EX-3.(ii) 

                    INTERSTATE POWER COMPANY
                    (A DELAWARE CORPORATION)

                                     
                             BY-LAWS

                                     
                     ADOPTED APRIL 20, 1925

                           AS AMENDED

                        OCTOBER 24, 1938
                        NOVEMBER 16, 1939
                          JUNE 28, 1943
                         APRIL 11, 1944
                          MAY 24, 1944
                           MAY 9, 1947
                         AUGUST 29, 1947
                         AUGUST 21, 1953
                        NOVEMBER 5, 1957
                        JANUARY 16, 1958
                        FEBRUARY 11, 1959
                        FEBRUARY 17, 1965
                           MAY 4, 1965
                        JANUARY 16, 1969
                          JULY 15, 1970
                        NOVEMBER 19, 1970
                           MAY 2, 1973
                          JUNE 13, 1979
                        NOVEMBER 19, 1980
                          JUNE 18, 1981
                         JANUARY 1, 1982
                        DECEMBER 13, 1982
                        JANUARY 31, 1984
                          JULY 24, 1986
                          JULY 23, 1987
                        OCTOBER 15, 1987
                        DECEMBER 10, 1987
                          JULY 20, 1989
                           MAY 7, 1991
                        January 26, 1996






                             BY-LAWS
                               OF
                    INTERSTATE POWER COMPANY
                    (a Delaware Corporation)
                                     


                           ARTICLE I.
                            OFFICES.

     SECTION 1:  The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware. (Amended
2/17/65; 1/16/69.)

     SECTION 2:  The Corporation may also have an office in the
City of Dubuque, Iowa, and also offices at such other places as the
Board of Directors may from time to time determine or the business
of the Corporation may require. (Amended 2/11/59; 2/17/65.)


                           ARTICLE II.
                              SEAL.

     The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization, and the words
"CORPORATE SEAL, DELAWARE."  Said seal may be used by causing it or
a facsimile thereof to be impressed or affixed or reproduced.
(Amended 8/29/47.)


                          ARTICLE III.
                     STOCKHOLDERS' MEETINGS.

     SECTION 1:  All meetings of the stockholders entitled to vote
thereat shall be held in Dubuque, Iowa, or at such other location
as set by the Board of Directors from time to time, at such place
as designated by the Board of Directors and stated in the notice of
meeting. (Amended 2/17/65; 1/16/69; 10/15/87.)

     SECTION 2:  The annual meeting of the stockholders entitled to
vote thereat shall be held in Dubuque, Iowa, or at such other
location as set by the Board of Directors from time to time, at
such place as designated by the Board of Directors and stated in
the notice of meeting on the first Tuesday of May of each year at
the hour of two o'clock P.M., local time in the place where the
meeting is to be held unless such day shall be a legal holiday, in
which event the meeting shall be held on the next succeeding
business day, or on such other day and/or time as set by the Board
of Directors from time to time, and stated in the notice of
meeting.  At said meeting the stockholders shall elect by a
plurality vote, by ballot, a board of directors, the number and
term of which shall be set by SECTION 1 and SECTION 1(b) of ARTICLE
IV of these By-Laws.  The order of business at a stockholders'
meeting shall be as follows:

     1.  Call meeting to order.
     2.  Proof of notice of meeting.
     3.  Reading of minutes of last previous meeting.
     4.  Reports of committees.
     5.  Election of directors when that is the purpose of the
         meeting.
     6.  Miscellaneous business.

(Amended 11/16/39; 4/11/44; 5/9/47; 2/17/65; 1/16/69; 1/1/82;
12/13/82; 7/23/87; 10/15/87; 12/10/87; 7/20/89; 5/7/91; 1/26/96.)

     SECTION 3:  The holders of a majority of the stock issued and
outstanding and entitled to vote, present in person or represented
by proxy, shall be requisite and sufficient to constitute a quorum
at all meetings of the stockholders for the transaction of
business, except as otherwise provided by law, by the Certificate
of Incorporation, or these By-Laws.  If, however, such quorum shall
not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or by
proxy shall have power to adjourn the meeting from time to time
without notice other than announcement at the meeting, until a
quorum shall be present or represented, when any business may be
transacted which might have been transacted at the meeting as
originally notified.  If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at
the meeting. (Amended 1/16/69.)

