SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON D.C.  20549

                     ______________________

                           FORM 10-Q

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

                 For the quarterly period ended

                         March 31, 1999

                   Commission File No. 0-25551

              MIDAMERICAN ENERGY HOLDINGS COMPANY
     (Exact name of registrant as specified in its charter)

                       Iowa                   94-2213782
          (State or other jurisdiction of  (I.R.S. Employer
           incorporation or organization)   Identification No.)

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

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


Indicate  by check mark whether the Registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the Registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.

                  Yes    X              No


Former  name, former address and former fiscal year,  if  changed
since last report.         N/A

58,848,905   shares  of  Common  Stock,  no  par   value,    were
outstanding as of March 31, 1999.
                                 
               MIDAMERICAN ENERGY HOLDINGS COMPANY

                           Form 10-Q

                         March 31, 1999
                         _____________

                        C O N T E N T S

PART I:  FINANCIAL INFORMATION                            Page

Item 1.        Financial Statements

Independent Accountants' Report                               3

Consolidated Balance Sheets, March 31, 1999 and 
  December 31, 1998                                           4

Consolidated Statements of Operations for the Three
 Months Ended March 31, 1999 and 1998                         5

Consolidated Statements of Cash Flows for the
 Three Months Ended March 31, 1999 and 1998                   6

Notes to Consolidated Financial Statements                    7

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations       15

PART II:  OTHER INFORMATION

Item 1.   Legal Proceedings                                   35
Item 2.   Changes in Securities                               35
Item 3.   Defaults on Senior Securities                       35
Item 4.   Submission of Matters to a Vote of Security Holders 35
Item 5.   Other Information                                   35
Item 6.   Exhibits and Reports on Form 8-K                    35

Signatures                                                    37

Exhibit Index                                                 38





INDEPENDENT ACCOUNTANTS' REPORT


Board of Directors and Stockholders
MidAmerican Energy Holdings Company
Des Moines, Iowa

We  have reviewed the accompanying consolidated balance sheet  of
MidAmerican Energy Holdings Company and subsidiaries as of  March
31,  1999,  and the related consolidated statements of operations
and  of cash flows for the three month periods ended March 31,  1999
and  1998.  These financial statements are the responsibility  of
the Company's management.

We  conducted our review in accordance with standards established
by  the  American Institute of Certified Public  Accountants.   A
review  of interim financial information consists principally  of
applying  analytical procedures to financial data and  of  making
inquiries  of  persons responsible for financial  and  accounting
matters.   It  is  substantially less  in  scope  than  an  audit
conducted   in   accordance  with  generally  accepted   auditing
standards, the objective of which is the expression of an opinion
regarding   the   financial  statements   taken   as   a   whole.
Accordingly, we do not express such an opinion.

Based   on   our  review,  we  are  not  aware  of  any  material
modifications that should be made to such consolidated  financial
statements  for them to be in conformity with generally  accepted
accounting principles.

We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of MidAmerican
Energy Holdings Company and subsidiaries as of December 31, 1998,
and   the   related   consolidated  statements   of   operations,
stockholders' equity, and cash flows for the year then ended (not
presented herein), and in our report dated January 28,  1999 (March
12, 1999 as to Note 3 and Note 21), we expressed  an unqualified 
opinion on those consolidated financial statements.   In our opinion, 
the information set  forth  in  the accompanying consolidated balance 
sheet as of December  31,  1998 is  fairly stated, in all material 
respects, in relation  to  the consolidated balance sheet from which 
it has been derived.

DELOITTE & TOUCHE LLP
Des Moines, Iowa
April 28, 1999

               MIDAMERICAN ENERGY HOLDINGS COMPANY

                  CONSOLIDATED BALANCE SHEETS
            (in thousands, except per share amounts)
                ________________________________

                                        March 31     December 31
                                          1999           1998
                                      (unaudited)
ASSETS
Cash and cash equivalents           $      118,422 $  1,606,148
Restricted cash and investments            455,343      637,571
Marketable securities                      409,436          ---
Accounts receivable                        476,460      528,116
Properties, plants, contracts and 
  equipment, net                         5,791,659    4,236,039
Excess of cost over fair value of 
  net assets acquired, net               2,663,052    1,538,176
Equity investments                         184,010      125,036
Regulatory assets                          292,274          ---
Deferred charges and other assets          750,172      432,438

 Total assets                       $   11,140,828 $  9,103,524

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable                   $       453,700 $    305,757
Other accrued liabilities                1,598,859    1,009,091
Parent company debt                      2,080,701    2,645,991
Subsidiary and project debt              4,372,200    3,093,810
Deferred income taxes                      973,172      543,391

 Total liabilities                       9,478,632    7,598,040

Deferred income                             58,267       58,468
Company-obligated  mandatorily redeemable
  convertible preferred securities of 
  subsidiary trusts                        553,930      553,930
Company-obligated  mandatorily redeemable 
  preferred securities of 
  subsidiary trusts                        101,598          ---
Preferred securities of subsidiary         147,787       66,033

Commitments and contingencies (Note 6)

Stockholders' equity:
Preferred stock - authorized 2,000 shares, 
  no par value                                 ---          ---
Common stock - no par value,
 authorized 180,000 shares, issued 82,980 
  shares, outstanding 58,849 and 59,605  
  at March 31, 1999 and December 31, 1998, 
  respectively                                 ---        5,602
Additional paid in capital               1,238,214    1,233,088
Retained earnings                          348,767      340,496
Treasury stock - 24,131 and 23,375 common
 shares at March 31, 1999 and December 31,
 1998, respectively, at cost              (773,332)    (752,178)
Accumulated other comprehensive income     (13,035)          45
  Total stockholders' equity               800,614      827,053

  Total liabilities and stockholders' 
    equity                            $ 11,140,828  $ 9,103,524


 The accompanying notes are an integral part of these financial statements.


              MIDAMERICAN ENERGY HOLDINGS COMPANY

             CONSOLIDATED STATEMENTS OF OPERATIONS
            (in thousands, except per share amounts)
               ____________(unaudited)___________

                                                  Three  Months  Ended
                                                         March 31,
                                                    1999        1998

Revenues:
Operating revenue                                $ 797,885  $  621,851
Interest and other income                           39,960      22,460
Gain on sale of qualified facilities                20,173         ---

Total revenues                                     858,018     644,311

Costs and expenses:
Cost of sales                                      447,198     312,645
Operating expense                                  142,018     102,647
General and administration                          11,852      12,044
Depreciation and amortization                       79,351      79,925
Interest expense                                   116,881      94,558
Less interest capitalized                          (16,041)    (13,418)

Total costs and expenses                           781,259     588,401

Income before provision for income taxes            76,759      55,910

Provision for income taxes                          26,065      18,531

Income before minority interest                     50,694      37,379

Minority interest                                   10,903      10,084

Income before extraordinary item                    39,791      27,295

Extraordinary item, net of tax                     (31,520)        ---

Net income available to common stockholders      $   8,271   $  27,295

Net income per share before extraordinary item   $     .67   $     .45

Extraordinary item                                    (.53)        ---

Net income per share - basic                     $     .14   $     .45

Basic common shares outstanding                     59,205      61,081

Net income per share before
 extraordinary item - diluted                    $     .62   $     .43

Extraordinary item                                    (.43)        ---

Net income per share - diluted                   $     .19   $     .43

Diluted shares outstanding                          73,244      69,343

 The accompanying notes are an integral part of these financial
                           statements.

               MIDAMERICAN ENERGY HOLDINGS COMPANY

             CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (in thousands)
                           (unaudited)

                                                            Three Months Ended
                                                                  March 31
                                                              1999       1998
Cash flows from operating activities:
Net income                                                  $  8,271   $27,295
Adjustments to reconcile net cash flow from operating activities:
Gain on sale of qualified facilities                         (20,173)      ---
Extraordinary item, net of tax                                31,520       ---
Depreciation and amortization                                 67,953    69,314
Amortization of excess of cost over fair value of 
net assets acquired                                           11,398    10,611
Amortization of deferred financing and other costs             6,032     4,638
Provision for deferred income taxes                          (78,545)   13,146
Income on equity investments                                  (5,882)     (482)
Income applicable to minority interest                         1,901     1,093
Changes in other items:
Accounts receivable                                           31,326     8,354
Accounts payable and accrued liabilities                      27,073     4,071
Deferred income                                                4,087     5,038

Net cash flows from operating activities                      52,477   143,078

Cash flows from investing activities:
Purchase of MidAmerican and Kiewit Interests,  
net of cash acquired                                      (2,501,425) (502,916)
Proceeds from sales of qualified facilities, 
  net of cash disposed                                       365,074       ---
Distributions from equity investments                          6,713     2,187
Philippine construction                                      (16,674)  (31,891)
Construction and  other development costs                    (14,392)  (67,075)
Capital expenditures relating to operations                    1,936   (98,927)
Decrease (increase) in restricted cash and investments        43,988   (19,317)
Decrease (increase) in other assets                            2,050   (24,227)

Net cash flows from investing activities                  (2,112,730) (742,164)

Cash flows from financing activities:
Proceeds from exercise of stock options                          564       423
Proceeds from securitization                                 161,430       ---
Repayment of parent company debt                            (605,822)      ---
Proceeds from subsidiary and project debt                  1,118,617    47,342
Repayments of subsidiary and project debt                    (77,045)   (3,202)
Deferred charges relating to debt financing                   10,057    (3,915)
Purchase of treasury stock                                   (22,194) (674,652)
Other                                                            ---     8,370

Net cash flows from financing activities                     585,607  (625,634)

Effect of exchange rate changes, net                         (13,080)   10,847

Net decrease in cash and cash equivalents                (1,487,726)(1,213,873)

Cash and cash equivalents at beginning of period          1,606,148  1,451,410

Cash  and cash equivalents at end of period             $   118,422 $  237,537

Supplemental disclosures:
Interest paid, net of amount capitalized                $   108,646 $   55,118

Income taxes paid                                       $     7,661 $   20,759

 The accompanying notes are an integral part of these financial
                           statements.

              MIDAMERICAN ENERGY HOLDINGS COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                ________________________________

1.   General:

In  the  opinion  of  management of MidAmerican  Energy  Holdings
Company  (the "Company"), the accompanying unaudited consolidated
financial statements contain all adjustments (consisting only  of
normal  recurring  accruals)  necessary  to  present  fairly  the
financial  position  as  of March 31, 1999  and  the  results  of
operations  for the three months ended March 31, 1999  and  1998,
and  cash  flows for the three months ended March  31,  1999  and
1998.  The results of operations for the three months ended March
31,  1999 and 1998 are not necessarily indicative of the  results
to be expected for the full year.

The consolidated financial statements include the accounts of the
Company  and  its wholly and majority owned subsidiaries.   Other
investments and corporate joint ventures, including CE Generation
(defined  herein) where the Company has the ability  to  exercise
significant influence are accounted for under the equity  method.
Investments, where the Company's ability to influence is limited,
are accounted for under the cost method of accounting.

Certain  amounts in the 1998 financial statements and  supporting
footnote  disclosures have been reclassified to  conform  to  the
1999   presentation.  Such  reclassification   did   not   impact
previously reported net income or retained earnings.

Reference  is  made to the Company's most recently issued  annual
report  that  included information necessary  or  useful  to  the
understanding  of the Company's business and financial  statement
presentations.

2.   MidAmerican Merger:

On  August  11,  1998, the Company entered into an Agreement  and
Plan  of  Merger ("MidAmerican Merger") with MHC, Inc.,  formerly
MidAmerican  Energy  Holdings Company ("MHC").   The  MidAmerican
Merger  closed on March 12, 1999 and the Company paid  $27.15  in
cash  for each outstanding share of MHC common stock for a  total
of  approximately $2.42 billion in a merger pursuant to which MHC
became  an  indirect  wholly  owned subsidiary  of  the  Company.
Additionally, the Company reincorporated in the State of Iowa and
was  renamed MidAmerican Energy Holdings Company and upon closing
became an exempt public utility holding company.

