<PAGE>

      As Filed with the Securities and Exchange Commission on July 3, 1995
                                                  Registration No. 33-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             ______________________


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

          Iowa                                                    42-1425214
    (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                           Identification  No.)

                        666 Grand Avenue, P. O. Box 9244
                          Des Moines, Iowa  50306-9244
                                 (515) 242-4300
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)


               Iowa-Illinois Gas and Electric Company Savings Plan
         Midwest Power Systems Inc. 401(k) Plan for Bargaining Employees
          Midwest Power Systems Inc. 401(k) Plan for Salaried Employees
                            (Full title of the Plans)


                                Paul J. Leighton
                        666 Grand Avenue, P. O. Box 9244
                          Des Moines, Iowa  50306-9244
                                 (515) 242-4300
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                             ______________________


- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------


<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

                                                             Proposed              Proposed
                                                             Maximum               Maximum
             Title of                 Amount to be        Offering Price          Aggregate              Amount of
  Securities to be Registered          Registered          Per Unit(1)        Offering Price(1)       Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>                 <C>                     <C>
  Common Stock, no par value. . . . .   1,800,000            $13.96              $25,128,000              $8,665

- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the above-referenced plans.

(2)  Estimated pursuant to Rule 457(h) of the Securities Act of 1933
     ("Securities Act") based upon the market value of the shares of Midwest
     Resources common stock and Iowa-Illinois common stock converted in the
     merger ("Merger") of Midwest Resources Inc. ("Midwest Resources") and Iowa-
     Illinois Gas and Electric Company ("Iowa-Illinois") with and into the
     Registrant on July 1, 1995.  The offering price per share of common stock,
     no par value, of the Registrant has been calculated as follows:  by
     dividing (A) the sum of (i) $14.00, the average of the reported high and
     low sales prices of a share of Midwest Resources common stock on the New
     York Stock Exchange, Inc. ("NYSE") Composite Tape on June 26, 1995,
     multiplied by 57,695,860 (the maximum number of shares of Midwest Resources
     common stock which may be converted in the Merger) plus (ii) $20.4375, the
     average of the reported high and low sale prices of a share of Iowa-
     Illinois common stock on the NYSE Composite Tape on June 26, 1995,
     multiplied by 31,352,612 (the maximum number of shares of Iowa-Illinois
     common stock which may be converted in the Merger), by (B) 103,784,200 (the
     number of shares of common stock of the Registrant issuable upon
     conversion, at the applicable exchange ratios pursuant to the Merger).

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, previously field with the Commission pursuant to the
Securities Exchange Act of 1934, as amended, ("Exchange Act"), are hereby
incorporated by reference herein and shall be deemed a part hereof:

     1.  The Company's prospectus dated November 3, 1994, filed pursuant to Rule
  424(b) under the Securities Act of 1993, as amended.

     2.   The description of the Company's common stock, no par value ("Common
  Stock"), which is contained in the Registration Statement on Form 8-B filed
  with the Commission under the Exchange Act, including any subsequent amendment
  or any report filed for the purpose of updating such description (File No. 1-
  11505).

     3.   The Company's Current Report on Form 8-K dated July 3, 1995 (File No.
  1-11505).

     4.   The Annual Report on Form 11-K of the Iowa-Illinois Gas and Electric
  Company Savings Plan for the year ended December 31, 1994 (File No. 1-3573).

     5.   The Annual Report on Form 11-K of the Midwest Power Systems Inc.,
  401(k) Plan for Bargaining Employees for the year ended December 31, 1994
  (File No. 1-10654).

     6.   The Annual Report on Form 11-K of the Midwest Power Systems Inc.
  401(k) Plan for Salaried Employees for the year ended December 31, 1994 (File
  No. 1-10654).

     All documents, filed by or on behalf of the Company, Midwest Resources,
Midwest Power Systems Inc. and Iowa-Illinois with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all documents filed
by the Iowa-Illinois Gas and Electric Company Savings Plan, the Midwest Power
Systems Inc. 401(k) Plan for Bargaining Employees and the Midwest Power Systems
Inc. 401(k) Plan for Salaried Employees (collectively, the "Plans") pursuant to
Section 15(d) of the Exchange Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and made a part hereof
from their respective dates of filing (such documents and the documents
enumerated above being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents

                                     II-1
<PAGE>

enumerated above or subsequently filed by or on behalf of the Company or any of
the Plans pursuant to Sections  13(a), 13(c), 14 and 15(d) of the Exchange Act
in each year during which the offering made by this Registration Statement is
in effect prior to the filing with the Commission of the Company's Annual
Report on Form 10-K covering such year shall not be Incorporated Documents or
be incorporated by reference in this Registration Statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.

     Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.


ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Sections 490.850 through 490.857 of the Iowa Business Corporation Act
("IBCA") permit corporations organized thereunder to indemnify directors,
officers and  employees against liability under certain circumstances. Each of
the Restated Articles of Incorporation, as amended, and the Restated Bylaws of
the Company provide for indemnification of directors, officers and employees to
the full extent provided by the IBCA.  Each of the Restated Articles of
Incorporation, as amended, and the Restated Bylaws state that the
indemnification provided therein shall not be deemed exclusive. The Company may
purchase and maintain insurance on behalf of any person who is or was a
director, officer or employee of the Company or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the IBCA. Pursuant to
Section 490.857 of the IBCA, the Restated Articles of Incorporation, as amended,
and the Restated Bylaws, the Company maintains directors' and officers'
liability insurance coverage.  The Company has also entered into indemnification
agreements with certain directors and officers, and expects to enter into
similar agreements with future directors and officers, to further assure such
persons indemnification as permitted by Iowa law.

                                     II-2

<PAGE>

          As permitted by Section 490.832 of the IBCA, the Restated Articles of
Incorporation of the Company, as amended, provide that no director shall be
personally liable to the Company or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its shareholders,(ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for any transaction from which the director
derived an improper personal benefit or (iv) under Section 490.833 of the IBCA
(relating to certain unlawful distributions to shareholders).


ITEM 7.   EXEMPTION FROM REGISTRATION

          Not applicable


ITEM 8.   EXHIBITS

            4(1)         Restated Articles of Incorporation of the
                         Company, as amended (filed as Exhibit 3 to the
                         Company's Registration Statement on Form 8-B,
                         File No. 1-11505)*


            4(2)         Restated Bylaws of the Company (filed as Exhibit 4 to
                         the Company's Registration Statement on Form 8-B, File
                         No. 1-11505)*

            4(3)         Iowa-Illinois Gas and Electric Company Savings Plan

            4(4)         Midwest Power Systems Inc. 401(k) Plan for Bargaining
                         Employees

            4(5)         Midwest Power Systems Inc. 401(k) Plan for Salaried
                         Employees

            5(1)         Opinion of John A. Rasmussen, Jr., Esq.

            5(2)         The Company undertakes that it will submit, or cause to
                         be submitted, the Iowa-Illinois Gas and Electric
                         Company Savings Plan, Midwest Power Systems Inc. 401(k)
                         Plan for Bargaining Employees, and Midwest Power
                         Systems Inc. 401(k) Plan for Salaried Employees
                         ("Plans") and all amendments thereto, to the Internal
                         Revenue Service ("IRS") in a timely manner and that it
                         will make, or will cause to be made, all changes
                         required by the IRS in order for the IRS to issue
                         determination letters with respect to each of the
                         Plans.

            23(1)        Consent of Arthur Andersen LLP

                                     II-3

<PAGE>

            23(2)        Consent of Deloitte & Touche LLP

            23(3)        Consent of John A. Rasmussen, Jr. (included in
                         Exhibit 5)

            24           Powers of Attorney
________________________
     * Incorporated herein by reference, as indicated.


ITEM 9.   UNDERTAKINGS

The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:  (i) To include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
To reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; (iii) To include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; Provided, however, that the
registrant need not file a post-effective amendment to include the information
required to be included by subsection (i) or (ii) if such information is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, which are incorporated by
reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (4)  That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and
each filing of an annual report of one of the Plans pursuant to Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (5)  That, insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in

                                     II-4

<PAGE>

the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) as asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                      II-5
<PAGE>

                                   SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Des Moines, and State of Iowa as of this 3rd day of
July, 1995.

                                        MIDAMERICAN ENERGY COMPANY



                                        By  Russell E. Christiansen*
                                          --------------------------------------
                                            Russell E. Christiansen
                                            Chairman and Chairman, Office of the
                                            Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated as of this 3rd day of July, 1995.