     SECTION 4:  When a quorum is present at any meeting, the vote
of the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which
by express provision of the statutes or of the Certificate of
Incorporation a different vote is required, in which case such
express provision shall govern; and control the decision of such
question. (Added 2/17/65.)

     SECTION 5:  At each meeting of the stockholders, every
stockholder entitled to vote or to express consent or dissent to
corporate action in writing without a meeting may vote or act in
person or by proxy appointed by an instrument in writing subscribed
by such stockholder or by his duly authorized attorney and
delivered to the Secretary of the Corporation.  But no such proxy
shall be voted or acted upon after three (3) years from its date,
unless the proxy provides for a longer period.  Unless otherwise
provided in the Restated Certificate of Incorporation, as amended,
each stockholder entitled to vote shall have one vote upon each
matter submitted to a vote at a meeting of shareholders for each
share of stock registered in his name on the record date fixed by
the Board of Directors for said meeting or action by stockholders. 
The principle of cumulative voting shall not apply.  The vote for
directors, and, upon the demand of any stockholder entitled to
vote, the vote upon any question before the meeting shall be by
written ballot.  All elections shall be had by plurality vote and
all other questions shall be decided by a majority vote, except as
otherwise provided by law, the Restated Certificate of
Incorporation, as amended, or these By-Laws. (Amended 2/17/65;
1/16/69; 5/7/91.)

     SECTION 6:  Unless otherwise required by law, written notice
of any stockholders' meeting shall be mailed, postage prepaid, to
each stockholder entitled to vote thereat at such address as
appears on the records of the Corporation, which notice shall state
the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is
called, and said notice shall be given not less than ten (10) nor
more than sixty (60) days before the date of the meeting. (Amended
1/16/69; 6/13/79.)

     SECTION 7:  Subject to the provisions of Article FOURTH of the
Certificate of Incorporation, and unless otherwise prescribed by
statute, special meetings of the stockholders for any purpose or
purposes may be called by the Board of Directors, or by the
Chairman of the Board of Directors, the President or a Vice-
President, and shall be called at the request in writing of
stockholders owning twenty-five percent (25%) of the shares of
stock of the Corporation issued and outstanding and entitled to
vote.  Such request shall state the purpose or purposes of the
proposed meeting. (Amended 8/21/53; 11/5/57; 2/17/65; 1/16/69.)

     SECTION 8:  Business transacted at any special meeting shall
be confined to objects stated in the call and matters germane
thereto.

     (Former Section 9 deleted 1/16/69)


                           ARTICLE IV.
                           DIRECTORS.

     SECTION 1:  The property, business and affairs of this
Corporation shall be managed by its Board of Directors.  Such Board
of Directors shall consist of: seven (7) directors.  They shall be
elected by the stockholders at the annual meeting of the
stockholders of the Corporation, except as provided in SECTION 1(b)
and SECTION 2 of this Article, and each director shall hold office
until his successor is duly elected and qualified.  Directors need
not be stockholders.  (Amended 4/11/44; 5/9/47; 2/17/65; 1/1/82;
12/13/82; 1/31/84; 7/24/86; 12/10/87; 5/7/91.)

     SECTION 1(a):  The Chairman of the Board of Directors shall
preside at all meetings of the stockholders and the Board of
Directors.  In order to assist the Board of Directors in the
formulation of policies to be pursued by the officers of the
Corporation he shall provide oversight over major problems,
policies and activities of the Corporation and make reports and
recommendations as appropriate to ensure that policies of the Board
of Directors are effected.  He shall be a member and Chairman of
the Executive Committee and shall ex-officio be a member of all
standing committees and, except as otherwise provided in these By-
Laws or ordered by the Board of Directors, shall appoint all
special or other committees of the Board of Directors, and, in
general, he shall perform such other duties as may, from time to
time, be assigned to him by the Board of Directors. (Added 1/1/82;
amended 7/24/86.)