The  consummation of the MidAmerican Merger was conditioned  upon
receipt of a number of regulatory and shareholder approvals.   In
addition, regulatory approval required the disposition of partial
interests   in   certain  of  the  Company's  independent   power
generating   facilities  prior  to  the   consummation   of   the
MidAmerican Merger in order to maintain the qualifying facilities
status of such power generating facilities.  See Note 3.

The  MidAmerican  Merger has been accounted  for  as  a  purchase
business combination and as such the results of operations of the
Company include the results of MHC beginning March 12, 1999.  The
purchase  price  has  been  allocated  to  assets  acquired   and
liabilities  assumed  based  on preliminary  valuations  and  the
Company is awaiting final valuations.  The Company recorded
goodwill  of approximately $1.3 billion which is being amortized  using
the straight line method over a 40 year period.


               MIDAMERICAN ENERGY HOLDINGS COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (in thousands, except per share and per kWh amounts)
                ________________________________

2.   MidAmerican Merger (continued):

On  March  11,  1999,  MidAmerican Funding, LLC,  a  wholly-owned
subsidiary  of the Company, issued $200 million of  5.85%  Senior
Secured  Notes  due 2001, $175 million of 6.339%  Senior  Secured
Notes  due 2009, and $325 million of 6.927% Senior Secured  Bonds
due  2029.  The proceeds from the offering were used to  complete
the MidAmerican Merger.

Unaudited pro forma combined revenue, income before extraordinary
item, net income and basic earnings per share of the Company  and
MHC for the three months ended March 31, 1999 and 1998, as if the
acquisition  had  occurred at the beginning  of  the  year  after
giving  effect  to certain pro forma adjustments related  to  the
acquisitions,  including the sales of the  qualified  facilities,
the  issuance  of  senior secured bonds  and  the  redemption  of
limited recourse notes, and the redemption of the senior discount
notes, were $1.26 billion, $53.7 million, $22.1 million and $.37,
respectively,  compared to $961.9 million, $21.4  million,  $21.4
million and $.35 for the same period last year.

3.   Qualified Facilities Dispositions:

The  consummation of the MidAmerican Merger was conditioned  upon
receipt of a number of regulatory approvals.  Regulatory approval
required the disposition of partial interests in certain  of  the
Company's  independent power generating facilities prior  to  the
consummation  of the MidAmerican Merger in order to maintain  the
qualifying facilities status of such power generating facilities.
To  accomplish this disposition, the following events occurred in
the first quarter of 1999:

On  February  8,  1999, the Company created a new subsidiary,  CE
Generation LLC ("CE Generation") and subsequently transferred its
interest in the Company's power generation assets in the Imperial
Valley and the Gas Plants to CE Generation.

On  February 26, 1999, the Company closed the sale of all of  its
indirect  ownership interests in the Coso Joint Ventures ("Coso")
to Caithness Energy LLC.  The price includes $205 million in cash
and $5 million in contingent payments.

On  March 2, 1999, CE Generation closed the sale of $400  million
aggregate principal amount of its 7.416% Senior Secured Bonds due
2018 and distributed the proceeds to the Company.

On  March  3,  1999, the Company closed the sale of  50%  of  its
ownership interests in CE Generation to an affiliate of  El  Paso
Energy   Corporation   for   an   aggregate   consideration    of
approximately  $247 million in cash, $6.5 million  in  contingent
payments and $23.5 million in equity commitments.  Including  the
gross  proceeds  from  the  CE  Generation  debt  offering,   the
aggregate consideration was approximately $677 million.   Due  to
the  sale  of 50% of its interests in CE Generation, the  Company
has accounted for CE Generation as an equity investment beginning
March 3, 1999.


               MIDAMERICAN ENERGY HOLDINGS COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                ________________________________

4.   Extraordinary Items:

The remaining outstanding Senior Discount Notes were redeemed  on
January  15, 1999 at a redemption price of 105.125% plus  accrued
interest.  Due to the early extinguishment of the Senior Discount
Notes,   the   Company   recorded  an   extraordinary   item   of
approximately $14 million, net of tax.

On  January 29, 1999, the Company commenced a cash offer for  all
of  its outstanding Limited Recourse Notes.  The Company received
tenders  from  holders  of an aggregate of  approximately  $195.8
million  principal  which  were paid  on  March  3,  1999,  at  a
redemption price of 110.025% plus accrued interest.  Due  to  the
early  retirement  of  the Limited Recourse  Notes,  the  Company
recorded  an  extraordinary item of approximately $17.5  million,
net of tax.

5.   Properties, Plants, Contracts and Equipment:

Properties,   plants,  contracts  and  equipment   comprise   the
following (in thousands):

                                          March 31,   December 31,
                                            1999         1998
                                         (unaudited)
Operating assets:
Distribution system                     $3,919,533    $1,305,806
Power plants                               830,296     1,868,002
Wells and resource development             154,010       473,237
Power sales agreements                     107,837       193,868
Other assets                               302,880       313,029

Total operating assets                   5,314,556     4,153,942

Less accumulated depreciation 
  and amortization                        (381,659)     (769,526)

Net operating assets                     4,932,897     3,384,416

Mineral and gas reserves and exploration 
  assets, net                              379,334       375,208
Construction in progress:
  Casecnan                                 260,622       243,948
  Indonesia                                187,220       190,175
  Zinc recovery project, Salton Sea V 
    and other                               31,586        42,292

Total                                  $ 5,791,659   $ 4,236,039


               MIDAMERICAN ENERGY HOLDINGS COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                ________________________________

6.   Commitments and Contingencies:

Indonesia

On  December  2,  1994,  subsidiaries of  the  Company,  Himpurna
California  Energy  Ltd. ("HCE") and Patuha Power,  Ltd.  ("PPL",
together   with  HCE,  the  "Indonesian  Subsidiaries")  executed
separate  joint  operation  contracts  for  the  development   of
geothermal  steam fields and geothermal power facilities  located
in  Central Java in Indonesia with Perusahaan Pertambangan Minyak
Dan  Gas  Bumi Negara ("Pertamina"), the Indonesian national  oil
company,   and  executed  separate  "take-or-pay"  energy   sales
contracts  ("ESCs")  with both Pertamina and P.T.  PLN  (Persero)
("PLN"),   the   Indonesian  national  electric   utility.    The
Government  of  Indonesia provided sovereign  guarantees  of  the
obligations   under   the  joint  operating   and   "take-or-pay"
contracts.

In  1997  and 1998 a series of Indonesian government decrees  and
other  actions (including the non-payment of all monthly invoices
from  HCE's Dieng Unit I, which became operational in March 1998)
have  created significant uncertainty as to whether PLN  and  the
Indonesian government will honor their contractual obligations to
the Indonesian Subsidiaries.  The Indonesian Subsidiaries in 1998
initiated  dispute  resolution  procedures  under  the  ESCs  and
sovereign performance undertakings with PLN and the Government of
Indonesia,  respectively, and subsequently commenced  arbitration
to  resolve  the  dispute and they intend  to  continue  to  take
actions  to  require  the Government of Indonesia  to  honor  its
contractual  obligations.  However, actions by the Government  of
Indonesia  have  created  significant  risks  to  the  Indonesian
Subsidiaries.   Dieng Unit I was operationally and  contractually
completed in March 1998 when the "take-or-pay" obligations  under
its  contract with PLN commenced.  However, PLN has defaulted  on
the contractually required and sovereign guaranteed "take-or-pay"
payment obligations.

Accordingly,  the  Indonesian Subsidiaries commenced  arbitration
proceedings,  as  provided  under  the  Indonesian  Subsidiaries'
contracts with PLN.  On May 4, 1999 the Company announced that an
international arbitration panel entered unanimous awards in favor
of the Indonesian Subsidiaries in the arbitration matters brought
by   them  against  PLN.   Finding  that  PLN  had  breached  the
provisions  of  the ESCs between PLN and both HCE  and  PPL,  the
arbitration  panel awarded HCE approximately $391.7  million  and
PPL  approximately $180.6 million in damages and ordered  PLN  to
pay these amounts immediately.  If the above amounts are not paid
to HCE and PPL, as required by the arbitration panel, HCE and PPL
will  proceed  against  the Government  of  Indonesia  under  the
sovereign performance undertakings provided to HCE and PPL by the
Ministry of Finance.


               MIDAMERICAN ENERGY HOLDINGS COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                ________________________________

6.   Commitments and Contingencies (continued):

NYSEG

On  February  14, 1995, New York State Electric &  Gas  ("NYSEG")
filed  with  the Federal Energy Regulatory Commission ("FERC")  a
Petition  for  a  Declaratory Order, Complaint, and  Request  for
Modification  of  Rates  in  Power  Purchase  Agreements  Imposed
Pursuant  to the Public Utility Regulatory Policies Act  of  1978
("Petition")  seeking FERC (i) to declare that  the  rates  NYSEG
pays  under the Saranac Power Purchase Agreement ("Saranac PPA"),
which was approved by the New York Public Service Commission (the
"PSC"),  were  in excess of the level permitted under  PURPA  and
(ii)  to  authorize the PSC to reform the Saranac PPA.  On  March
14, 1995, the Saranac Partnership intervened in opposition to the
Petition  asserting,  inter  alia, that  the  Saranac  PPA  fully
complied  with PURPA, that NYSEG's action was untimely  and  that
the  FERC  lacked authority to modify the Saranac PPA.  On  March
15,  1995,  the  Company intervened also  in  opposition  to  the
Petition  and asserted similar arguments. On April 12, 1995,  the
FERC  by  a unanimous (5-0) decision issued an order denying  the
various  forms of relief requested by NYSEG and finding that  the
rates  required under the Saranac PPA were consistent with  PURPA
and  the  FERC's  regulations.  On May 11, 1995, NYSEG  requested
rehearing  of the order and, by order issued July 19,  1995,  the
FERC unanimously (5-0) denied NYSEG's request.  On June 14, 1995,
NYSEG  petitioned  the United States Court  of  Appeals  for  the
District of Columbia Circuit (the "Court of Appeals") for  review
of  FERC's  April  12, 1995 order. FERC moved to dismiss  NYSEG's
petition  for review on July 28, 1995.  On October 30, 1996,  all
parties  filed final briefs and the Court of Appeals  heard  oral
arguments  on December 2, 1996.  On July 11, 1997, the  Court  of
Appeals  dismissed  NYSEG's  appeal from  FERC's  denial  of  the
petition on jurisdictional grounds.

On  August 7, 1997, NYSEG filed a complaint in the U.S.  District
Court for the Northern District of New York against the FERC, the
PSC  (and the Chairman, Deputy Chairman and the Commissioners  of
the  PSC  as individuals in their official capacity), the Saranac
Partnership  and  Lockport Energy Associates,  L.P.  ("Lockport")
concerning the power purchase agreements that NYSEG entered  into
with  Saranac  Partners and Lockport.  NYSEG's suit asserts  that
the  PSC and the FERC improperly implemented PURPA in authorizing
the  pricing  terms  that  NYSEG,  the  Saranac  Partnership  and
Lockport agreed to in those contracts.  The action raises similar
legal  arguments to those rejected by the FERC in its  April  and
July  1995  orders.   NYSEG  in  addition  asks  for  retroactive
reformation  of  the  contracts as  of  the  date  of  commercial
operation  and  seeks a refund of $281 million from  the  Saranac
Partnership.   The  Saranac Partnership and  other  parties  have
filed  motions  to  dismiss and oral arguments on  those  motions
which  were  heard on March 2, 1998 and again on March  3,  1999.
The  Saranac Partnership believes that NYSEG's claims are without
merit for the same reasons described in the FERC's orders.