         Signature                                     Title
         ---------                                     -----

Russell E. Christiansen*                Chairman of the Board, Chairman, Office
- ------------------------------          of the Chief Executive Officer, and
Russell E. Christiansen                 Director (Principal Executive Officer)

Stanley J. Bright*                      President and President, Office of the
- ------------------------------          Chief Executive Officer, and Director
Stanley J. Bright                       (Principal Executive Officer)


Lance E. Cooper*                        Group Vice President, Finance and
- ------------------------------          Accounting (Principal Financial Officer
Lance E. Cooper                         and Principal Accounting Officer)

John W. Aalfs*                          Director
- ------------------------------
John W. Aalfs


Betty T. Asher*                         Director
- ------------------------------
Betty T. Asher


                                      II-6
<PAGE>

Robert A. Burnett*                      Director
- ------------------------------
Robert A. Burnett


Ross D. Christensen*                    Director
- ------------------------------
Ross D. Christensen


John W. Colloton*                       Director
- ------------------------------
John W. Colloton


Frank S. Cottrell*                      Director
- ------------------------------
Frank S. Cottrell


Jack W. Eugster*                        Director
- ------------------------------
Jack W. Eugster


William C. Fletcher*                    Director
- ------------------------------
William C. Fletcher


Mel Foster, Jr.*                        Director
- ------------------------------
Mel Foster, Jr.


Nolden Gentry*                          Director
- ------------------------------
Nolden Gentry


James M. Hoak, Jr.*                     Director
- ------------------------------
James M. Hoak, Jr.


Richard L. Lawson*                      Director
- ------------------------------
Richard L. Lawson


Robert L. Peterson*                     Director
- ------------------------------
Robert L. Peterson


Richard A. Schneider*                   Director
- ------------------------------
Richard A. Schneider

                                      II-7
<PAGE>

Nancy L. Seifert*                       Director
- ------------------------------
Nancy L. Seifert


W. Scott Tinsman*                       Director
- ------------------------------
W.  Scott Tinsman


Leonard L. Woodruff*                    Director
- ------------------------------
Leonard L. Woodruff


*By  /s/ Paul J. Leighton
    ------------------------------
         Paul J. Leighton
         Attorney-in-fact


                                      II-8
<PAGE>

THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, the plan
administrators for the Iowa-Illinois Gas and Electric Company Savings Plan, the
Midwest Power Systems Inc. 401(k) Plan for Bargaining Employees, and the Midwest
Power Systems Inc. 401(k) Plan for Salaried Employees have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Des Moines, State of Iowa, as of
July 3, 1995.

                                   IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
                                    SAVINGS PLAN
                                   MIDWEST POWER SYSTEMS INC.
                                    401(K) PLAN FOR BARGAINING EMPLOYEES
                                   MIDWEST POWER SYSTEMS INC.
                                    401(K) PLAN FOR SALARIED EMPLOYEES



                                   By:    /s/  Russell E. Christiansen*
                                      -----------------------------------------
                                      Name:    Russell E. Christiansen
                                      Title:   Plan Administrator


                                      II-9

<PAGE>

                                  EXHIBIT LIST


Exhibit
  No.                         Description
- -------                       -----------

  4(1)         Restated Articles of Incorporation of the Company, as amended
               (filed as Exhibit 3 to the Company's Registration Statement on
               Form 8-B, File No. 1-11505)*

  4(2)         Restated Bylaws of the Company (filed as Exhibit 4 to
               the Company's Registration Statement on Form 8-B, File
               No. 1-11505)*

  4(3)         Iowa-Illinois Gas and Electric Company Savings Plan

  4(4)         Midwest Power Systems Inc. 401(k) Plan for Bargaining Employees

  4(5)         Midwest Power Systems Inc. 401(k) Plan for Salaried Employees

  5(1)         Opinion of John A. Rasmussen, Jr., Esq.

  5(2)         The Company undertakes that it will submit, or cause to be
               submitted, the Iowa-Illinois Gas and Electric Company Savings
               Plan, Midwest Power Systems Inc. 401(k) Plan for Bargaining
               Employees, and Midwest Power Systems Inc. 401(k) Plan for
               Salaried Employees  ("Plans") and all amendments thereto, to the
               Internal Revenue Service ("IRS") in a timely manner and that it
               will make, or will cause to be made, all changes required by the
               IRS in order for the IRS to issue determination letters with
               respect to each of the Plans.