     SECTION 1(b):  At each annual meeting of stockholders,
directors of the Corporation shall be elected to hold office until
the expiration of the term for which they are elected, and until
their successors have been duly elected and qualified; except that
if any such election shall not be so held, such election shall take
place at a stockholders' meeting called and held in accordance with
the Delaware General Corporation Law.  The directors of the
Corporation shall be divided into three classes as nearly equal in
size as is practicable, hereby designated Class I, Class II, and
Class III.  The term of office of the initial Class I directors
shall expire at the next succeeding annual meeting of stockholders,
the term of office of the initial Class II directors shall expire
at the second succeeding annual meeting of stockholders and the
term of office of the initial Class III directors shall expire at
the third succeeding annual meeting of the stockholders.  For the
purposes hereof, the initial Class I, Class II and Class III
directors shall be those directors elected at the May 7, 1991
annual meeting and designated as members of such Class.  At each
annual meeting after the May 7, 1991 annual meeting, directors to
replace those of a Class whose terms expire at such annual meeting
shall be elected to hold office until the third succeeding annual
meeting and until their respective successors shall have been duly
elected and shall qualify.  If the number of directors is hereafter
changed, any newly created directorships or decrease in
directorships shall be so apportioned among the classes as to make
all classes as nearly equal in number as is practicable.

     Notwithstanding the foregoing, the Board of Directors may, by
resolution adopted or to be adopted by them, require that directors
mandatorily retire prior to the expiration of the term for which
they are elected upon their attaining a particular age, as may be
set by resolution of the Board, or upon their relocating from the
Company's service area, subject to such short extensions within
their elected term as the remaining directors may judge to be in
the best interests of the Company.

     The foregoing provisions relating to the classification of the
Board are subject to the provisions of Paragraph XII of Article
FOURTH of the Restated Certificate of Incorporation, as
amended.(Added 5/7/91.)

     SECTION 1(c):  Any director may be removed from office only
for cause in accordance with Article EIGHTH, subparagraph (1) of
the Restated Certificate of Incorporation, as amended.  (Added
5791.)

     SECTION 2:  Subject to the provisions of Paragraph XII of
Article FOURTH of the Certificate of Incorporation, vacancies on
the Board of Directors and newly created directorships resulting
from any increase in the authorized number of directors may be
filled by a majority of the directors then in office, though less
than a quorum, or by a sole remaining director at any meeting of
the Board of Directors and the directors so chosen shall hold
office until the next election of the Class for which such
directors shall have been chosen and until their successors shall
have been duly elected and qualified, unless sooner displaced.  If
there are no directors in office, then an election of directors may
be held in the manner provided by statute.  If, at the time of
filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority of
the whole board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten percent of the
total number of shares at the time outstanding having the right to
vote for such directors, summarily order an election to be held to
fill any such vacancies or newly created directorships, or to
replace the directors chosen by the directors then in office.
(Added 2/17/65; amended 1/16/69; 6/13/79; 5/7/91.)

     SECTION 3:  The directors may hold their meetings and have one
or more offices and keep the books and records of the Corporation
(except such as are required by law to be kept within the State of
Delaware), at the office of the Corporation in the City of Dubuque,
Iowa, or at such other places as they may from time to time
determine.  Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books
of account, and minute books, may be kept on, or be in the form of,
punch cards, magnetic tape, photographs, micro-photographs, or any
other information storage device; provided that the records so kept
can be converted into clearly legible form within a reasonable
time. (Amended 1/17/65; 1/16/69.)

     SECTION 4:  In addition to the powers and duties by these By-
Laws expressly conferred upon it, the Board of Directors may
exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be
exercised or done by the stockholders.

     SECTION 5:  Compensation for attendance at a regular or
special meeting of the Board of Directors, or of  any committee
thereof, shall be payable in such amounts as the Board shall
determine by resolution from time to time, but only to directors or
persons who are not full-time employees or officers of the
Corporation.  No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving
compensation therefor. (Added 6/28/43; amended 5/24/44; 2/17/65;
6/13/79.)


                           ARTICLE V.
               MEETINGS OF THE BOARD - COMMITTEES.