Cooper Litigation

On July 23, 1997, Nebraska Public Power District ("NPPD") filed a
Complaint,  in the United States District Court for the  District
of  Nebraska,  naming  MidAmerican  Energy  Company  ("MEC"),  an
indirectly  wholly  owned  subsidiary  of  the  Company,  as  the
defendant  and  seeking declaratory judgment as to  three  issues
under      the     parties'     long-term     power      purchase

               MIDAMERICAN ENERGY HOLDINGS COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                ________________________________

6.   Commitments and Contingencies (continued):

agreement  for  Cooper  Nuclear Station ("Cooper")  capacity  and
energy.  More specifically, NPPD seeks a declaratory judgment  in
the  following respects: (1) that MEC is obligated to pay 50%  of
all  costs  and expenses associated with decommissioning  Cooper,
and  that  in  the event NPPD continues to operate  Cooper  after
expiration of the power purchase agreement (September 2004),  MEC
is  not entitled to reimbursement of any decommissioning funds it
has  paid to date or will pay in the future; (2) that the current
method   of  allocating  transition  costs  as  a  part  of   the
decommissioning   cost  is  proper  under  the   power   purchase
agreement;   and  (3)  that  the  current  method  of   investing
decommissioning  funds  is  proper  under  the   power   purchase
agreement.

MEC   filed   its  answer  and  contingent  counterclaims.    The
contingent  counterclaims filed by MEC are generally as  follows:
(1)  that  MEC has no duty under the power purchase agreement  to
reimburse or pay 50% of the decommissioning costs unless  certain
conditions occur; (2) that NPPD has the duty to repay all amounts
that  MEC  has  prefunded for decommissioning in the  event  NPPD
operates   the  plant  after  the  term  of  the  power  purchase
agreement; (3) that NPPD is equitably estopped from continuing to
operate the plant after the term of the power purchase agreement;
(4) that NPPD has granted MEC an option to continue taking 50% of
the power from the plant; (5) that the term "monthly power costs"
as defined in the power purchase agreement does not include costs
and  expenses associated with decommissioning the plant; (6) that
MEC  has no duty to pay for nuclear fuel, O&M projects or capital
improvements that have useful lives after the term of  the  power
purchase agreement; (7) that transition costs are not included in
any  decommissioning  costs  and  expenses;  (8)  that  NPPD  has
breached its duty to MEC in making investments of certain  funds;
(9) that reserves in certain accounts are excessive and should be
refunded  to MEC; and (10) that NPPD must credit MEC for  certain
payments by MEC for low-level radioactive waste disposal.

MEC  and NPPD are currently involved in discovery.  The trial  in
this  case  is  presently scheduled for November  1999.   MEC  is
vigorously   defending  and  pursuing  its   interest   in   this
proceeding.

7.   Comprehensive Income:

Comprehensive income (loss) for the three months ended March  31,
1999 and 1998 was $(4.8) million and $38.1 million, respectively.
Comprehensive  income  differs from net  income  due  to  foreign
currency translation adjustments.

8.   Accounting Pronouncement:

  In June 1998, the Financial Accounting Standards Board ("FASB")
issued  Statement  of  Accounting  Standards  ("SFAS")  No.  133,
"Accounting  for Derivative Instruments and Hedging  Activities",
which   established  accounting  and  reporting   standards   for
derivative  instruments and for hedging activities.  It  requires
that  an  entity  recognize all derivatives as either  assets  or
liabilities  in the statement of financial position  and  measure
those instruments at fair value.  This statement is effective for
all  fiscal  quarters of fiscal years beginning  after  June  15,
1999.  The Company is in the process of evaluating the impact  of
this accounting pronouncement.

               MIDAMERICAN ENERGY HOLDINGS COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                ________________________________

9.   Segment Information:

The  Company  has  identified four reportable  business  segments
principally  based  on  geographic  area:   Domestic  electricity
generation,   foreign  electricity  generation   (primarily   the
Philippines),  domestic utility operations  and  foreign  utility
operations (primarily the United Kingdom). Information related to
the  Company's reportable operating segments is shown  below  (in
thousands).


                                           Three Months Ended
                                                March 31,
                                           1999         1998
Revenue:
Domestic generation                     $ 82,510    $ 122,595
Foreign generation                        52,388       55,264
Domestic utility                         119,724          ---
Foreign utility                          562,189      462,442
Segment revenue                          816,811      640,301
Corporate                                 41,207        4,010
                                        $858,018    $ 644,311
Operating income: (1)
Domestic generation                     $ 44,998    $  58,883
Foreign generation                        31,187       35,625
Domestic utility                          12,087          ---
Foreign utility                           60,970       49,896
Segment operating income                 149,242      144,404
Corporate                                 28,357      (7,354)
                                        $177,599    $ 137,050
Capital expenditures:
Domestic generation                     $ 28,553    $  17,215
Foreign generation                        18,669       87,230
Domestic utility                           5,031          ---
Foreign utility (2)                       25,916       93,136
Segment capital expenditures              78,169      197,581
Corporate                                    374          310
                                        $ 78,543    $ 197,891

(1)   Operating   income  excludes  interest  expense,   net   of
capitalized interest.
(2)  Capital  expenditures  at the foreign  utility  exclude  the
effect of exchange rate changes.

               MIDAMERICAN ENERGY HOLDINGS COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                ________________________________

9.   Segment Information (continued):

                                       March 31,  December  31,
                                          1999         1998

Identifiable assets:
Domestic generation                    $  702,422 $ 2,458,842
Foreign generation                      1,863,371   1,956,387
Domestic utility                        5,468,165         ---
Foreign utility                         2,947,335   3,095,839
Segment identifiable assets            10,981,293   7,511,068
Corporate                                 159,535   1,592,456
                                      $11,140,828 $ 9,103,524
Long-lived assets:
Domestic generation                   $   433,708 $ 1,930,347
Foreign generation                      1,314,437   1,305,190
Domestic utility                        4,240,220         ---
Foreign utility                         2,445,953   2,519,615
Segment long-lived assets               8,434,318   5,755,152
Corporate                                  20,393      19,063
                                      $ 8,454,711 $ 5,774,215

The  remaining  differences  from  the  segment  amounts  to  the
consolidated   amounts  relate  principally  to   the   corporate
functions  including  administrative costs,  corporate  cash  and
related  interest income as well as the gain on the sale  of  the
qualified facilities.



               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Results of Operations:

The  following is management's discussion and analysis of certain
significant  factors which have affected the Company's  financial
condition  and results of operations during the periods  included
in the accompanying statements of operations.

As  a result of the acquisition of MHC and the sales of Coso  and
an  interest in CE Generation, the Company's future results  will
differ significantly from the Company's historical results.

Acquisitions:

On  August  11,  1998, the Company entered into an Agreement  and
Plan  of Merger with MHC.  The MidAmerican Merger closed on March
12, 1999 and the Company paid $27.15 in cash for each outstanding
share  of  MHC  common  stock for a total of approximately  $2.42
billion  in  a merger, pursuant to which MHC became  an  indirect
wholly  owned  subsidiary  of  the  Company.   Additionally,  the
Company   reincorporated  in  the  State  of  Iowa,  was  renamed
MidAmerican  Energy Holdings Company and upon closing  became  an
exempt public utility holding company.

The  consummation of the MidAmerican Merger was conditioned  upon
receipt  of a number of regulatory and shareholder approvals  and
the  disposition of partial interests in certain of the Company's
power  generating facilities in order to maintain the  qualifying
facilities   status   of   such  independent   power   generating
facilities.  On February 26, 1999, the Company closed the sale of
all  of  its ownership interests in the Coso Project to Caithness
Energy  LLC  ("Caithness").  The price includes $205  million  in
cash and $5 million in contingent payments plus the assumption of
approximately $67.7 million in debt.  On February  8,  1999,  the
Company  created  a  new  subsidiary,  CE  Generation  LLC   ("CE
Generation")  and subsequently transferred its  interest  in  the
Imperial  Valley  Projects and Gas Plants to CE  Generation.   On
March  2,  1999,  CE Generation closed the sale of  $400  million
aggregate principal amount of its 7.416% Senior Secured Bonds due
2018.   On March 3, 1999, the Company closed the sale of  50%  of
its  ownership interests in CE Generation to an affiliate  of  El
Paso  Energy  Corporation  for  an  aggregate  consideration   of
approximately  $247 million in cash, $6.5 million  in  contingent
payments and $23.5 million in equity commitments.  Including  the
gross  proceeds  from  the  CE  Generation  debt  offering,   the
aggregate consideration was approximately $677 million.

Business of MHC:

MHC's  interests  include  100%  of  the  common  stock  of  MEC,
MidAmerican Capital Company and Midwest Capital Group and 95%  of
the common stock of MidAmerican Realty Services. MEC is primarily
engaged in the business of generating, transmitting, distributing
and   selling  electricity  and  in  distributing,  selling   and
transporting  natural  gas. MidAmerican Capital  Company  manages
marketable   securities   and  passive   investment   activities,
nonregulated   wholesale  and  retail  natural  gas   businesses,
security   services   and   other  energy-related,   nonregulated
activities.   Midwest  Capital  Group  functions  as  a  regional
business   development  company  in  MEC's   service   territory.
MidAmerican Realty Services includes MHC's real estate  brokerage
operations  and offers integrated real estate services  in  seven
states   including  residential  brokerage,  relocation,   title,
abstract and mortgage services.

               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Business of MHC (continued):

Currently, MEC has gas and electric operations in Iowa,  Illinois
and  South Dakota and gas operations in Nebraska.  Most of  MEC's
business  is  conducted  in  a  rate-regulated  environment   and
accordingly, many of its decisions as to the source  and  use  of
resources  and  other  strategic matters  are  evaluated  from  a
utility  business  perspective.  However,  beginning  January  1,
1998, MEC began managing its operations as four distinct business
units:   generation,  transmission, energy delivery  and  retail.
Certain  administrative  functions are  handled  by  a  corporate
services  group  which  supports  all  of  the  business   units.
Although  specific functions may be moved between business  units
as  future  circumstances warrant, the principal  focus  of  each
business  unit  has  been  established.   Presently,  significant
functions  of the generation business unit include the production
and  purchase  of energy and the sale of wholesale  energy.   The
transmission business unit coordinates all activities related  to
MEC's transmission facilities, including monitoring access to and
assuring  the  reliability  of the transmission  system.   Energy
delivery includes the distribution of electricity and natural gas
to end-users, and related activities.  Retail includes marketing,
customer service and related functions for core and complementary
products and services.

Business of Northern:

A  significant portion of the Company's results of operations are
attributable  to  Northern Electric plc  ("Northern")  operations
which  consist  primarily  of  the  distribution  and  supply  of
electricity,   supply   of  natural  gas  and   other   auxiliary
businesses.  Northern's operations are seasonal in nature with  a
disproportionate percentage of revenues and earnings historically
being earned in the Company's first and fourth quarters.

Northern receives electricity from the national grid transmission
system  and  distributes  it  to customers'  premises  using  its
network of transformers, switchgear and cables. Substantially all
of  the customers in Northern's authorized area are connected  to
Northern's network and can only be delivered electricity  through
Northern's  distribution  system, regardless  of  whether  it  is
supplied by Northern's own supply business or by other suppliers,
thus  providing Northern with distribution volume that is  stable
from  year to year.  Northern charges access fees for the use  of
the   distribution  system.   The  prices  for  distribution  are
controlled by a prescribed formula that limits increases (and may
require decreases) based upon the rate of inflation in the United
Kingdom and other regulatory action.

