INSTRUCTIONS

             Instruction to Registered Holder and/or DTC Participant
                              from Beneficial Owner
                                       of
                          7 3/8% Senior Notes due 2009

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           THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
           TIME, ON ___________, 1999, UNLESS THE OFFER IS EXTENDED.
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To Registered Holder and/or Depository Trust Company Participant:

     The  undersigned  hereby  acknowledges  receipt  of  the  Prospectus  dated
____________,  1999 (the  "Prospectus")  of Alliant  Energy  Resources,  Inc., a
Wisconsin   corporation  (the  "Company"),   and  the  accompanying   Letter  of
Transmittal  (the  "Letter  of  Transmittal"),   that  together  constitute  the
Company's  offer (the "Exchange  Offer") to exchange its 7 3/8% Senior Notes due
2009 (the "New Senior  Notes") which have been  registered  under the Securities
Act of 1933,  as amended  (the  "Securities  Act"),  for all of its  outstanding
registered  7  3/8%  Senior  Notes  due  2009  (the  "Existing  Senior  Notes").
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Prospectus.

     This will  instruct you, the  registered  holder  and/or  Depository  Trust
Company  Participant,  as to the  action  to be  taken  by you  relating  to the
Exchange  Offer with  respect to the  Existing  Senior Notes held by you for the
account of the undersigned.

     The aggregate principal amount of Existing Senior Notes held by you for the
account of the undersigned is (fill in amount):

          $__________ of the outstanding 7 3/8% Senior Notes due 2009.

     With respect to the Exchange Offer,  the undersigned  hereby  instructs you
(check appropriate box):

|_|  TO TENDER the following  Existing  Senior Notes held by you for the account
     of the undersigned  (insert principal amount of Existing Senior Notes to be
     tendered, if less than all):

          $__________ of the outstanding 7 3/8% Senior Notes due 2009.

|_|  NOT TO TENDER any Existing  Senior Notes held by you for the account of the
     undersigned.

     If the  undersigned  instructs you to tender  Existing Senior Notes held by
you for the account of the undersigned, it is understood that you are authorized
to make, on behalf of the  undersigned  (and the  undersigned,  by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal  that are to be made with respect to the  undersigned as a
beneficial owner, including but not limited to the representations, that (i) the
undersigned is not an  "affiliate" of the Company,  (ii) any New Senior Notes to
be received by the  undersigned are being acquired in the ordinary course of its
business, and (iii) the undersigned has no arrangement or understanding with any
person to participate  in a  distribution  (within the meaning of the Securities
Act)  of  New  Senior  Notes  to be  received  in  the  Exchange  Offer.  If the
undersigned  is a  broker-dealer  that will receive New Senior

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Notes for its own account in exchange for Existing  Senior Notes,  it represents
that the  Existing  Senior  Notes to be  exchanged  for New  Senior  Notes  were
acquired  by it  as a  result  of  market-making  activities  or  other  trading
activities and acknowledges that it will deliver a prospectus in connection with
any  resale  of such New  Senior  Notes;  however,  by so  acknowledging  and by
delivering a prospectus,  the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

________________________________________________________________________________

                                    SIGN HERE

Name of Beneficial Owner(s)_____________________________________________________

Signature(s)____________________________________________________________________

Name(s) (please print)__________________________________________________________

Address ________________________________________________________________________

________________________________________________________________________________

Telephone Number _______________________________________________________________

Taxpayer Identification or Social Security No.__________________________________

Date ___________________________________________________________________________
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