Commonwealth Edison Company and MidAmerican Energy Company (Quad Cities Nuclear Power Station, Units 1 and 2); Order Approving Application Regarding Change in Shareholders of MidAmerican Energy Holdings Company

I

MidAmerican Energy Company (MidAmerican) owns a 25-percent interest in Quad Cities Nuclear Power Station, Units 1 and 2 (Quad Cities). Commonwealth Edison Company (ComEd) owns the remaining 75-percent share of Quad Cities. In connection therewith, MidAmerican and ComEd hold Facility Operating Licenses Nos. DPR-29 and DPR-30 for Quad Cities issued by the U.S. Atomic Energy Commission pursuant to Part 50 of Title 10 of the Code of Federal Regulations (10 CFR Part 50) on December 14, 1972. Under these licenses, only ComEd, acting for itself and as agent and representative of MidAmerican, has the authority to operate Quad Cities. Quad Cities is located in Rock Island County, Illinois.

II

By application transmitted under two cover letters dated November 15, 1999, as supplemented on January 3, January 5, and February 14, 2000, and which cross referenced a submittal dated November 2, 1999, MidAmerican and ComEd submitted a request for approval by the U.S. Nuclear Regulatory Commission (NRC or Commission) to the extent a proposed change in the shareholders of MidAmerican Energy Holdings Company (MEHC), the parent company of MidAmerican, would effect an indirect transfer of the Quad Cities licenses, as held by MidAmerican, within the scope of 10 CFR 50.80. The change involves the acquisition of all of the now publicly traded, widely held stock of MEHC, by a small group of investors. This group of investors consists of Berkshire Hathaway, Inc., and/or subsidiaries thereof (Berkshire); David L. Sokol, the Chairman and Chief Executive Officer of MEHC; and Walter Scott, MEHC's largest individual shareholder, and/or certain Scott family interests; and potentially other members of MEHC's management. The application indicates that following the proposed change in MEHC shareholders, Berkshire's investment in MEHC voting common stock will be 9.9% of shares outstanding, the investment associated with Mr. Scott will be approximately 88.1%, and Mr. Sokol will hold approximately 2% of the voting common stock of MEHC; the latter two percentages being subject to slight variation in the event of participation by other members of MEHC management. The overall equity holdings, taking into account convertible preferred stock, would be approximately 81% for Berkshire and 18% for Mr. Scott and associates, with less than 1% for all others. Mr. Scott will be able to appoint four directors to the MEHC board, while Berkshire will be able to appoint two directors to the board, which will comprise ten members. According to the application, following the change in MEHC shareholders MidAmerican would continue to be a 25 percent minority owner and possession-only licensee of Quad Cities and would remain an “electric utility” as defined in 10 CFR 50.2, engaged in the generation, transmission, and distribution of electric energy for wholesale and retail.

Notice of the application and an opportunity for a hearing was published in the Federal Register on December 29, 1999 (64 FR 73079). No hearing requests or written comments on the application were filed.

Under 10 CFR 50.80, no license, or any right thereunder, shall be transferred, directly or indirectly, through transfer of control of the license, unless the Commission shall give its consent in writing. Upon review of the information in the application, the supplemental information and other information before the Commission, the NRC staff has determined that the above proposed shareholder transaction involving MEHC stock will not affect the qualifications of MidAmerican as a holder of the licenses, and that the indirect transfer of the licenses, as held by MidAmerican, to the extent such would be effected under 10 CFR 50.80 by the proposed shareholder transaction, would be otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission. These findings are supported by a Safety Evaluation dated February 15, 2000.

III

Accordingly, pursuant to Sections 161b, 161i, and 184 of the Atomic Energy Act of 1954, as amended, 42 U.S.C. 2201(b), 2201(i), and 2234; and 10 CFR 50.80, it is hereby ordered that the application regarding the proposed shareholder transaction is approved, subject to the following condition: Should the proposed shareholder transaction not be completed by December 31, 2000, this Order shall become null and void, provided, however, on application and for good cause shown, such date may be extended.

This Order is effective upon issuance.

IV

For further details with respect to this Order, see the application for consent concerning the proposed shareholder transaction submitted under two cover letters dated November 15, 1999, as supplemented on January 3, January 5, and February 14, 2000, and the related Safety Evaluation dated February 15, 2000, which are available for public inspection at the Commission's Public Document Room, the Gelman Building, 2120 L. Street, NW., Washington, DC, and accessible electronically through the ADAMS Public Electronic Reading Room link at the NRC Web site ( http://www.nrc.gov ).