Northern's  supply business primarily involves the bulk  purchase
of  electricity, through a central pool, and subsequent resale to
individual  customers. The supply business generally  is  a  high
volume  business  which tends to operate at  lower  profitability
levels than the distribution business. Prior to November 4, 1998,
Northern was the exclusive supplier of electricity to premises in
its  authorized  area,  except where  the  maximum  demand  of  a
customer  was  greater  than 100kW. The income  received  by  the
supply  business  from  customers with  demand  under  100kW  was
controlled  by  a prescribed formula, while income received  from
other  customers  was not regulated.  In the  competitive  market
between  100kW and 1MW, Northern has significantly increased  its
sales  during  1998 and 1999.  In the April 1999  contract  round
there  has been a further increase of 85%.  Northern is  now  the
third  largest  electricity  supplier  in  this  sector  of   the

               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Business of Northern (continued):

market.  Beginning November 4, 1998, liberalization of the entire
market  in  Northern's  area commenced in  stages  with  complete
liberalization achieved in Northern's authorized area by the  end
of April, 1999.

Northern  also  competes  to supply gas inside  and  outside  its
authorized  area.   In the supply of gas to the  business  market
Northern  has  increased its annual gas  sales  from  50  million
therms  in  1997 to its present level of 200 million therms.   In
the residential market Northern currently supplies gas to 550,000
customers  and has over 100,000 additional customers  progressing
through  the  registration system.  Northern  is  now  the  third
largest   gas  supplier  in  the  residential  market.   Northern
continues to expand its electricity and gas supply customer  base
through the Dual Fuel marketing program.

Power Generation Projects:

On  February  8,  1999, the Company created a new subsidiary,  CE
Generation LLC ("CE Generation") and subsequently transferred its
interest  in  the Imperial Valley Projects and Gas Plants  to  CE
Generation.  On March 2, 1999, CE Generation closed the  sale  of
$400  million  aggregate principal amount of  its  7.416%  Senior
Secured Bonds due 2018.  On March 3, 1999, the Company closed the
sale  of  50% of its ownership interests in CE Generation  to  an
affiliate   of  El  Paso  Energy  Corporation  for  an  aggregate
consideration of approximately $247 million in cash, $6.5 million
in  contingent payments and $23.5 million in equity  commitments.
Including  the  gross  proceeds  from  the  CE  Generation   debt
offering,  the  aggregate consideration  was  approximately  $677
million.   Due  to  the  sale  of 50%  of  its  interests  in  CE
Generation,  the  Company has accounted for CE Generation  as  an
equity investment beginning March 3, 1999.


For  purposes of consistent presentation, plant capacity  factors
for  Vulcan,  Hoch (Del Ranch), Elmore and Leathers (collectively
the  "Partnership Project") are based on capacity amounts of  34,
38,  38, and 38 net MW respectively, and for Salton Sea I, Salton
Sea II, Salton Sea III and Salton Sea IV plants (collectively the
"Salton  Sea Project") are based on capacity amounts of  10,  20,
49.8  and  39.6 net MW respectively (the Partnership Project  and
the  Salton  Sea  Project are collectively  referred  to  as  the
"Imperial Valley Project").  Plant capacity factors for  Saranac,
Power  Resources, NorCon and Yuma (collectively the "Gas Plants")
are  based  on capacity amounts of 240, 200, 80, and 50  net  MW,
respectively.   Each  plant possesses an operating  margin  which
allows  for  production  in excess of the  amount  listed  above.
Utilization of this operating margin is based upon a  variety  of
factors  and  can be expected to vary between calendar  quarters,
under normal operating conditions.

The  Partnership Project sells all electricity generated  by  the
respective  plants pursuant to four separate long-term agreements
("SO4  Agreements") between the respective projects and  Southern
California  Edison  Company  ("Edison").   These  SO4  Agreements
provide for capacity payments, capacity bonus payments and energy
payments.   Edison  makes  fixed  annual  capacity  payments  and
capacity  bonus  payments  to the projects  to  the  extent  that
capacity  factors  exceed  certain  benchmarks.   The  price  for
capacity  and capacity bonus payments is fixed for  the  life  of

               MIDAMERICAN ENERGY HOLDINGS COMPANY

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Power Generation Projects: (continued)

the  SO4  Agreements  and the capacity payment  is  significantly
higher in the months of June through September. Energy is sold at
increasing  scheduled rates for the first ten  years  after  firm
operation and thereafter at Edison's avoided cost of energy.

The scheduled energy price periods of the Partnership Project SO4
Agreements   extended  until  February  1996   for   the   Vulcan
Partnership,  December 1998 for the Hoch (Del Ranch)  and  Elmore
Partnerships,  and extend until December 1999  for  the  Leathers
Partnership.

For  1999, Navy I, Vulcan, Hoch and Elmore are receiving Edison's
avoided   cost  of  energy  pursuant  to  their  respective   SO4
Agreements.  The SO4 Agreement for Leathers provides  for  energy
rates of 15.6 cents per kWh in 1999.

Salton  Sea I sells electricity to Edison pursuant to  a  30-year
negotiated power purchase agreement, as amended (the "Salton  Sea
I  PPA"),  which provides for capacity and energy payments.   The
energy  payment is calculated using a base price which is subject
to  quarterly adjustments based on a basket of indices.  The time
period weighted average energy payment for Salton Sea I was  5.4 cents
per  kWh  during the three months ended March 31, 1999.   As  the
Salton Sea I PPA is not an SO4 Agreement, the energy payments  do
not revert to Edison's avoided cost of energy.

Salton  Sea  II  and  Salton Sea III sell electricity  to  Edison
pursuant  to  30-year modified SO4 Agreements  that  provide  for
capacity  payments, capacity bonus payments and energy  payments.
The  price  for  contract  capacity and contract  capacity  bonus
payments  is  fixed for the life of the modified SO4  Agreements.
The  energy payments for the first ten year period, which expires
in  April 2000 for Salton Sea II and expired in February 1999 for
Salton  Sea III, are levelized at a time period  weighted average
of 10.6 cents per kWh and 9.8 cents per kWh for Salton Sea II and Salton
Sea  III,  respectively. Thereafter, the monthly energy  payments
will be Edison's avoided cost of energy.  For Salton Sea II only,
Edison  is  entitled to receive, at no cost,  5%  of  all  energy
delivered in excess of 80% of contract capacity through September
30, 2004.

Salton  Sea IV sells electricity to Edison pursuant to a modified
SO4 agreement which provides for contract capacity payments on 34
MW  of  capacity  at two different rates based on the  respective
contract  capacities deemed attributable to the  original  Salton
Sea PPA option (20 MW) and to the original Fish Lake PPA (14 MW).
The  capacity  payment  price  for  the  20  MW  portion  adjusts
quarterly  based upon specified indices and the capacity  payment
price  for  the  14  MW portion is a fixed levelized  rate.   The
energy payment (for deliveries up to a rate of 39.6 MW) is  at  a
fixed price for 55.6% of the total energy delivered by Salton Sea
IV  and  is based on an energy payment schedule for 44.4% of  the
total energy delivered by Salton Sea IV.  The contract has a  30-
year  term but Edison is not required to purchase the  20  MW  of
capacity and energy originally attributable to the Salton  Sea  I
PPA  option  after  September 30, 2017, the original  termination
date of the Salton Sea I PPA.

               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Power Generation Projects: (continued)

For  the  three  months  ended March 31, 1999,  Edison's  average
avoided  cost of energy was 2.6 cents per kWh.  Estimates of  Edison's
future  avoided cost of energy vary substantially  from  year  to
year. The Company cannot predict the likely level of avoided cost
of  energy  prices under the SO4 Agreements and the modified  SO4
Agreements  at  the expiration of the scheduled payment  periods.
The  revenues  generated by each of the projects operating  under
SO4  Agreements  will  likely  decline  significantly  after  the
expiration of the respective scheduled payment periods.

The  Saranac Project sells electricity to New York State Electric
&  Gas  ("NYSEG") pursuant to a 15-year negotiated power purchase
agreement  (the "Saranac PPA"), which provides for  capacity  and
energy payments.  Capacity payments, which in 1999 total 2.4 cents per
kWh, are received for electricity produced during "peak hours" as
defined  in  the  Saranac PPA and escalate at approximately  4.1%
annually for the remaining term of the contract. Energy payments,
which  average  7.0 cents per kWh in 1999, escalate  at  approximately
4.4%  annually  for  the remaining term  of  the  contract.   The
Saranac PPA expires in June of 2009.  See Note 6 to the financial 
statements regarding NYSEG Petition.

The  Power Resources Project sells electricity to Texas Utilities
Electric Company ("TUEC") pursuant to a 15-year negotiated  power
purchase  agreement (the "Power Resources PPA"),  which  provides
for  capacity and energy payments.  Capacity payments and  energy
payments, which in 1999 are approximately $3.2 million per  month
and 3.1 cents per kWh, respectively, escalate at 3.5% annually for the
remaining term of the contract.  The Power Resources PPA  expires
in September 2003.

The  NorCon  Project  sells electricity to Niagara  Mohawk  Power
Corporation  ("NIMO")  pursuant to  a  25-year  negotiated  power
purchase  agreement (the "NorCon PPA") which provides for  energy
payments  calculated pursuant to an adjusting  formula  based  on
NIMO's  ongoing Tariff Avoided Cost and the contractual  Long-Run
Avoided Cost.  The NorCon PPA term extends through December 2017.

The  Yuma  Project sells electricity to San Diego Gas &  Electric
Company  ("SDG&E")  under  an  existing  30-year  power  purchase
contract.   The energy is sold at SDG&E's avoided cost of  energy
and  the capacity is sold to SDG&E at a fixed price for the  life
of  the  power  purchase  contract.  The  contract  term  extends
through May 2024.

The  Upper Mahiao Project (the "Upper Mahiao Project") was deemed
complete  in  June  1996  and began receiving  capacity  payments
pursuant to the Upper Mahiao Energy Conversion Agreement
("ECA")  in July of 1996.  The Upper Mahiao Project is structured
as  a ten year build-own-operate-transfer ("BOOT"), in which  the
Company's subsidiary CE Cebu Geothermal Power Company, Inc.  ("CE
Cebu"),   the  project  company,  is  responsible  for  providing
operations and maintenance during the ten year BOOT period.   The
electricity generated by the Upper Mahiao geothermal power  plant
is  sold  to  PNOC - Energy Development Corporation ("PNOC-EDC"),
which  is  also responsible for supplying the facility  with  the
geothermal steam.  After the ten year cooperation period,  during
which  the  Company  will  recover its  capital  investment  plus
incremental return, the plant will be transferred to PNOC-EDC  at
no cost.


               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Power Generation Projects: (continued)

PNOC-EDC  is  obligated  to  pay for electric  capacity  that  is
nominated each year by CE Cebu, irrespective of whether  PNOC-EDC
is willing or able to accept delivery of such capacity.  PNOC-EDC
pays  to  CE Cebu a fee (the "Capacity Fee") based on  the  plant
capacity nominated to PNOC-EDC in any year (which, at the plant's
design capacity, is approximately 95% of total contract revenues)
and  a  fee (the "Energy Fee") based on the electricity  actually
delivered  to  PNOC-EDC  (approximately  5%  of  total   contract
revenues).

Payments  under  the  Upper Mahiao ECA are  denominated  in  U.S.
dollars, or computed in U.S. dollars and paid in Philippine pesos
at  the  then-current exchange rate, except for the  Energy  Fee,
which  is  paid  in  U.S. dollars. Significant  portions  of  the
Capacity  Fee  and Energy Fee are indexed to U.S. and  Philippine
inflation  rates, respectively.  PNOC-EDC's payment requirements,
and  its  other  obligations  under the  Upper  Mahiao  ECA,  are
supported  by  the  Government  of  the  Philippines  through   a
performance undertaking.