  23(1)        Consent of Arthur Andersen LLP

  23(2)        Consent of Deloitte & Touche LLP

  23(3)        Consent of John A. Rasmussen, Jr. (included in Exhibit 5)

  24           Powers of Attorney


________________________
     * Incorporated herein by reference, as indicated.

                                     II-10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23680}]
{"company-data": {"conformed-name": "MIDAMERICAN ENERGY CO", "cik": "0000928576", "assigned-sic": "0000", "irs-number": "421425214", "state-of-incorporation": "IA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60851", "film-number": "95551913"}, "business-address": {"street1": "666 GRAND AVENUE", "street2": "POST OFFICE BOX 9244", "city": "DES MOINES", "state": "IA", "zip": "50306-9244", "phone": "5152424099"}, "mail-address": {"street1": "666 GRAND AVENUE POST OFFICE BOX 9244", "street2": "666 GRAND AVENUE POST OFFICE BOX 9244", "city": "DES MOINES", "state": "IA", "zip": "50306-9244"}}
As Filed with the Securities and Exchange Commission on July 3, 1995
                                                  Registration No. 33-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             ______________________

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

          Iowa                                                    42-1425214
    (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                           Identification  No.)

                        666 Grand Avenue, P. O. Box 9244
                          Des Moines, Iowa  50306-9244
                                 (515) 242-4300
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

               Iowa-Illinois Gas and Electric Company Savings Plan
         Midwest Power Systems Inc. 401(k) Plan for Bargaining Employees
          Midwest Power Systems Inc. 401(k) Plan for Salaried Employees
                            (Full title of the Plans)

                                Paul J. Leighton
                        666 Grand Avenue, P. O. Box 9244
                          Des Moines, Iowa  50306-9244
                                 (515) 242-4300
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                             ______________________

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

                                                             Proposed              Proposed
                                                             Maximum               Maximum
             Title of                 Amount to be        Offering Price          Aggregate              Amount of
  Securities to be Registered          Registered          Per Unit(1)        Offering Price(1)       Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value. . . . .   1,800,000            $13.96              $25,128,000              $8,665

- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the above-referenced plans.

(2)  Estimated pursuant to Rule 457(h) of the Securities Act of 1933
     ("Securities Act") based upon the market value of the shares of Midwest
     Resources common stock and Iowa-Illinois common stock converted in the
     merger ("Merger") of Midwest Resources Inc. ("Midwest Resources") and Iowa-
     Illinois Gas and Electric Company ("Iowa-Illinois") with and into the
     Registrant on July 1, 1995.  The offering price per share of common stock,
     no par value, of the Registrant has been calculated as follows:  by
     dividing (A) the sum of (i) $14.00, the average of the reported high and
     low sales prices of a share of Midwest Resources common stock on the New
     York Stock Exchange, Inc. ("NYSE") Composite Tape on June 26, 1995,
     multiplied by 57,695,860 (the maximum number of shares of Midwest Resources
     common stock which may be converted in the Merger) plus (ii) $20.4375, the
     average of the reported high and low sale prices of a share of Iowa-
     Illinois common stock on the NYSE Composite Tape on June 26, 1995,
     multiplied by 31,352,612 (the maximum number of shares of Iowa-Illinois
     common stock which may be converted in the Merger), by (B) 103,784,200 (the
     number of shares of common stock of the Registrant issuable upon
     conversion, at the applicable exchange ratios pursuant to the Merger).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, previously field with the Commission pursuant to the
Securities Exchange Act of 1934, as amended, ("Exchange Act"), are hereby
incorporated by reference herein and shall be deemed a part hereof:

     1.  The Company's prospectus dated November 3, 1994, filed pursuant to Rule
  424(b) under the Securities Act of 1993, as amended.

     2.   The description of the Company's common stock, no par value ("Common
  Stock"), which is contained in the Registration Statement on Form 8-B filed
  with the Commission under the Exchange Act, including any subsequent amendment
  or any report filed for the purpose of updating such description (File No. 1-
  11505).

     3.   The Company's Current Report on Form 8-K dated July 3, 1995 (File No.
  1-11505).

     4.   The Annual Report on Form 11-K of the Iowa-Illinois Gas and Electric
  Company Savings Plan for the year ended December 31, 1994 (File No. 1-3573).

     5.   The Annual Report on Form 11-K of the Midwest Power Systems Inc.,
  401(k) Plan for Bargaining Employees for the year ended December 31, 1994
  (File No. 1-10654).

     6.   The Annual Report on Form 11-K of the Midwest Power Systems Inc.
  401(k) Plan for Salaried Employees for the year ended December 31, 1994 (File
  No. 1-10654).

