EXHIBIT 99.3



                      MID AMERICAN ENERGY HOLDINGS COMPANY

                                OFFER TO EXCHANGE
                    UP TO $200,000,000 IN PRINCIPAL AMOUNT OF
                          4.625% SENIOR NOTES DUE 2007
                                       FOR
                             ALL OF ITS OUTSTANDING
                        4.625% SENIOR NOTES DUE 2007 AND
                 SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED


To Our Clients:

                  Enclosed for your consideration is a Prospectus dated
            , 200  (as the same may be amended or supplemented from time to
time, the "Prospectus") and a form of Letter of Transmittal (the "Letter of
Transmittal") relating to the offer (the "Exchange Offer") by MidAmerican Energy
Holdings Company (the "Company") to exchange up to $200,000,000 in principal
amount of its 4.625% Senior Notes due 2007 (the "Exchange Notes") for all of its
outstanding 4.625% Senior Notes due 2007, issued and sold in a transaction
exempt from registration under the Securities Act of 1933, as amended (the
"Original Notes").

                  The material is being forwarded to you as the beneficial owner
of Original Notes carried by us for your account or benefit but not registered
in your name. A tender of any Original Notes may be made only by us as the
registered holder and pursuant to your instructions. Therefore, the Company
urges beneficial owners of Original Notes registered in the name of a broker,
dealer, commercial bank, trust company or other nominee to contact such
registered holder promptly if they wish to tender Original Notes in the Exchange
Offer.

                  Accordingly, we request instructions as to whether you wish us
to tender any or all Original Notes, pursuant to the terms and conditions set
forth in the Prospectus and Letter of Transmittal. We urge you to read carefully
the Prospectus and Letter of Transmittal before instructing us to tender your
Original Notes.

                  YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY AS
POSSIBLE IN ORDER TO PERMIT US TO TENDER ORIGINAL NOTES ON YOUR BEHALF IN
ACCORDANCE WITH THE PROVISIONS OF THE EXCHANGE OFFER. The Exchange Offer will
expire at 5:00 p.m., Eastern Standard Time, on         , 200 , unless extended
(the "Expiration Date"). Original Notes tendered pursuant to the Exchange Offer
may be withdrawn, subject to the procedures described in the Prospectus, at any
time prior to the Expiration Date.

                  If you wish to have us tender any or all of your Original
Notes held by us for your account or benefit, please so instruct us by
completing, executing and returning to us the instruction form that appears
below. The accompanying Letter of Transmittal is furnished to you for
informational purposes only and may not be used by you to tender Original Notes
held by us and registered in our name for your account or benefit.






                                  INSTRUCTIONS

                  The undersigned acknowledge(s) receipt of your letter and the
enclosed material referred to therein relating to the Exchange Offer of
MidAmerican Energy Holdings Company.

                  THIS WILL INSTRUCT YOU TO TENDER THE PRINCIPAL AMOUNT OF
ORIGINAL NOTES INDICATED BELOW HELD BY YOU FOR THE ACCOUNT OR BENEFIT OF THE
UNDERSIGNED, PURSUANT TO THE TERMS OF AND CONDITIONS SET FORTH IN THE PROSPECTUS
AND THE LETTER OF TRANSMITTAL.

- ------------ ------------------------------------------------------------------
Box 1 [  ]   Please tender my Original Notes held by you for my account or
             benefit.  I have identified on a signed schedule attached hereto
             the principal amount of Original Notes to be tendered if I wish
             to tender less than all of my Original Notes.
- ------------ ------------------------------------------------------------------
- ------------ ------------------------------------------------------------------
Box 2 [  ]   Please do not tender any Original Notes held by you for my
             account or benefit.
- ------------ ------------------------------------------------------------------


Date:                      , 200




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                                                      Signature(s)


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                                               Please print name(s) here


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Unless a specific contrary instruction is given in a signed Schedule attached
hereto, your signature(s) hereon shall constitute an instruction to us to tender
all of your Original Notes.