Unit  I  of  the  Malitbog Project (the "Malitbog  Project")  was
deemed complete in July 1996 and Units II and III in July 1997 at
which  times  such  units commenced receiving  capacity  payments
under  the  Malitbog  ECA.  The Malitbog  Project  is  owned  and
operated   by  Visayas  Geothermal  Power  Company  ("VGPC"),   a
Philippine  general partnership that is wholly owned, indirectly,
by  the Company.  Under its contract, VGPC is to sell 100% of its
output on substantially the same basis as described above for the
Upper  Mahiao  Project to PNOC-EDC, which will in turn  sell  the
power  to  the  National  Power Corporation  of  the  Philippines
("NPC").   However, VGPC receives 100% of its revenues from  such
sales in the form of capacity payments.  As with the Upper Mahiao
Project,
the  Malitbog Project is structured as a ten year BOOT, in  which
the   Company   is  responsible  for  providing  operations   and
maintenance  for  the ten year BOOT period.   After  a  ten  year
cooperation  period, during which the Company  will  recover  its
capital  investment plus incremental return, the  plant  will  be
transferred to PNOC-EDC at no cost.

The  Mahanagdong Project (the "Mahanagdong Project")  was  deemed
complete  in  July  1997  and began receiving  capacity  payments
pursuant  to  the  Mahanagdong  ECA  in  August  of  1997.    The
Mahanagdong Project is owned and operated by CE Luzon  Geothermal
Power Company, Inc., a Philippine corporation, that is indirectly
owned by the Company with a minority partner participation.   The
electricity generated by the Mahanagdong Project is sold to PNOC-
EDC  on  a  "take  or pay" basis, which is also  responsible  for
supplying  the facility with the geothermal steam. The  terms  of
the  Mahanagdong ECA are substantially similar to  those  of  the
Upper  Mahiao  ECA.  All  of  PNOC-EDC's  obligations  under  the
Mahanagdong   ECA  are  supported  by  the  Government   of   the
Philippines through a performance undertaking.  The capacity fees
are  approximately 97% of total revenues at the  design  capacity
levels  and  the energy fees are approximately 3% of  such  total
revenues.

Plant capacity factors for Navy I, Navy II, and BLM (collectively
the "Coso Project") are based upon a capacity amount of 80 net MW
for  each plant.  The Coso Project sold all electricity generated
by   the  respective  plants  pursuant  to  three  separate   SO4
Agreements between the respective projects and Edison.



               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Power Generation Projects: (continued)

The  scheduled  energy  price periods of  the  Coso  Project  SO4
Agreements  extended until at least August 1997 for each  of  the
units  operated  by  the Navy I Partnership and  March  1999  and
January  2000 for each of the units operated by the BLM and  Navy
II Partnerships, respectively.

On  February 26, 1999, the Company closed the sale of all of  its
ownership interests in the Coso Project to Caithness.  The  price
includes  $205  million  in  cash and $5  million  in  contingent
payments  plus the assumption of approximately $67.7  million  in
debt.

Results  of Operations for Three Months Ended March 31, 1999  and
1998:

Operating  revenue  increased in the first  quarter  of  1999  to
$797.9 million from $621.9 million for the same period in 1998, a
28.3%  increase.  Northern's operating revenue increased  in  the
first  quarter of 1999 to $561.5 million from $460.2 million  for
the  same period in 1998 primarily due to higher volumes  of  gas
supplied  as  well  as  higher electricity  revenues.   Operating
revenue  also  increased due to the acquisition of MHC  partially
offset by the sales of Coso and an interest in CE Generation.

The   following  data  represents  the  supply  and  distribution
operations in the U.K.:

                                             Three Months Ended
                                                   March 31,
                                                 1999    1998
Electricity Supplied (GWh)                      4,564     3,761

Electricity Distributed (GWh)                   4,224     4,171

Gas Supplied (Therms in millions)               183.7      88.4

The  increase in electricity supplied for the three months  ended
March  31, 1999 from the same period in 1998 is due primarily  to
the  increase in contract volumes in the competitive greater than
100  kW market.  The increase in electricity distributed for  the
three months ended March 31, 1999 from the same period in 1998 is
due to increased activity in the local economy.  The increase  in
gas  supplied in 1999 from 1998 reflects the increased volume  as
the  domestic  gas  supply business in  the  U.K.  opened  up  to
competition as a result of regulatory changes and the  successful
dual fuel marketing campaign.


               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Results  of Operations for Three Months Ended March 31, 1999  and
1998 (continued):

The  following  operating data represents the aggregate  capacity
and electricity production of the domestic geothermal projects:

                                             Three Months Ended
                                                   March 31,
                                                 1999    1998

Overall capacity factor                         96.7%     93.8%

kWh produced (in thousands)                   892,700 1,028,000

Capacity NMW*                                   427.4     507.4

*   The  three months ended March 31, 1999 is a weighted  average
for the disposition of the Coso Project.

The  capacity  factor for the three months ended March  31,  1999
increased  compared to the same period in 1998, due to  scheduled
turbine overhauls at Elmore, Leathers and Salton Sea in 1998.

The  following  operating data represents the aggregate  capacity
and electricity production of the Gas Plants:

                                              Three Months Ended
                                                   March 31,
                                                 1999    1998

Overall capacity factor                          84.6%    75.7%

kWh produced (in thousands)                  1,041,500  931,500

Capacity NMW                                       570      570

The   capacity   factor  of  the  Gas  Plants  reflects   certain
contractual    curtailments.    Excluding    these    contractual
curtailments, the capacity factors would be 98.2% for  the  three
months  ended  March 31, 1999, compared with 86.0% for  the  same
period  in 1998. The increase from the prior period was primarily
due  to  the  severe  winter snow and  ice  storms  which  caused
transmission  curtailments  at Saranac,  as  well  as  a  turbine
overhaul at PRI in the first quarter of 1998.

Interest and other income increased in the first quarter of  1999
to  $40.0 million from $22.5 million for the same period in 1998,
a  77.8%  increase.  The increase is primarily due  to  increased
interest income.

As  a  result  of  the  sales  of Coso  and  an  interest  in  CE
Generation, the Company recorded a gain of $20.2 million.

               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Results  of Operations for Three Months Ended March 31, 1999  and
1998 (continued):

Cost  of  sales increased in the first quarter of 1999 to  $447.2
million from $312.6 million for the same period in 1998, an 43.0%
increase.  The increase is primarily due to higher volumes of gas
and electricity supplied and the acquisition of MHC.

Operating  expense  increased in the first  quarter  of  1999  to
$142.0 million from $102.6 million for the same period in 1998, a
38.4% increase.  The increase is primarily due to the acquisition
of  MHC partially offset by the sales of Coso and an interest  in
CE Generation.

General  and administration costs decreased in the first  quarter
of  1999 to $11.9 million from $12.0 million for the same  period
in  1998, a 1.6% decrease.  The decrease is primarily due to  the
continuing integration of Northern's corporate costs.

Depreciation and amortization decreased marginally in  the  first
quarter of 1999 to $79.4 million from $79.9 million for the  same
period in 1998.  The decrease is due to the sales of Coso and  an
interest in CE Generation offset by the acquisition of MHC.

Interest  expense,  less amounts capitalized,  increased  in  the
first  quarter of 1999 to $100.8 million from $81.1  million  for
the  same  period  in 1998, a 24.3% increase.   The  increase  is
primarily  due to the acquisition of MHC and the greater  average
outstanding debt balances.

The provision for income taxes increased in the first quarter  of
1999  to $26.1 million from $18.5 million for the same period  in
1998,  a  40.7%  increase.  The increase is due to higher  pretax
income during the first quarter of 1999.

Minority interest increased in the first quarter to $10.9 million
from  $10.1 million for the same period in 1998, a 8.1% increase.
The increase is primarily due to the acquisition of MHC.

Income  before extraordinary item increased in the first  quarter
of 1999 to $39.8 million or $.67 per share, from $27.3 million or
$.45 per share for the same period in 1998.

On   January  15,  1999,  the  Company  redeemed  its   remaining
outstanding  Senior  Discount Notes  at  a  redemption  price  of
105.125% plus accrued interest.  On January 29, 1999, the Company
commenced  a  cash  offer  for  all of  its  outstanding  Limited
Recourse Notes.  The Company received tenders from holders of  an
aggregate  of approximately $195.8 million principal  which  were
paid  on  March  3, 1999, at a redemption price of 110.025%  plus
accrued  interest.   Due to the early retirement  of  the  Senior
Discount  Notes and Limited Recourse Notes, the Company  recorded
an extraordinary item of approximately $31.5 million, net of tax.

Liquidity and Capital Resources:

The  Company has available a variety of sources of liquidity  and
capital  resources, both internal and external.  These  resources
provide  funds  required  for  current  operations,  construction
expenditures, debt retirement and other capital requirements.


               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Liquidity and Capital Resources (continued):

The  Company's cash and cash equivalents were $118.4  million  at
March  31,  1999 as compared to $1,604.5 million at December  31,
1998.  The majority of this decrease was due to the cash used  to
acquire  MHC.   In  addition,  the  Company  recorded  separately
restricted  cash  and investments of $455.3  million  and  $637.6
million  at  March 31, 1999 and December 31, 1998,  respectively.
The  restricted  cash balance as of March 31, 1999  is  comprised
primarily of amounts deposited in restricted accounts from  which
the  Company  will fund the various projects under  construction.
Additionally,  the  accounts include the Dieng  Project  and  the
Patuha  Project  restricted cash accounts; and the  Upper  Mahiao
Project,  the  Mahanagdong Project and the Malitbog Project  cash
reserves for the debt service reserve funds.

As  of  March 31, 1999, the Company held 24.1 million  shares  of
treasury  stock at a cost of $773.3 million. The treasury  shares
will  provide  shares for issuance under the  Company's  employee
stock  option  and  share  purchase plan  and  other  outstanding
convertible   securities.  The  repurchase  plan  minimizes   the
dilutive  effect  of  the additional shares  issued  under  these
plans.

On  August  11,  1998, the Company entered into an Agreement  and
Plan  of Merger with MHC. The MidAmerican Merger closed on  March
12, 1999 and the Company paid $27.15 in cash for each outstanding
share  of  MHC  common  stock for a total of approximately  $2.42
billion  in  a merger, pursuant to which MHC became  an  indirect
wholly owned subsidiary of the Company. Additionally, the Company
reincorporated  in  the  State of Iowa, was  renamed  MidAmerican
Energy  Holdings Company and upon closing became an exempt public
utility holding company.

The  consummation of the MidAmerican Merger was conditioned  upon
receipt of a number of regulatory and shareholder approvals.   In
addition, the disposition of partial interests in certain of  the
Company's power generating facilities was required prior  to  the
consummation  of the MidAmerican Merger in order to maintain  the
qualifying facilities status of such independent power generating
facilities.

On  January 29, 1999, the Company commenced a cash offer for  all
of  its outstanding Limited Recourse Notes.  The Company received
tenders  from  holders  of  an aggregate  of  $195.8  million  of
principal amount of Notes which were paid on March 3, 1999, at  a
redemption price of 110.025% plus accrued interest.

On  February 26, 1999, the Company closed the sale of all of  its
indirect  ownership  interest in the Coso Project  to  Caithness.
The  price  includes  $205 million in  cash  and  $5  million  in
contingent  payments  plus the assumption of approximately  $67.7
million in debt.

On  February  8,  1999, the Company created a new subsidiary,  CE
Generation  and  subsequently transferred  its  interest  in  the
Imperial  Valley  Projects and Gas Plants to CE  Generation.   On
March  2,  1999,  CE Generation closed the sale of  $400  million
aggregate principal amount of its 7.416% Senior Secured Bonds due
2018.   On March 3, 1999, the Company closed the sale of  50%  of
its  ownership interests in CE Generation to an affiliate  of  El
Paso  Energy  Corporation  for  an  aggregate  consideration   of
approximately  $247 million in cash, $6.5 million  in  contingent

               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Liquidity and Capital Resources (continued):

payments and $23.5 million in equity commitments.  Including  the
gross  proceeds  from  the  CE  Generation  debt  offering,   the
aggregate consideration was approximately $677 million.

