UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




            Date of Report (Date of earliest reported) June 21, 2002


                       MidAmerican Energy Holdings Company
             (Exact name of registrant as specified in its charter)


              Iowa                         0-25551           94-2213782
(State or other jurisdiction         (Commission        (IRS Employer
    of incorporation)                File Number)       Identification No.)


666 Grand Avenue, Des Moines, Iowa                        50309
(Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code:  (515) 242-4300


                                      N/A
          (Former name or former address, if changed since last report)




ITEM 5.       OTHER EVENTS.

     On June 24, 2002, Kern River Gas  Transmission  Company ("Kern River"),  an
indirect  subsidiary of MidAmerican Energy Holdings Company ("MEHC"),  announced
that it had closed a bank loan facility on June 21, 2002 providing for aggregate
loans of up to $875  million  to be used for the  construction  of the 2003 Kern
River  Expansion  Project  ("Expansion  Project").  A copy of the press  release
announcing the closing is included as an Exhibit hereto.

     As a condition  to the Kern River  financing,  MEHC  executed a  Completion
Guarantee  in favor of such  banks,  providing  that  MEHC  will  cause  capital
contributions  to be made to Kern River in amounts  sufficient  to complete  the
Expansion  Project,  including capital  contributions  aggregating at least $375
million upon the earlier of an abandonment  of the Expansion  Project or by June
30, 2004. A copy of the Completion Guarantee is included as an Exhibit hereto.

ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 99.1 - Press Release dated June 24, 2002

Exhibit 99.2 - Completion Guarantee





                                    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 ENERGY HOLDINGS COMPANY
                                                (Registrant)


                                 /s/  Paul J. Leighton
                                 Paul J. Leighton
                                 Vice President, Assistant General Counsel
                                 and Assistant Secretary


Date  June 27, 2002
















                                 EXHIBITS INDEX

Exhibit
Number         Exhibit

99.1     Press Release dated June 24, 2002
99.2     Completion Guarantee