     SECTION 1:  A regular meeting of the Board of Directors shall
be held annually immediately following the annual meeting of the
stockholders, and other regular meetings of the Board shall be held
at such time and place as may be fixed by resolution of the Board. 
No notice of regular meetings of the Board shall be required.  Any
meeting of the Board may be held either within or without the State
of Delaware.

     SECTION 2:  At all meetings of the Board a majority of the
directors shall be necessary and sufficient to constitute a quorum
for the transaction of business, and the act of a majority of the
directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of
Incorporation or by these By-Laws.  If a quorum shall not be
present at any meeting of the Board, the directors present thereat
may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
(Amended 2/17/65.)

     SECTION 3:  Special meetings of the Board may be called by the
Chairman, the President or any two directors on two days' notice by
mail or one day's notice by telephone or telegraph to each
director, which notice shall state the time, place and purpose of
the holding thereof. (Amended 8/21/53; 11/5/57; 2/17/65.)

     SECTION 4:  The Board of Directors may designate and appoint
a standing committee to be known as the "Executive Committee" to
consist of three members, including the Chairman, with the full
powers of the Board of Directors in the management of the business
and affairs of the Corporation including the declaration of a
dividend, the issuance of stock and the voting powers,
designations, preferences, and relative, participating, optional or
other rights thereof, if any, or the qualifications, limitations or
restrictions thereof, if any, (except as the Board of Directors
shall otherwise direct and except when the Board of Directors shall
be in session), but subject to the restrictions of Section 5 of
this Article and of any applicable statute, and with power to
authorize the seal of the Corporation to be affixed to all papers
which may require it. (Added 2/17/65; amended 11/19/70; 6/13/79;
1/1/82; 7/23/87.)

     SECTION 5:  The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees
in addition to the Executive Committee, each committee to consist
of one or more of the directors of the Corporation, which, to the
extent provided by the resolution, shall have and may exercise the
powers of the Board in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to
be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to
amending the Certificate of Incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution
of the Corporation or a revocation of a dissolution, or amending
the By-Laws of the Corporation.  In the absence or disqualification
of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member. 
Such committee or committees shall have such name or names as may
be determined from time to time by resolution adopted by the Board.
(Added 2/17/65; amended 11/19/70; 6/13/79.)

     SECTION 6:  Each committee shall keep regular minutes of its
meetings and report the same to the Board when required. (Added
2/17/65.)

     SECTION 7:  Unless otherwise restricted by statute, or by the
Certificate of Incorporation or by these By-Laws, any action
required or permitted to be taken at any meeting of the Board or of
any committee thereof may be taken without a meeting, if prior to
such action a written consent thereto is signed by all members of
the Board or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the
Board or committee. (Added 2/17/65.)


                           ARTICLE VI.
                            OFFICERS

     SECTION 1:  The officers of the Corporation shall be a
President, an Executive Vice-President, one or more other Vice-
Presidents, a Secretary, a Treasurer, a Controller, an Assistant
Controller, and one or more Assistance Secretaries and Assistant
Treasurers, who shall be elected by the Board of Directors at its
first meeting after each annual meeting of the stockholders.
(Amended 10/24/38; 8/21/53; 11/5/57; 2/17/65; 6/13/79; 1/1/82.)

     SECTION 2:  The Board may appoint such other officers and
agents as it shall deem necessary, who shall have such authority
and perform such duties as from time to time shall be prescribed by
the Board or the President. (Amended 1/1/82.)
     SECTION 3:  The salaries of all officers of the Corporation
shall be fixed by the Board of Directors.

     SECTION 4:  The officers of the Corporation shall hold office
for one year and until their successors are elected and qualified. 
Any officers elected or appointed by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the
whole Board of Directors. (Amended 2/17/65.)


                          ARTICLE VII.
                       DUTIES OF OFFICERS.

     SECTION 1:  President.  The President shall be the chief
executive officer of the Corporation; in the absence or disability
of the Chairman, he shall preside at all meetings of the
stockholders; he shall ex-officio be a member of all standing
committees; he shall have general and active management of and
exercise general supervision over the business and property of the
Corporation and shall have such other power and duties as usually
appertain to the office of President and as may be assigned to him 
by the Board of Directors. (Amended 8/21/53; 11/5/57; 2/17/65;
11/19/70; 6/13/79; 11/19/80; 1/1/82.)