On  March  11,  1999,  MidAmerican Funding, LLC,  a  wholly-owned
subsidiary  of the Company, issued $200 million of  5.85%  Senior
Secured  Notes  due 2001, $175 million of 6.339%  Senior  Secured
Notes  due 2009, and $325 million of 6.927% Senior Secured  Bonds
due  2029.  The proceeds from the offering were used to  complete
the MidAmerican Merger.

The remaining outstanding Senior Discount Notes were redeemed  on
January  15, 1999 at a redemption price of 105.125% plus  accrued
interest.

Minerals Extraction

The  Company  developed  and owns the  rights  to  a  proprietary
process  for the extraction of minerals from elements in solution
in  the  geothermal  brine and fluids utilized  at  its  Imperial
Valley  plants (the "Salton Sea Extraction Project") as  well  as
the production of power to be used in the extraction process.   A
pilot plant has successfully produced commercial quality zinc  at
the
Company's  Imperial  Valley  Project.   The  Company  intends  to
sequentially develop facilities for the extraction of  manganese,
silver,  gold,  lead,  boron, lithium and other  products  as  it
further develops the extraction technology.  The Company is  also
investigating producing silica as an extraction project.   Silica
is used as a filler for such products as paint, plastics and high
temperature cement.

Minerals LLC, an indirect wholly-owned subsidiary of the  Company
is constructing the Zinc Recovery Project which will recover zinc
from   the   geothermal  brine  (the  "Zinc  Recovery  Project").
Facilities  will be installed near Imperial Valley Project  sites
to  extract  a  zinc chloride solution from the geothermal  brine
through   an  ion  exchange  process.   This  solution  will   be
transported to a central processing plant where zinc ingots  will
be   produced  through  solvent  extraction,  electrowinning  and
casting processes.  The Zinc Recovery Project is designed to have
a  capacity of approximately 30,000 metric tonnes per year and is
scheduled to commence commercial operation in mid-2000.  The zinc
produced  by  the Zinc Recovery Project is expected  to  be  sold
primarily  to U.S. West Coast customers such as steel  companies,
alloyers and galvanizers.

The  Zinc Recovery Project is being constructed by Kvaerner  U.S.
Inc.  ("Kvaerner")  pursuant  to  a  date  certain,  fixed-price,
turnkey  engineering, procurement and construction contract  (the
"Zinc  Recovery Project EPC Contract").  Kvaerner  is  a  wholly-
owned  indirect  subsidiary of Kvaerner ASA,  an  internationally
recognized engineering and construction firm experienced  in  the
metals, mining and processing industries.  Total project costs of
the Zinc Recovery Project are expected to be approximately $200.9
million.   The Company has incurred $31.5 million of  such  costs
through March 31, 1999.

               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Liquidity and Capital Resources (continued):

Imperial Valley Construction Projects

Power  LLC, an indirect wholly owned subsidiary of CE Generation,
is  constructing Salton Sea V.  Salton Sea V will be a 49 net  MW
geothermal power plant which will sell approximately one-third of
its  net output to the Zinc Recovery Project.  The remainder will
be sold through the California Power Exchange ("PX").

Salton  Sea  V  will be constructed pursuant to a  date  certain,
fixed  price,  turnkey engineering, procurement and  construction
contract  (the  "Salton Sea V EPC Contract") by Stone  &  Webster
Engineering  Corporation ("SWEC").  SWEC is one  of  the  world's
leading  engineering and construction firms for the  construction
of  electric  power plants and, in particular,  geothermal  power
plants.   Salton  Sea  V  is  scheduled  to  commence  commercial
operation in mid-2000.  Total project costs of Salton Sea  V  are
expected to be approximately $119.1 million.

Turbo  LLC,  an indirect wholly-owned subsidiary of CE Generation
is  constructing the CE Turbo Project.  The CE Turbo Project will
have  a  capacity of 10 net MW.  The net output of the  CE  Turbo
Project will be sold to the Zinc Recovery Project or sold through
the PX.

The  Partnership  Projects  are upgrading  the  geothermal  brine
processing  facilities at the Vulcan and Del Ranch Projects  with
the  Region  2  brine facilities construction.   In  addition  to
incorporating  the  pH modification process,  which  has  reduced
operating  costs at the Salton Sea Projects, the  more  efficient
facilities  are expected to achieve additional economies  through
improved  brine  processing systems and the utilization  of  more
modern   equipment.   The  Partnership  Projects   expect   these
improvements  will reduce brine-handling operating costs  at  the
Vulcan Project and the Del Ranch Project.

The   CE   Turbo  Project  and  the  Region  2  brine  facilities
construction  are being constructed by SWEC pursuant  to  a  date
certain,  fixed  price,  turnkey  engineering,  procurement   and
construction contract (the "Region 2 Upgrade EPC Contract").  The
obligations   of  SWEC  are  guaranteed  by  Stone   &   Webster,
Incorporated.   The  CE  Turbo Project is scheduled  to  commence
initial  operations in mid-2000 and the Region 2 brine facilities
construction  is scheduled to be completed in early-2000.   Total
project  costs  for both the CE Turbo Project and  the  Region  2
brine  facilities  construction are expected to be  approximately
$63.7 million.

Casecnan

CE   Casecnan  Water  and  Energy  Company,  Inc.,  a  Philippine
Corporation  ("CE Casecnan") which at completion of the  Casecnan
Project  is expected to be at least 70% indirectly owned  by  the
Company,   is  constructing  the  Casecnan  Project,  a  combined
irrigation and 150 net MW hydroelectric power generation  project
(the  "Casecnan  Project") located in the  central  part  of  the
island of Luzon in the Republic of the Philippines.


               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Liquidity and Capital Resources (continued):

CE Casecnan has entered into a fixed-price, date certain, turnkey
engineering,  procurement and construction contract  to  complete
the   construction  of  the  Casecnan  Project   (the   "Casecnan
Construction   Contract").    The   work   under   the   Casecnan
Construction   Contract  is  being  conducted  by  a   consortium
consisting of Cooperativa Muratori Cementisti CMC di Ravenna  and
Impresa  Pizzarotti & C. Spa working together with Siemens  A.G.,
Sulzer  Hydro Ltd., Black & Veatch and Colenco Power  Engineering
Ltd.   Construction  of the Casecnan Project is  expected  to  be
completed in 2000.  No further equity funding is expected.

Indonesia

On  December  2,  1994,  subsidiaries of  the  Company,  Himpurna
California  Energy  Ltd. ("HCE") and Patuha Power,  Ltd.  ("PPL",
together   with  HCE,  the  "Indonesian  Subsidiaries")  executed
separate  joint  operation  contracts  for  the  development   of
geothermal  steam fields and geothermal power facilities  located
in  Central Java in Indonesia with Perusahaan Pertambangan Minyak
Dan  Gas  Bumi Negara ("Pertamina"), the Indonesian national  oil
company,   and  executed  separate  "take-or-pay"  energy   sales
contracts  ("ESCs")  with both Pertamina and P.T.  PLN  (Persero)
("PLN"),   the   Indonesian  national  electric   utility.    The
Government  of  Indonesia provided sovereign  guarantees  of  the
obligations   under   the  joint  operating   and   "take-or-pay"
contracts.

In  1997  and 1998 a series of Indonesian government decrees  and
other  actions (including the non-payment of all monthly invoices
from  HCE's Dieng Unit I, which became operational in March 1998)
have  created significant uncertainty as to whether PLN  and  the
Indonesian government will honor their contractual obligations to
the Indonesian Subsidiaries.  The Indonesian Subsidiaries in 1998
initiated  dispute  resolution  procedures  under  the  ESCs  and
sovereign performance undertakings with PLN and the Government of
Indonesia,  respectively, and subsequently commenced  arbitration
to  resolve  the  dispute and they intend  to  continue  to  take
actions  to  require  the Government of Indonesia  to  honor  its
contractual  obligations.  However, actions by the Government  of
Indonesia  have  created  significant  risks  to  the  Indonesian
Subsidiaries.  Dieng Unit I was operationally  and  contractually
completed in March 1998 when the "take-or-pay" obligations  under
its  contract with PLN commenced.  However, PLN has defaulted  on
the contractually required and sovereign guaranteed "take-or-pay"
payment obligations.

Accordingly,  the  Indonesian Subsidiaries commenced  arbitration
proceedings  as  provided  under  the   Indonesian  Subsidiaries'
contracts  with PLN.   On May 4, 1999 the Company announced  that
an  international arbitration panel entered unanimous  awards  in
favor  of the Indonesian Subsidiaries in the arbitration  matters
brought  by them against PLN.  Finding that PLN had breached  the
provisions  of  the ESCs between PLN and both HCE  and  PPL,  the
arbitration  panel awarded HCE approximately $391.7  million  and
PPL  approximately $180.6 million in damages and ordered  PLN  to
pay these amounts immediately.  If the above amounts are not paid
to HCE and PPL, as required by the arbitration panel, HCE and PPL
will  proceed  against  the Government  of  Indonesia  under  the
sovereign performance undertakings provided to HCE and PPL by the
Ministry of Finance.

               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Liquidity and Capital Resources (continued):

Evolution of the Domestic Utility Industry

The  utility  industry continues to evolve into  an  increasingly
competitive  environment.   In  virtually  every  region  of  the
country, legislative and regulatory actions are being taken which
result   in  customers  having  more  choices  in  their   energy
decisions.

In the electric industry, the traditional vertical integration of
generation, delivery and marketing is being unbundled,  with  the
generation and marketing functions being deregulated.  For  local
gas  distribution  businesses, the  supply,  local  delivery  and
marketing  functions are similarly being separated and opened  to
competitors for all classes of customers.  While retail  electric
competition  is  presently not permitted in Iowa,  MEC's  primary
market, legislation to do so was introduced in Iowa's legislature 
during the last session. Deregulation of the gas supply function
related to small volume customers is also being considered by the
Iowa  Utilities  Board ("IUB"). MEC is actively participating  in
the   legislative  and  regulatory  processes  shaping  the   new
environment in which its businesses will operate.

The  generation  and retail portions of MEC's  electric  business
will  be  most  affected  by  competition.  The  introduction  of
competition   in  the  wholesale  market  has   resulted   in   a
proliferation  of power marketers and a substantial  increase  in
market  activity.   As  retail choice evolves,  competition  from
other  traditional utilities, power marketers and customer-owned
generation could put pressure on utility margins.

During  the  transition to full competition, increased volatility
in  the  marketplace can be expected. With the elimination of the 
energy adjustment clause in Iowa, MEC is exposed to movements in 
energy prices.  Although MEC, under current expectations, has
sufficient generation for its retail electric needs,
recent wholesale market volatility underscores the increased risk
and  opportunity  associated  with  the  energy  business  as  it
transitions to competition.

Legislative and Regulatory Evolution

In December 1997, the Governor of Illinois signed into law a bill
to restructure Illinois' electric utility industry and transition
it   to  a  competitive  market.   Under  the  law,  larger  non-
residential  customers in Illinois and 33% of the remaining  non-
residential  Illinois customers will be allowed to  select  their
provider of electric supply services, beginning October 1,  1999.
All  other  non-residential customers will have  supplier  choice
starting  December 31, 2000.  Residential customers  all  receive
the opportunity to select their electric supplier on May 1, 2002.

