHER LLP]
June 30, 2008
VIA EDGAR
Mr. H. Christopher Owings
Assistant Director
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Mail Stop 3561
Washington, D.C. 20549
Re: | MidAmerican Energy Holdings Company Amendment No. 1 |
Dear Mr. Owings:
On behalf of MidAmerican Energy Holdings Company (the “Registrant”), we transmit herewith for filing with the U.S. Securities and Exchange Commission (the “Commission”) Amendment No. 1 to the Registrant’s Registration Statement on Form S-4 (File No. 333-151427) relating to its offer to exchange up to $650,000,000 in aggregate principal amount of 5.75% Senior Notes due 2018 of the Registrant for all outstanding 5.75% Senior Notes due 2018 of the Registrant.
Should members of the Commission’s staff have any questions or comments concerning the enclosed materials, please contact the undersigned or Peter J. Hanlon at (212) 728-8000.
Very truly yours, |
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Keith W. Grannis |
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Enclosure |
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