     SECTION 2:  Vice-Presidents.  In the absence or disability of
the President, the Executive Vice-President shall perform the
duties and exercise the powers of the President.  If other Vice-
Presidents are elected, they shall have such powers and perform
such duties as the President or Board of Directors shall from time
to time assign to them. (Amended 10/24/38; 8/21/53; 11/5/57;
2/17/65; 11/19/70; 6/13/79; 1/1/82.)

     SECTION 3:  Secretary and Assistant Secretaries.  The
Secretary shall attend all meetings of the stockholders and Board
of Directors, and shall record all votes and other proceedings in
a book to be kept for that purpose.  He shall give, or cause to be
given, all required notices of meeting of the stockholders and
Board of Directors.  He shall have the custody of the seal of the
Corporation and of its records and shall perform such other duties 
as usually appertain to the office of Secretary and as may be
prescribed by the President or the Board of Directors.  He shall be
sworn to the faithful discharge of his duty.  The Assistant
Secretaries shall perform such duties as shall be delegated to them
by the Board of Directors, the President or the Secretary. (Amended
8/21/53; 11/5/57; 2/17/65; 11/19/70; 6/13/79; 1/1/82.)

     SECTION 4:  Treasurer and Assistant Treasurers.  The Treasurer
shall have the custody of the corporate funds, and securities, and
shall keep full and accurate accounts of receipts and disbursements
in books of the Corporation to be kept for that purpose, and shall
deposit all moneys and other valuable effects in the name and to
the credit of the Corporation, in such depositaries as may be
designated by authority of the Board of Directors.  He shall
disburse the funds of the Corporation as may be ordered by the
Board of Directors, or the President taking proper vouchers for
such disbursements, and shall render to the Board of Directors, at
the regular meetings of the Board, or whenever it may so require,
an account of all his transactions as Treasurer and of the
financial condition of the Corporation and shall have such other
powers and duties as may be assigned to him by the President or the
Board of Directors.  The Assistant Treasurers shall perform such
duties as shall be delegated to them by the Board of Directors, the
President or the Treasurer. (Amended 8/21/53; 11/5/57; 2/17/65;
11/19/70; 6/13/79; 1/1/82.)

     SECTION 5:  Controller and Assistant Controller. The
Controller shall be the principal accounting officer and as such
shall have charge of the books and accounts of the Corporation
subject to the direction of the President.  He shall keep or cause
to be kept full and complete books of account of all operations of
the Corporation and of its assets and liabilities (except those
kept by the Treasurer as herein provided).

     He shall render to the Chairman, the President and the Board
of Directors, as and when requested, reports of the operations and
business of the Corporation and of its financial condition.

     He shall have such other powers and perform such other duties
as the President and the Board of Directors may from time to time
assign to him.  The Assistant Controller shall perform such duties
as shall be delegated to him or her by the board of Directors, the
President or the Controller. (Added 2/17/65; amended 11/19/70;
6/13/79; 1/1/82.)

     SECTION 6:  The Board of Directors may, by resolution, require
any officers of the Corporation to furnish bonds conditioned for
the faithful performance of their respective duties as such
officers, with a surety company satisfactory to such Board as
surety, the expense of which shall be paid by the Corporation.
(Amended 8/21/53; 11/5/57.)


                          ARTICLE VIII.
                      OFFICERS - VACANCIES.

     If the office of the President, the Executive Vice-President,
Vice-President, Secretary, Treasurer, Controller, or other officer
or agent, one or more, becomes vacant by reason of death,
resignation, retirement, disqualification, removal from office or
otherwise, the directors then in office may choose a successor or
successors, who shall hold office for the unexpired term in respect
of which such vacancy occurred. (Amended 8/21/53; 11/5/57; 2/17/65;
1/1/82.)


                           ARTICLE IX.
              DUTIES OF OFFICERS MAY BE DELEGATED.

     In case of the absence of any officer of the Corporation, or
for any other reason that the Board may deem sufficient, the Board
may delegate the powers or duties of such officer to any other
officer, or to any director, for the time being.