In  addition,  the  law provides for Illinois  earnings  above  a
certain  level of return on common equity ("ROE")  to  be  shared
equally between customers and MEC beginning in April 2000.  MEC's
ROE  level will be based on a rolling two-year average, with  the
first  determination being based on an average of 1998 and  1999.
The ROE level at which MEC will be required to share earnings  is
a  multi-step calculation of average 30-year Treasury Bond  rates
plus                          5.50%                           for

               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Liquidity and Capital Resources (continued):

1998  and 1999 and 6.50% for 2000 through 2004.  If the resulting
average  Treasury Bond rate were equal to the December  1998  30-
year  Treasury Bond rate, the ROE level above which sharing  must
occur  would  be  approximately 10.6%.  The  law  allows  MEC  to
mitigate the sharing of earnings above the threshold ROE  through
accelerating depreciation or other non-cash methods  that  would
reduce  MEC's  earnings.  MEC continues to evaluate its  strategy
regarding the sharing mechanism.

Accounting Effects of Industry Restructuring

A  possible consequence of competition in the utility industry is
that  SFAS  71 may no longer apply. SFAS 71 sets forth accounting
principles  for  operations that are regulated and  meet  certain
criteria.  For operations that meet the criteria, SFAS 71 allows,
among other things, the deferral of costs that would otherwise be
expensed  when  incurred.  A majority of MEC's electric  and  gas
utility  operations currently meet the criteria required by  SFAS
71,  but  its  applicability  is  periodically  reexamined.    If
portions of its utility operations no longer meet the criteria of
SFAS  71,  MEC  could  be  required  to  write  off  the  related
regulatory  assets  and liabilities from its balance  sheet,  and
thus,  a  material  adjustment to earnings in that  period  could
result.  As of March 31, 1999, MEC had $292 million of regulatory
assets on its balance sheet.

Rate Matters: Electric

Electric prices for MEC's Iowa industrial customers were  reduced
by  $6  million  annually  and electric  prices  for  MEC's  Iowa
commercial  customers  were reduced by $4 million  annually  through 
several steps from mid-1997 to the end of 1998. The reductions were 
achieved  through a retail access  pilot  project, negotiated 
individual electric contracts and a $1.5  million tariffed rate 
reduction  for  certain  non-contract commercial customers.

The  negotiated  electric  contracts  have  differing  terms  and
conditions as well as prices.  The contracts range in length from
five  to  ten years, and some have price renegotiation and  early
termination  provisions exercisable by either  party.   The  vast
majority  of the contracts are for terms of seven years or  less,
although,  some large customers have agreed to 10-year contracts.
Prices are set as fixed prices; however, many contracts allow for
potential price adjustments with respect to environmental  costs,
government  imposed  public purpose programs,  tax  changes,  and
transition  costs.  While the contract prices are  fixed  (except
for  the potential adjustment elements), the costs MEC incurs  to
fulfill  these  contracts will vary.  On an aggregate  basis  the
annual revenues under contract are approximately $180 million.

If  MEC's  annual Iowa electric jurisdictional ROE  exceeds  12%,
then  earnings above the 12% level will be shared equally between
customers  and  MEC; if the ROE exceeds 14%, then  two-thirds  of
MEC's  share  of  those  earnings will be  used  for  accelerated
recovery  of certain regulatory assets.  A 1997 pricing plan settlement
agreement precludes MEC  from filing for increased rates prior to 2001 
unless the ROE falls below 9%.  Other parties signing the agreement are
prohibited from filing

               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Liquidity and Capital Resources (continued):

for  reduced rates prior to 2001 unless the ROE, after reflecting
credits  to customers, exceeds 14%.  On April 14, 1999,  the  IUB
approved, subject to additional refund, MEC's ROE calculation and
its  proposed $2.2 million refund to non-contract customers.  MEC
has accrued for this refund.  The agreement also eliminated MEC's
energy adjustment clause, and, as a result, the cost of fuel is 
not directly passed on to customers.

Rate Matters: Gas

In October 1998, MEC made a filing with the IUB requesting a rate
increase  for  its Iowa retail gas customers.   An  interim  rate
increase  of approximately $6.7 million annually was approved  by
the  IUB on January 22, 1999, effective immediately. On April 23,
1999,  the  IUB issued an order approving a settlement  agreement
between  MEC,  the OCA and other parties which  provides  for  an
annual  increase of $13.9 million. MEC anticipates the new  rates
will be implemented by June 1999.

In  November  1998,  MEC  filed  with  the  South  Dakota  Public
Utilities Commission (SDPUC) requesting a rate increase  for  its
South  Dakota  retail  gas customers. The  SDPUC  in  April  1999
approved a rate increase of $2.4 million annually, effective  May
1, 1999.

Environmental Matters

Following   recommendations  provided  by  the  Ozone   Transport
Assessment Group, the EPA, in November 1997, issued a  Notice  of
Proposed  Rulemaking which identified 22 states and the  District
of Columbia as making a significant contribution to nonattainment
of  the ozone standard in downwind states in the eastern half  of
the  United States.  In September 1998, the EPA issued its  final
rules  in  this proceeding.  Iowa is not subject to the emissions
reduction  requirements in the final rules, and, as  such,  MEC's
facilities  are  not  currently subject to  additional  emissions
reductions as a result of this initiative.

On  July  18,  1997, the EPA adopted revisions  to  the  National
Ambient  Air  Quality  Standards (NAAQS)  for  ozone  and  a  new
standard  for  fine  particulate matter.  Based  on  data  to  be
obtained  from  monitors located throughout each state,  the  EPA
will  determine which states have areas that do not meet the  air
quality   standards   (i.e.,  areas  that   are   classified   as
nonattainment).    If   a   state  has  area(s)   classified   as
nonattainment  area(s), the state is required to submit  a  State
Implementation  Plan specifying how it will reach  attainment  of
the  standards  through emission reductions or other  means.   In
August 1998, the Iowa Environmental Protection Commission adopted
by reference the NAAQS for ozone and fine particulate matter.

The  impact  of  the  new standards on MEC  will  depend  on  the
attainment  status of the areas surrounding MEC's operations  and
MEC's  relative  contribution to the  nonattainment  status.  The
attainment status of areas in the state of Iowa will not be known
for  two  to  three  years.  However,  if  MEC's  operations  are
determined  to  contribute to nonattainment, the installation  of
additional control equipment, such as scrubbers and/or  selective
catalytic             reduction,             on             MEC's

               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Liquidity and Capital Resources (continued):

units could be required. The cost to install such equipment could
be  significant.   MEC  will continue to  follow  the  attainment
status  of  the  areas  in  which it operates  and  evaluate  the
potential  impact of the status of these areas on MEC  under  the
new regulations.

Nuclear Decommissioning

Each  owner of a nuclear facility is required to set aside  funds
to  provide for the cost of decommissioning its nuclear facility.
In general, decommissioning of a nuclear facility means to safely
remove  the facility from service and restore the property  to  a
condition  allowing unrestricted use by the operator.   Based  on
information  presently  available,  MEC  expects  to   contribute
approximately $42 million during the period 1999 through 2003  to
an  external  trust established for the investment of  funds  for
decommissioning the Quad Cities Station. Approximately 60% of the
trust's  funds  are now invested in domestic corporate  debt  and
common   equity  securities.   The  remainder  is   invested   in
investment grade municipal and U.S. Treasury bonds.

MEC  makes  payments to Nebraska Public Power  District  ("NPPD")
related  to decommissioning Cooper.  These payments are reflected
in  operating  expenses in the income statement.  NPPD  estimates
call  for MEC to pay approximately $57 million to NPPD for Cooper
decommissioning  during  the  period  1999  through  2003.   NPPD
invests  the  funds predominately in U.S. Treasury Bonds.   MEC's
obligation  for  Cooper decommissioning may be  affected  by  the
actual  plant shutdown date and the status of the power  purchase
contract  at  that time.  In July 1997, NPPD filed a  lawsuit  in
United  States District Court for the District of Nebraska naming
MEC  as  the defendant and seeking a declaration of MEC's  rights
and obligations in connection with Cooper nuclear decommissioning
funding.  See Note 6 to the financial statements regarding Cooper
litigation.

Cooper  and Quad Cities Station decommissioning costs charged  to
Iowa  customers  are  included in base  rates,  and  recovery  of
increases  in  those  amounts must be sought through  the  normal
ratemaking  process. MEC currently recovers Quad  Cities  Station
decommissioning  costs charged to Illinois  customers  through  a
rate rider on customer billings.

Securitization of Accounts Receivable

In 1997, MEC entered into a revolving agreement, which expires in
2002,  to  sell  all  of its right, title  and  interest  in  the
majority of its billed accounts receivable to MidAmerican  Energy
Funding  Corporation  (Funding Corp.), a special  purpose  entity
established  to purchase accounts receivable from  MEC.   Funding
Corp. in turn sold receivable interests to outside investors.  In
consideration for the sale, MEC received $70 million in cash  and
the  remaining  balance in the form of a subordinated  note  from
Funding  Corp.   The agreement is structured as a true  sale,  as
determined by SFAS No. 125, under which the creditors of  Funding
Corp.  will  be  entitled to be satisfied out of  the  assets  of
Funding  Corp. prior to any value being returned to  MEC  or  its
creditors.   Therefore,  the accounts  receivable  sold  are  not
reflected  on  the balance sheet.  As of March 31,  1999,  $112.3
million of accounts receivable, net of reserves, were sold  under
the agreement.

               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Liquidity and Capital Resources (continued):

In  December  1998, Northern entered into a revolving  receivable
purchase  agreement  with Kitty Hawk Funding Corporation  ("Kitty
Hawk"),  an  unaffiliated special purpose entity  established  to
purchase  accounts receivable.  The agreement, which  expires  in
December  1999, allows Northern to sell all of its rights,  title
and  interest  in the majority of its billed accounts  receivable
and to borrow against its unbilled accounts receivable.  In March
1999,  Northern  sold  a  significant  portion  of  its  accounts
receivable  and received approximately $161 million in  cash.  As
the  transaction  was  structured as a true  sale,  the  accounts
receivable are not reflected on the Company's balance sheet.   As
of  March 31, 1999, $161 million of accounts receivable,  net  of
reserves, were sold under the agreement.

Development Activity

The  Company is actively seeking to develop, construct,  own  and
operate    new    energy   projects,   both   domestically    and
internationally,  the completion of any of which  is  subject  to
substantial risk.  Development can require the Company to  expend
significant  sums  for preliminary engineering, permitting,  fuel
supply,  resource  exploration,  legal  and  other  expenses   in
preparation for competitive bids which the Company may not win or
before  it  can  be  determined whether a  project  is  feasible,
economically attractive or capable of being financed.  Successful
development  and  construction is contingent  upon,  among  other
things,  negotiation  on terms satisfactory  to  the  Company  of
engineering, construction, fuel supply and power sales  contracts
with other project participants, receipt of required governmental
permits  and  consents and timely implementation of construction.
There  can  be  no  assurance  that development  efforts  on  any
particular   project,   or  the  Company's  development   efforts
generally, will be successful.

The  Company  believes that the international  independent  power
market  holds  opportunities  for financially  attractive  energy
product development.  The financing, construction and development
of   projects   outside  the  United  States  entail  significant
political  and  financial risks (including,  without  limitation,
uncertainties associated with first time privatization efforts in
the  countries  involved,  currency exchange  rate  fluctuations,
currency repatriation restrictions, political instability,  civil
unrest and expropriation) and other structuring issues that  have
the  potential to cause substantial delays or material impairment
of  the  value of the project being developed, which the  Company
may not be fully capable of insuring against.  The uncertainty of
the  legal environment in certain foreign countries in which  the
Company  may  develop  or acquire projects  could  make  it  more
difficult  for the Company to enforce its rights under agreements
relating to such projects.  In addition, the laws and regulations
of certain countries may limit the ability of the Company to hold
a  majority interest in some of the projects that it may  develop
or acquire.  The Company's international projects may, in certain
cases,  be  terminated by a government.  Projects  in  operation,
construction  and  development  are  subject  to  a   number   of
uncertainties more specifically described in the Company's Form 8-
K,  dated  March 26, 1999, filed with the Securities and Exchange
Commission.

