Although OMAHA , Nebraska's largest and most easterly city, is visibly a prosperous place, with a great zoo, several museums and a lively entertainment district, the atmosphere remains sedate and predominantly suburban. As a major terminus on the first transcontinental railroad, Omaha made a logical alternative to distant Chicago as a marketplace for Wyoming and Nebraska ranchers to sell their herds of cattle. By 1900 massive stockyards had spread along the southern edge of town, and the city still handles well over one million head of livestock per year.

In downtown Omaha you'll find good bars and cafés along the cobbled streets of the Old Market district, plus interesting specialist shops such as the Antiquarian Bookstore, 1215 Harney St (tel 402/341-8077), packed with dusty volumes (and local bohemians). The nearby Heartland Park of America , at Eighth and Douglas streets - ideal for a picnic - holds a huge, water-blasting fountain. Train buffs will be impressed with the Durham Western Heritage Museum , converted from the Union Pacific Railroad station, at 801 S 10th St. (Tues-Sat 10am-5pm; $5). Old train cars and huge model train sets are featured alongside a gallery of Omaha history. Behind its pink-marble Art Deco exterior, the Joslyn Art Museum , 2200 Dodge St (Tues-Sat 10am-4pm, Sun noon-4pm; $6, free Sat before noon), contains an eclectic selection of Indian art and twentieth-century American paintings.

The Great Plains Black Museum , in the city's predominantly black north side at 2213 Lake St (Tues-Sat 10am-2pm; free), presents the history of African American people on the prairies. One stimulating section focuses on blacks in the frontier army: where recently freed slaves, who could find no work in the Deep South after the Civil War, were often sent as advance parties into the most hostile and dangerous regions. It was Native American warriors who first called them " buffalo soldiers ," because of their tightly curled hair and the color of their skin.

Malcolm X was born in Omaha in May 1925, though his family moved to Michigan immediately thereafter, in the face of Ku Klux Klan death threats to his father, a preacher who followed the back-to-Africa teachings of Marcus Garvey. Omaha tourist authorities don't promote his birthsite, at 34th and Evans streets (formerly 3448 Pinkney St), perhaps because the residents of the surrounding neighborhood use it as a dumping ground for old TVs, bent car parts, shredded furniture and other debris. Years of debate over how to develop the site have yielded a solitary placard, hidden behind some trees, offering a brief biography. By way of contrast, the lavish birthplace of President Gerald R. Ford , at 32nd St and Woolworth Avenue, is also open to the public; he too moved to Michigan as an infant, after his parents separated (Tues-Fri 1pm-4pm; $2).

The Henry Doorly Zoo , 3701 S 10th St (daily 9.30am-5pm; $8), rightfully considers itself one of the best zoos in America. It started off with two buffalo borrowed from Buffalo Bill; now there's a gigantic free-flying aviary, some rare white Siberian tigers, a magnificent bear canyon, and the large Kingdoms of the Seas aquarium.

Twenty-nine miles southwest of Omaha at exit 426 on I-80 is a welcome diversion for those seeking relief from pioneer museums. The Strategic Air and Space Museum (daily 9am-5pm; $7) is inside two huge hangers containing giant 1950s- and 1960s-era war planes designed and built by the Martin Bomber Company of Omaha. Films, photos and exhibits concentrate on WWII and the Cold War, the latter highlighted by various weapons including an Atlas-D Intercontinental Ballistic Missile, located outside the museum entrance.