     All documents, filed by or on behalf of the Company, Midwest Resources,
Midwest Power Systems Inc. and Iowa-Illinois with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all documents filed
by the Iowa-Illinois Gas and Electric Company Savings Plan, the Midwest Power
Systems Inc. 401(k) Plan for Bargaining Employees and the Midwest Power Systems
Inc. 401(k) Plan for Salaried Employees (collectively, the "Plans") pursuant to
Section 15(d) of the Exchange Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and made a part hereof
from their respective dates of filing (such documents and the documents
enumerated above being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents

                                     II-1
enumerated above or subsequently filed by or on behalf of the Company or any of
the Plans pursuant to Sections  13(a), 13(c), 14 and 15(d) of the Exchange Act
in each year during which the offering made by this Registration Statement is
in effect prior to the filing with the Commission of the Company's Annual
Report on Form 10-K covering such year shall not be Incorporated Documents or
be incorporated by reference in this Registration Statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.

     Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Sections 490.850 through 490.857 of the Iowa Business Corporation Act
("IBCA") permit corporations organized thereunder to indemnify directors,
officers and  employees against liability under certain circumstances. Each of
the Restated Articles of Incorporation, as amended, and the Restated Bylaws of
the Company provide for indemnification of directors, officers and employees to
the full extent provided by the IBCA.  Each of the Restated Articles of
Incorporation, as amended, and the Restated Bylaws state that the
indemnification provided therein shall not be deemed exclusive. The Company may
purchase and maintain insurance on behalf of any person who is or was a
director, officer or employee of the Company or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the IBCA. Pursuant to
Section 490.857 of the IBCA, the Restated Articles of Incorporation, as amended,
and the Restated Bylaws, the Company maintains directors' and officers'
liability insurance coverage.  The Company has also entered into indemnification
agreements with certain directors and officers, and expects to enter into
similar agreements with future directors and officers, to further assure such
persons indemnification as permitted by Iowa law.

                                     II-2
As permitted by Section 490.832 of the IBCA, the Restated Articles of
Incorporation of the Company, as amended, provide that no director shall be
personally liable to the Company or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its shareholders,(ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for any transaction from which the director
derived an improper personal benefit or (iv) under Section 490.833 of the IBCA
(relating to certain unlawful distributions to shareholders).

ITEM 7.   EXEMPTION FROM REGISTRATION

          Not applicable

ITEM 8.   EXHIBITS

            4(1)         Restated Articles of Incorporation of the
                         Company, as amended (filed as Exhibit 3 to the
                         Company's Registration Statement on Form 8-B,
                         File No. 1-11505)*

            4(2)         Restated Bylaws of the Company (filed as Exhibit 4 to
                         the Company's Registration Statement on Form 8-B, File
                         No. 1-11505)*

            4(3)         Iowa-Illinois Gas and Electric Company Savings Plan

            4(4)         Midwest Power Systems Inc. 401(k) Plan for Bargaining
                         Employees

            4(5)         Midwest Power Systems Inc. 401(k) Plan for Salaried
                         Employees

            5(1)         Opinion of John A. Rasmussen, Jr., Esq.

            5(2)         The Company undertakes that it will submit, or cause to
                         be submitted, the Iowa-Illinois Gas and Electric
                         Company Savings Plan, Midwest Power Systems Inc. 401(k)
                         Plan for Bargaining Employees, and Midwest Power
                         Systems Inc. 401(k) Plan for Salaried Employees
                         ("Plans") and all amendments thereto, to the Internal
                         Revenue Service ("IRS") in a timely manner and that it
                         will make, or will cause to be made, all changes
                         required by the IRS in order for the IRS to issue
                         determination letters with respect to each of the
                         Plans.

            23(1)        Consent of Arthur Andersen LLP

                                     II-3
23(2)        Consent of Deloitte & Touche LLP

            23(3)        Consent of John A. Rasmussen, Jr. (included in
                         Exhibit 5)

            24           Powers of Attorney
________________________
     * Incorporated herein by reference, as indicated.

ITEM 9.   UNDERTAKINGS

The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:  (i) To include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
To reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; (iii) To include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; Provided, however, that the
registrant need not file a post-effective amendment to include the information
required to be included by subsection (i) or (ii) if such information is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, which are incorporated by
reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (4)  That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and
each filing of an annual report of one of the Plans pursuant to Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (5)  That, insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in

                                     II-4
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) as asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Des Moines, and State of Iowa as of this 3rd day of
July, 1995.

                                        MIDAMERICAN ENERGY COMPANY

                                        By  Russell E. Christiansen*
                                          --------------------------------------
                                            Russell E. Christiansen
                                            Chairman and Chairman, Office of the
                                            Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated as of this 3rd day of July, 1995.

