Exhibit 8(b)


                               [QUIPS OPINION]







                              November 1, 1996


To The Underwriters of the
Preferred Securities of 
MidAmerican Energy Financing I
and MidAmerican Energy Financing II

Ladies and Gentlemen:



         We have acted as counsel to you in connection with the proposed 
offering by MidAmerican Energy Financing I, a Delaware statutory business 
trust ("Trust"), of its Cumulative Quarterly Income Preferred Securities, 
Series A (the "Series A Preferred Securities"), as described in the 
Registration Statement on Form S-3 (the "Registration Statement"), which is 
being filed by MidAmerican Energy Company, an Iowa corporation (the 
"Company"), the Trust and MidAmerican Energy Financing II, a Delaware 
statutory business trust,  with the Securities and Exchange Commission 
pursuant to the Securities Act of 1933, as amended.  The Registration 
Statement includes the Prospectus and the Prospectus Supplement 
(collectively, the "Prospectuses") relating to such offering.

         In rendering the opinion expressed below, we have examined the 
Prospectuses and such other documents as we have deemed relevant and 
necessary, including, without limitation, the Form of Amended and Restated 
Trust Agreement, the Form of Indenture and the Form of Guarantee attached as 
Exhibits to the Registration Statement. Such opinion is conditioned, among 
other things, upon the accuracy and completeness of the facts, information 
and representations contained in the Prospectuses as of the date hereof and 
the continuing accuracy and completeness thereof as of the date of the 
issuance of the Series A Preferred Securities.  We have assumed that the 
transactions contemplated by the Prospectuses and such other documents will 
occur as provided therein and that there will be no material change to the 
Prospectuses or any of such other documents between the date hereof and the 
date of the issuance of the Series A Preferred Securities.



To The Underwriters of the
Preferred Securities of 
MidAmerican Energy Financing I
and MidAmerican Energy Financing II
November 1, 1996
Page 2

         Based upon and subject to the foregoing, we are of the opinion that 
the discussion set forth in the Prospectus Supplement under the caption 
"UNITED STATES FEDERAL INCOME TAXATION" is a fair and accurate 
summary of the matters addressed therein, based upon current law and the 
assumptions stated or referred to therein.

         We assume no obligation to update or supplement this letter to 
reflect any facts or circumstances which may hereafter come to our attention 
with respect to the opinion expressed above, including any changes in 
applicable law which may hereafter occur.

         We hereby consent to the filing of this letter as an Exhibit to the 
Registration Statement and to all references to our Firm included in or made 
a part of the Registration Statement.

                                          Very truly yours,