                          ARTICLE IX-A.
   INDEMNIFICATION OF DIRECTORS AND OTHERS BY THE CORPORATION.

     Provided he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was
unlawful, every person (and the heirs, executors and administrators
of such person) who is or was a director, officer, employee or
attorney of the Corporation, or of any partnership, joint venture,
trust or other enterprise or of any other corporation which he
served or is serving as such at the request of the Corporation,
and, as to such other corporation, in which the Corporation owns
shares of capital stock or is a creditor, shall be indemnified by
the Corporation against all legal and other fees and expenses
(including judgements, fines or penalties and amounts paid, other
than to the Corporation, or actually and reasonably incurred in
connection with settlements, whether with or without court
approval, made with a view to curtailment of costs of litigation
and with the approval of a majority of the Directors of the
Corporation then in office other than those who have incurred
expenses in relation to the matter for which indemnification is or
has been sought, whether or not such majority constitutes a quorum,
or if there are no such Directors then with the approval of
independent Counsel appointed by the Board) actually and reasonably
incurred by him in connection with or resulting from any
threatened, pending or completed claim, action, suit or proceeding
(whether brought by or in the right of the Corporation or such
other corporation or otherwise), civil, criminal, administrative or
investigative, or any appeal therein, in which he is made a party
by reason of his serving or having served at the request of the
Corporation as a director, officer, employee or attorney of the
Corporation, or such other corporation, partnership, joint venture,
trust or other enterprise, before or after the adoption of this By-
Law.  Such person shall be indemnified against expenses (including
attorneys fees) except in relation to matters as to which he shall
be finally determined as  a result of such claim, action, suit or
proceeding to be liable to the Corporation, whether such
determination is made by a court of competent jurisdiction or, in
the absence of that, either by such majority of Directors not
seeking indemnification, acting on the advice of Counsel, or by
independent Counsel appointed by the Board, unless and only to the
extent a court of competent jurisdiction, upon timely application
being made, despite a final determination of liability, determines
that in view of all of the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses
which such court deems proper.  Expenses incurred with respect to
any claim, action, suit or proceeding of the character above
described shall be advanced by the Corporation prior to the final
disposition thereof upon receipt of an undertaking by or on behalf
of the recipient to repay such amount if it is ultimately
determined that he is not entitled to indemnification under this
Article IX-A.  In the case of any claim, action, suit or proceeding
(whether civil, administrative or investigative), a judgment in or
settlement of a civil, administrative or investigative claim,
action, suit or proceeding, or in the case of a criminal action,
suit or proceeding, a conviction or judgment (whether based on a
plea of guilty or nolo contendere or its equivalent, or after
trial) shall not be deemed a determination or create a presumption
that such director, officer, employee or attorney, or former
director, officer, employee, or attorney, did not act in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
that his conduct was unlawful.  Notwithstanding any prior
judgement, settlement or conviction as aforesaid, indemnification
hereunder shall be mandatory upon the determination that such
director, officer, employee, or attorney, or former director,
officer, employee, or attorney, was acting in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and with respect to any criminal
action or proceeding, had no reasonable cause to believe that his
conduct was unlawful.  The indemnification and advancement of
expenses granted hereunder shall not be deemed exclusive of any
other rights to which such director, officer, employee, or attorney
may be entitled under any agreement, vote of stockholders, or at
law or in equity or otherwise, and the indemnification hereby
granted shall be in addition to and not in restriction or
limitation of any other privilege or power which the Corporation
may lawfully exercise with respect to the indemnification or
advancement of expenses to directors, officers, employees, or
attorneys, or persons formerly holding such positions.  For the
purposes of this Article IX-A, references to the "the Corporation"
shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees, or
attorneys, so that any person who is or was a director, officer,
employee, or attorney of such constituent corporation, or is or was
serving at the request of such constituent corporation as a
director, officer, employee, or attorney of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under this Article IX-A with respect to the
resulting or surviving corporation as he would have with respect to
such constituent corporation if its separate existence had
continued. (Adopted by stockholders 5/4/65; amended 7/15/70;
5/2/73; 6/13/79; 10/15/87.)