         Signature                                     Title
         ---------                                     -----

Russell E. Christiansen*                Chairman of the Board, Chairman, Office
- ------------------------------          of the Chief Executive Officer, and
Russell E. Christiansen                 Director (Principal Executive Officer)

Stanley J. Bright*                      President and President, Office of the
- ------------------------------          Chief Executive Officer, and Director
Stanley J. Bright                       (Principal Executive Officer)

Lance E. Cooper*                        Group Vice President, Finance and
- ------------------------------          Accounting (Principal Financial Officer
Lance E. Cooper                         and Principal Accounting Officer)

John W. Aalfs*                          Director
- ------------------------------
John W. Aalfs

Betty T. Asher*                         Director
- ------------------------------
Betty T. Asher

                                      II-6
Robert A. Burnett*                      Director
- ------------------------------
Robert A. Burnett

Ross D. Christensen*                    Director
- ------------------------------
Ross D. Christensen

John W. Colloton*                       Director
- ------------------------------
John W. Colloton

Frank S. Cottrell*                      Director
- ------------------------------
Frank S. Cottrell

Jack W. Eugster*                        Director
- ------------------------------
Jack W. Eugster

William C. Fletcher*                    Director
- ------------------------------
William C. Fletcher

Mel Foster, Jr.*                        Director
- ------------------------------
Mel Foster, Jr.

Nolden Gentry*                          Director
- ------------------------------
Nolden Gentry

James M. Hoak, Jr.*                     Director
- ------------------------------
James M. Hoak, Jr.

Richard L. Lawson*                      Director
- ------------------------------
Richard L. Lawson

Robert L. Peterson*                     Director
- ------------------------------
Robert L. Peterson

Richard A. Schneider*                   Director
- ------------------------------
Richard A. Schneider

                                      II-7
Nancy L. Seifert*                       Director
- ------------------------------
Nancy L. Seifert

W. Scott Tinsman*                       Director
- ------------------------------
W.  Scott Tinsman

Leonard L. Woodruff*                    Director
- ------------------------------
Leonard L. Woodruff

*By  /s/ Paul J. Leighton
    ------------------------------
         Paul J. Leighton
         Attorney-in-fact

                                      II-8
THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, the plan
administrators for the Iowa-Illinois Gas and Electric Company Savings Plan, the
Midwest Power Systems Inc. 401(k) Plan for Bargaining Employees, and the Midwest
Power Systems Inc. 401(k) Plan for Salaried Employees have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Des Moines, State of Iowa, as of
July 3, 1995.

                                   IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
                                    SAVINGS PLAN
                                   MIDWEST POWER SYSTEMS INC.
                                    401(K) PLAN FOR BARGAINING EMPLOYEES
                                   MIDWEST POWER SYSTEMS INC.
                                    401(K) PLAN FOR SALARIED EMPLOYEES

                                   By:    /s/  Russell E. Christiansen*
                                      -----------------------------------------
                                      Name:    Russell E. Christiansen
                                      Title:   Plan Administrator

                                      II-9
EXHIBIT LIST

Exhibit
  No.                         Description
- -------                       -----------

  4(1)         Restated Articles of Incorporation of the Company, as amended
               (filed as Exhibit 3 to the Company's Registration Statement on
               Form 8-B, File No. 1-11505)*

  4(2)         Restated Bylaws of the Company (filed as Exhibit 4 to
               the Company's Registration Statement on Form 8-B, File
               No. 1-11505)*

  4(3)         Iowa-Illinois Gas and Electric Company Savings Plan

  4(4)         Midwest Power Systems Inc. 401(k) Plan for Bargaining Employees

  4(5)         Midwest Power Systems Inc. 401(k) Plan for Salaried Employees

  5(1)         Opinion of John A. Rasmussen, Jr., Esq.

  5(2)         The Company undertakes that it will submit, or cause to be
               submitted, the Iowa-Illinois Gas and Electric Company Savings
               Plan, Midwest Power Systems Inc. 401(k) Plan for Bargaining
               Employees, and Midwest Power Systems Inc. 401(k) Plan for
               Salaried Employees  ("Plans") and all amendments thereto, to the
               Internal Revenue Service ("IRS") in a timely manner and that it
               will make, or will cause to be made, all changes required by the
               IRS in order for the IRS to issue determination letters with
               respect to each of the Plans.

  23(1)        Consent of Arthur Andersen LLP

  23(2)        Consent of Deloitte & Touche LLP

  23(3)        Consent of John A. Rasmussen, Jr. (included in Exhibit 5)

  24           Powers of Attorney

________________________
     * Incorporated herein by reference, as indicated.

                                     II-10