               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Liquidity and Capital Resources (continued):

Year 2000

What  is generally known as the year 2000 ("Y2K") computer  issue
arose  because  many  existing  computer  programs  and  embedded
systems  use  only  the  last two digits  to  refer  to  a  year.
Therefore,  those  computer programs do not properly  distinguish
between  a  year that begins with "20" instead of  "19".  If  not
corrected,  many  computer  applications  could  fail  or  create
erroneous  results.  The failure to correct a material  Y2K  item
could  result  in  an interruption in, or a failure  of,  certain
normal   business   activities  or   operations   including   the
generation,  distribution, and supply of electricity and  natural
gas.   Such  failures could materially and adversely  affect  the
Company's   results  of  operations,  liquidity   and   financial
condition.

The  Y2K issue creates uncertainty for the Company from potential
issues with its own computer systems and from third parties  with
whom  the  Company deals on transactions worldwide. The Company's
operations  utilize  systems  and  equipment  provided  by  other
organizations. As a result, Y2K readiness of suppliers,  vendors,
service   providers  or  customers  could  impact  the  Company's
operations.  The  Company  is assessing  the  readiness  of  such
constituent entities and the impacts on those entities that  rely
upon  the  Company's services. The Company is unable to determine
at  this  time whether the consequences of Y2K failures of  third
parties  will have a material impact on the Company's results  of
operations, liquidity or financial condition.

The Company has commenced, for all of its information systems,  a
Y2K  date  conversion  project  to  address  all  necessary  code
changes, testing and implementation in order to resolve  the  Y2K
issue.  The  Company  created a worldwide  Y2K  project  team  to
identify,  assess  and correct all of its information  technology
(IT)  and  non-IT systems, as well as, identify and assess  third
party systems.

The  Company has identified and assessed substantially all of its
IT  and  non-IT  systems  and  is currently  in  the  process  of
repairing  or replacing those systems which it believes  are  not
Year  2000  compliant.  As  of March 31,  1999,  the  Company  is
approximately  91%  complete  in  repairing  or  replacing  those
systems.  The Company expects to be 100% complete of  correcting,
testing, and compliance by October 1999.

Total  Y2K  expenditures, for both repairing  or  replacing  non-
compliant  systems,  are  expected to total  approximately  $27.8
million.  Through  March  31,  1999,  the  Company  has  incurred
approximately  $11 million of Y2K expenditures. The  Company  has
renovated  or  replaced  several non-compliant  systems  to  gain
enhanced functionalities.  The cost of these types of renovations
and  replacements is not reported herein since their  development
and installation were not driven by Y2K concerns.  The Company is
not aware of any additional material costs necessary to bring all
of  its  systems into compliance however, there is  no  assurance
that additional costs will not be incurred.


               MIDAMERICAN ENERGY HOLDINGS COMPANY

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
               _________________________________

Liquidity and Capital Resources (continued):

A  contingency plan identifying credible worst-case scenarios  is
being  developed.   The  contingency plan is  comprised  of  both
mitigation and recovery aspects.  Mitigation entails planning  to
reduce  the impact of unresolved year 2000 problems, and recovery
entails planning to restore services in the event that year  2000
problems occur.  It is expected that the contingency plan will be
complete by mid-year 1999.

MEC  participated in a contingency planning drill coordinated  by
the North American Electric Reliability Council on April 9, 1999,
and  intends  to participate in a second drill on September  8-9,
1999.

Although  management  believes  that  the  Y2K  project  will  be
substantially  complete before January 1,  2000,  any  unforeseen
failures of the Company's and/or third parties' computer  systems
could  have a material impact on the Company's ability to conduct
its business.

Certain  information  included in this report  contains  forward-
looking  statements  made  pursuant  to  the  Private  Securities
Litigation  Reform Act of 1995 ("Reform Act").   Such  statements
are  based on current expectations and involve a number of  known
and  unknown risks and uncertainties that could cause the  actual
results and performance of the Company to differ materially  from
any expected future results or performance, expressed or implied,
by  the forward-looking statements.  In connection with the  safe
harbor  provisions of the Reform Act, the Company has  identified
important  factors  that  could cause actual  results  to  differ
materially   from   such   expectations,  including   development
uncertainty,   operating  uncertainty,  acquisition  uncertainty,
uncertainties  relating to doing business outside of  the  United
States,   uncertainties   relating   to   geothermal   resources,
uncertainties  relating  to domestic and  international  (and  in
particular,  Indonesia)  economic and  political  conditions  and
uncertainties  regarding  the impact of regulations,  changes  in
government   policy,  industry  deregulation   and   competition.
Reference  is made to all of the Company's SEC filings, including
the   Company's  Report  on  Form  8-K  dated  March  26,   1999,
incorporated  herein  by reference, for  a  description  of  such
factors.  The Company assumes no responsibility to update forward-
looking information contained herein.


              MIDAMERICAN ENERGY HOLDINGS COMPANY
                  PART II - OTHER INFORMATION

Item 1 -  Legal proceedings.

        As  of  March 31, 1999, there are no material outstanding
     lawsuits   against  the  Company;  however   see   Note   6,
     Commitments and Contingencies regarding litigation involving
     the Company's projects and subsidiaries.

Item 2 -  Changes in Securities.

     Not applicable.

Item 3 -  Defaults on Senior Securities.

     Not applicable.

Item 4 -  Submission of Matters to a Vote of Security Holders.

     Not applicable.

Item 5 -  Other Information.

     Not applicable.

Item 6 -  Exhibits and Reports on Form 8-K.

  (a)  Exhibits:

     Exhibit 11 - Calculation of earnings per share.

     Exhibit 15 - Awareness letter of Independent Accountants.

     Exhibit 27 - Financial Data Schedule.

       (b)   Reports on Form 8-K:

        During the quarter ended March 31, 1999 the Company filed
     the following:

        (i)  Form 8-K dated January 19, 1999 announcing that the Company
            redeemed in full its outstanding 10 1/4% Senior Discount Notes
            due 2004.
        
        (ii)Form  8-K dated January 25, 1999 announcing that  the
            Company  signed  an  agreement to sell  its  minority
            ownership  interests  in the  Coso  Geothermal  Power
            projects to Caithness Energy LLC.
        
        (iii)     Form 8-K dated January 29, 1999 announcing that
            the  Company had commenced a cash offer  for  all  of
            its   outstanding  9  7/8%  Limited  Recourse  Senior
            Secured Notes due 2003.
        
        (iv)Form 8-K dated February 23, 1999 announcing that  the
            Company  has signed an agreement to sell 50%  of  its
            ownership  interests  in  CE  Generation  LLC  to  an
            affiliate of El Paso Energy Corporation.
        
        (v) Form 8-K dated February 25, 1999 announcing that  the
            Company  had  established the final pricing  for  the
            tender  of  its 9 7/8% Limited Recourse Senior  Notes
            due  2003.  On March 1, 1999 CalEnergy announced that
            it  had  received  tenders from  the  holders  of  an
            aggregate of $195,765,000 principal amount of  its  9
            7/8% Limited Recourse Senior Secured Notes.
        
        (vi)Form  8-K dated February 26, 1999 reporting that  the
            Company  had  completed  the sale  of  its  ownership
            interest   in   the  Coso  geothermal   projects   to
            Caithness Energy LLC and that it closed the  sale  of
            50%  of its ownership interests in CE Generation  LLC
            to El Paso Power Holding Company.
        
        (vii)     Form  8-K  dated March 11, 1999 reporting  that
            based  on  the pending consummation of the  Company's
            acquisition,   it   has  received  investment   grade
            ratings  on  its senior debt securities from  all  of
            the  securities rating agencies which  issue  ratings
            on their securities.
        
        (viii)    Form  8-K  dated March 11, 1999 reporting  that
            its  subsidiary MidAmerican Funding, LLC  closed  the
            sale  of  $700 million aggregate principal amount  of
            Senior  Secured  Notes and Bonds and that  Registrant
            announced  that CalEnergy Company, Inc.  incorporated
            in  Iowa (thereby forming the new Registrant) and had
            closed   its   acquisition  of   MidAmerican   Energy
            Holdings Company, which had been renamed MHC, Inc.
        
        (ix)Form   8-K  dated  March  12,  1999  reporting   that
            CalEnergy  Company, Inc. had reincorporated  in  Iowa
            by  merging with and into the Registrant and  changed
            its name to MidAmerican Energy Holdings Company.
        
        (x) Form  8-K  dated  March 26, 1999  reporting  that  in
            connection with the "safe harbor" provisions  of  the
            Private  Securities Litigation Reform  Act  of  1995,
            the Company is filing cautionary statements.
        
                           SIGNATURES


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 thereunto duly authorized.



                         MIDAMERICAN ENERGY HOLDINGS COMPANY


Date: May 17, 1999       /s/  Patrick J. Goodman
                              Patrick J. Goodman
                              Senior  Vice  President  &  Chief
                              Financial Officer




                         EXHIBIT INDEX

Exhibit                                                  Page
  No.                                                     No.

  11          Calculation of Earnings Per Share           39

  15          Awareness Letter of Independent Accountants 40

  27          Financial Data Schedule                     41

                                                       Exhibit 11
                                
               MIDAMERICAN ENERGY HOLDINGS COMPANY
                                
                CALCULATION OF EARNINGS PER SHARE
                                
         (dollars in thousands, except per share amounts)
                       ___________________

                                                Three Months Ended
                                                      March 31,
                                                 1999          1998
Actual weighted average shares
outstanding for the period                   59,205,397    61,081,469

Dilutive stock options and warrants
using average market prices                     711,797       588,240

Additional dilutive stock options assuming
conversion of convertible preferred
securities of subsidiary trusts              13,326,683     7,672,883

Diluted shares outstanding                   73,243,877    69,342,592

Net income per share before
extraordinary item                        $      39,791  $     27,295

Extraordinary item, net of tax                  (31,520)            -

Net income available to
common stockholders                       $      8,271   $     27,295

Net income per share before
extraordinary item                        $        .67   $        .45

Extraordinary item                                (.53)             -

Net income per share                      $        .14   $        .45

Diluted income per share before
extraordinary item(1)                     $        .62   $        .43

Diluted income per share based on SEC
interpretive  release  No.  34-9083(1)    $        .19   $        .43

(1)-Net  income available to common stockholders  for  the  three
months  ended March 31, 1999 and 1998 was increased by  dividends
on  convertible preferred securities of subsidiary trusts, net of
tax effect, of $5,471 and $2,751, respectively.

                                                       Exhibit 15





MidAmerican Energy Holdings Company
Des Moines, Iowa

We  have  made a review, in accordance with standards established
by the American Institute of Certified Public Accountants, of the
unaudited  interim  financial information of  MidAmerican  Energy
Holdings Company for the three month periods ended March 31, 1999
and 1998 as indicated in our report dated April 28, 1999; because
we  did  not  perform an audit, we expressed no opinion  on  that
information.

We are aware that our report referred to above, which is included
in your Quarterly Report on Form 10-Q for the quarter ended March
31, 1999, is incorporated by reference in Registration Statements
No.  33-38431, No. 33-41152, No. 33-44934, No. 33-52147, No.  33-
64897,   No.  333-30395  and  No.  333-74691  on  Form  S-8   and
Registration Statements No. 33-51363, No. 333-32821 and No.  333-
62697 on Form S-3.

We  also  are  aware that the aforementioned report, pursuant  to
Rule 436(c) under the Securities Act of 1933, is not considered a
part  of  a  Registration Statement prepared or certified  by  an
accountant  or  a report prepared or certified by  an  accountant
within the meaning of Sections 7 and 11 of that Act.



DELOITTE & TOUCHE LLP
Des Moines, Iowa
May 17, 1999