EX-3.(i).2

                    CERTIFICATE OF AMENDMENT

                               TO

            THE RESTATED CERTIFICATE OF INCORPORATION

                               OF

                    INTERSTATE POWER COMPANY

          __________________________________________________

           Under Section 242 of the General Corporation Law
          __________________________________________________


          Pursuant to the provisions of Section 242 of the General
Corporation Law of the State of Delaware, the undersigned
corporation (the "Corporation") does hereby certify:
          FIRST: That the Board of Directors of the Corporation, at
a meeting duly held, unanimously adopted a resolution proposing and
declaring advisable the following amendment to the Restated
Certificate of Incorporation of the Corporation and directing that
such amendment be submitted to the stockholders of the Corporation
for their approval:
          RESOLVED, that the Restated Certificate of Incorporation
of Interstate Power Company be amended by deleting Heading C and
Paragraph XII of Article FOURTH in their entirety and inserting in
lieu thereof Heading C and Paragraph XII as follows:

                  "C.  Voting Rights of Common
            Stock and Preferred Stock--Certain Voting
                 Rights of Preferred Stock and 
                Preference Stock as to Directors

     XII. Except as otherwise required by the statutes of the State
of Delaware and as otherwise provided in this Article FOURTH, and
subject to the provisions of the By-Laws of the Corporation, as
from time to time amended, with respect to the closing of the
transfer books and the fixing of a record date for the
determination of stockholders entitled to vote, the holders of the
Common Stock and the Preferred Stock shall exclusively possess all
voting power for the election of directors and for all other
purposes, and the holders of the Preference Stock shall have no
voting power and shall not be entitled to any notice of or to
attend any meeting of stockholders.  Except as otherwise required
by the statutes of the State of Delaware and as otherwise provided
in this Article FOURTH, the holders of the Preferred Stock and the
holders of the Common Stock shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation,
with each share of Preferred Stock and each share of Common Stock
being entitled to one vote.  Notwithstanding the foregoing, (a) if
and whenever full cumulative dividends for four (4) quarterly
dividend periods upon any series of Preferred Stock shall be
unpaid, the holders of the Preferred Stock as a class, subject to
any rights of the holders of the Preference Stock, if any, and
without regard to series shall thereafter at all elections of
directors have the exclusive right to elect the smallest number of
directors of the Corporation that shall constitute a majority of
the Board of Directors as then constituted, and the holders of the
Common Stock of the Corporation as a class shall have the exclusive
right to elect the remaining number of directors of the
Corporation, which right of the holders of the Preferred Stock,
shall however, cease when full cumulative dividends upon the
Preferred Stock of all series then outstanding shall have been paid
or declared and set apart for payment (and such full cumulative
dividends shall be declared and paid out of any funds legally
available therefor as soon as reasonably practicable), and/or (b)
if and whenever full cumulative dividends for six (6) quarterly
dividend periods (whether or not consecutive) upon any series of
Preference Stock shall be unpaid, in whole or in part, the number
of directors then constituting the full Board of Directors shall be
increased by two (said two being referred to as the "additional two
directors") and the holders of the Preference Stock as a class and
without regard to series shall thereafter at all elections of
directors have the exclusive right to elect said additional two
directors and the holders of the Common Stock and the Preferred
Stock of the Corporation voting as one class, subject to any
additional rights of the holders of the Preferred Stock, if any,
shall have the exclusive right to elect the remaining number of
directors of the Corporation, which right of the holders of the
Preference Stock shall, however, cease when full cumulative
dividends upon the Preference Stock of all series then outstanding
shall have been paid or declared and set apart for payment (and
such full cumulative dividends shall be declared and paid out of
any funds legally available therefor as soon as reasonably
practicable).

     The terms of office of all persons who may be directors of the
Corporation at the time when such right to elect a majority of the
directors shall accrue to holders of Preferred Stock and/or right
to elect such additional two directors shall accrue to holders of
Preference Stock shall terminate upon the election of the
successors of such majority directors and/or such additional two
directors at the next annual meeting of the stockholders or (unless
under the provisions of the By-Laws of the Corporation, as then in
effect, an annual meeting of the stockholders is to be held within
ninety (90) days after such right to elect a majority of directors
and/or such additional two directors shall have so accrued) at an
earlier special meeting of the stockholders held as hereinafter in
this Paragraph XII provided. A special meeting of the stockholders
shall be held at any time after such right to elect a majority of
the directors shall accrue to holders of Preferred Stock and/or
such right to elect such two additional directors shall accrue to
holders of Preference Stock upon notice similar to that provided in
the By-Laws for an annual meeting, which notice shall be given not
more than fifteen (15) days after the accrual of such rights by the
President, a Vice-President, or the Secretary, of the Corporation,
such meeting to be held not less than sixty (60) nor more than
ninety (90) days after the accrual of such rights.

