You could also spend some time in the old market (downtown Omaha). They have several good restaurants, bars and little shops there. If you do make it downtown you should try the Upstream. Very good food and they brew their own beer. If you like outdoor stuff (hunting, fishing, etc.) there is a new Cabela's in LaVista (sub. of Omaha that is just south). Like what Micheal1 said though, the zoo is worth a visit. There is enough there to see to take up a whole day.