     At the first meeting of stockholders held for the purpose of
electing directors during such time as the holders of the Preferred
Stock and/or Preference Stock shall have the special rights voting
as separate classes to elect directors, the presence in person or
by proxy of the holders of a majority of the outstanding Common
Stock, together with the Preferred Stock, shall be required to
constitute a quorum of such class for the election of directors,
and the presence in person or by proxy of the holders of a majority
of the outstanding Preferred Stock and/or Preference Stock shall be
required to constitute a quorum of each such class for the election
of directors; provided, however, that in the absence of a quorum of
the holders of the Preferred Stock and/or Preference Stock, no
election of directors shall be held, but a majority of the holders
of the Preferred Stock and/or Preference Stock who are present in
person or by proxy shall have power to adjourn the election of the
directors to a date not less than fifteen nor more than fifty days
from the giving of the notice of such adjourned meeting hereinafter
provided for; and provided, further, that at such adjourned
meeting, the presence in person or by proxy of the holders of 35%
of the outstanding Preferred Stock and/or Preference Stock shall be
required to constitute a quorum of each such class for the election
of directors. In the event such first meeting of stockholders shall
be so adjourned, it shall be the duty of the President, a
Vice-President or the Secretary of the Corporation, within ten days
from the date on which such first meeting shall have been
adjourned, to cause notice of such adjourned meeting to be given to
the stockholders entitled to vote thereat, such adjourned meeting
to be held not less than fifteen days nor more than fifty days from
the giving of such second notice. Such second notice shall be given
in the form and manner hereinabove provided for with respect to the
notice required to be given of such first meeting of stockholders,
and shall further set forth that a quorum was not present at such
first meeting and that the holders of 35% of the outstanding
Preferred Stock and/or Preference Stock shall be required to
constitute a quorum of each such class for the election of
directors at such adjourned meeting. If the requisite quorum of
holders of the Preferred Stock and/or Preference Stock shall not be
present at said adjourned meeting, then the directors of the
Corporation then in office shall remain in office until the next
annual meeting of the Corporation, or special meeting in lieu
thereof and until their successors shall have been elected and
qualify. Neither such first meeting nor such adjourned meeting need
be held on a date within sixty days of the next annual meeting of
the Corporation or special meeting in lieu thereof. At each annual
meeting of the Corporation, or special meeting in lieu thereof,
held during such time as the holders of the Preferred Stock and/or
Preference Stock, voting as separate classes shall have the right
to elect Directors, the foregoing provisions of this paragraph
shall govern each annual meeting, or special meeting in lieu
thereof, as if said annual meeting or special meeting were the
first meeting of stockholders held for the purpose of electing
directors after the right of the holders of the Preferred Stock
and/or Preference Stock, voting as separate classes, to elect
Directors, should have accrued with the exception that if, at any
adjourned annual meeting, or special meeting in lieu thereof, the
holders of 35% of the outstanding Preferred Stock and/or Preference
Stock are not present in person or by proxy, all the directors
shall be elected by a vote of the holders of a majority of the
Common Stock and the Preferred Stock of the Corporation present or
represented at the meeting voting as one class; provided, however,
that notwithstanding the provisions of this paragraph so long as
any shares of the Preferred Stock and/or Preference Stock of the
Corporation shall be outstanding, the holders of a majority of the
Preferred Stock and/or Preference Stock shall be sufficient to
constitute a quorum of the outstanding Preferred Stock and/or
Preference Stock for the election of directors.

     No delay or failure by the holders of the Preferred Stock
and/or Preference Stock to elect the members of the Board of
Directors which such holders are entitled to elect shall invalidate
the election of the members of the Board of Directors elected by
the holders of the Common Stock and the Preferred Stock voting as
one class. Upon the termination of such right of the holders of the
Preferred Stock to elect a majority of directors, the terms of
office of all the directors of the Corporation shall terminate upon
the election of the successors of such directors at the next annual
meeting of the stockholders or at an earlier special meeting of the
stockholders called in like manner and subject to similar
conditions as hereinbefore in this Paragraph XII provided with
respect to the call of a special meeting of stockholders for the
election of directors by the holders of the Preferred Stock.

     If and when all dividends then in default on the Preference
Stock of each series then outstanding shall have been paid, the
Preference Stock shall be divested of such voting powers and the
terms of office of the additional two directors (whether elected by
vote of the holders of Preference Stock or to fill a vacancy) shall
forthwith terminate and the number of directors constituting the
full Board of Directors shall be reduced accordingly.

     Whenever the Preferred Stock and/or Preference Stock shall be
entitled to elect Directors, any holder of such stock shall have
the right, during regular business hours, in person or by a duly
authorized representative, to examine and to make transcripts of
the stock records of the Corporation for the Preferred Stock and/or
Preference Stock for the purpose of communicating with other
holders of such stock with respect to the exercise of such right of
election."

          SECOND: That the amendment to the Restated Certificate of
Incorporation of the Corporation effected by this Certificate was
duly authorized by the stockholders of the Corporation, after first
having been declared advisable by the Board of Directors of the
Corporation, all in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.


          IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed by Michael R. Chase, its President and
Chief Executive Officer, who hereby acknowledges under penalties of
perjury that the facts herein stated are true and that this
Certificate is the Corporation's act and deed, this 3rd day of
March, 1997.

                         INTERSTATE POWER COMPANY
 

                         By:     /s/ Michael R. Chase 
                         Name:  Michael R. Chase
                         Title: President
                                and Chief Executive Officer