                          ARTICLE IX-B.
            REGARDING DUTIES OF DIRECTORS AND OTHERS.

     SECTION 1:  Unless otherwise provided by statute, or by the
Certificate of Incorporation, no liability shall attach to any
person (and the heirs, executors and administrators of such person)
who is or was a director, officer, employee or attorney of the
Corporation, or of any partnership, joint venture, trust or other
enterprise in which position he is or was acting as such at the
request of the Corporation, or of any other corporation which he
served or is serving as such at the request of the Corporation, and
in which the Corporation owns shares of capital stock or is a
creditor (hereinafter in this Article referred to as "such
person"), who shall perform or have performed his duties in good
faith in a manner he reasonably believes or believed to be in or
not opposed to the best interests of the Corporation with such care
that an ordinarily prudent person in a like position would use
under similar circumstances. (Added 6/18/81; amended 10/15/87.)

     SECTION 2:  Any "such person" in the performance of his duties
shall be entitled to rely in good faith on information, opinions,
reports or statements, including financial statements and other
financial data, in each case prepared or presented by: (a) one or
more officers or employees of the Corporation whom "such person"
reasonably believes to be reliable and competent in the matters
presented, (b) counsel, public accountants, appraisers or other
persons as to matters which "such person" reasonably believes to be
within the other person's professional or expert competence, or (c)
a committee of the Board upon which he does not serve, duly
designated in accordance with a provision of the Certificate of
Incorporation of the By-Laws, as to matters within its designated
authority, which committee "such person" reasonably believes to
merit confidence; but he shall not be considered to be acting in
good faith if he has knowledge concerning the matter in question
that would cause such reliance to be unwarranted.  Any "such
person" who so performs his duties for the Corporation shall have
no liability by reason of such reliance.  (Added 6/18/81.)

     SECTION 3:  No "such person" who makes or causes to be made
any disclosure in any application, report or document found to be
misleading with respect to any material fact shall have any
liability who shall sustain the burden of proof with respect to (a)
any matter not purporting to be made on the authority of an expert,
and not purporting to be a copy of or extract from a report or
valuation of an expert, and not purporting to be made on the
authority of a public official document or statement, that he had,
after reasonable investigation, reasonable ground to believe and
did believe, at the time such matter was published, that the
statements therein were true and that there was no omission to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and (b) as regards any
matter purporting to be made upon his authority as an expert or
purporting to be a copy of or extract from a report or valuation of
himself as an expert, (i) he had, after reasonable investigation,
reasonable ground to believe and did believe, at the time such
matter was published, that the statements therein were true and
that there was no omission to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, or (ii) such matter did not fairly represent his
statement as an expert or was not a fair copy of or extract from
his report or valuation as an expert; and (c) as regards any matter
purporting to be made on the authority of an expert (other than
himself), he had no reasonable ground to believe and did not
believe, at the time such matter was published, that the statements
therein were untrue or that there was an omission to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading, or that such matter did not
fairly represent the statement of the expert or was not a fair copy
of or extract from the report or valuation of the expert; and (d)
as regards any matter purporting to be a statement made by an
official person or purporting to be a copy of or extract from a
public official document, he had no reasonable ground to believe
and did not believe, at the time such matter was published, that
the statements therein were untrue, or that there was an omission
to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, or that such matter
did not fairly represent the statement made by the official person
or was not a fair copy of or extract from the public official
document. (Added 6/18/81.)

     SECTION 4:  In determining, for the purpose of Section 3 of
this Article, what constitutes reasonable investigation and
reasonable ground for belief, the standard of reasonableness shall
be that required of a prudent man in the management of his own
property. (Added 6/18/81.)

     SECTION 5:  Any suit for liability as above provided may be to
recover only such damages as shall represent the difference between
the amount paid for the security issued by the Corporation (not
exceeding the price at which the security was offered to the
public) and (i) the value thereof as of the time such suit was
brought, or (ii) the price at which such security shall have been
disposed of in the market before suit, or (iii) the price at which
such security shall have been disposed of after suit but before
judgment if such damages shall be less than the damages
representing the difference between the amount paid for the
security (not exceeding the price at which the security was offered
to the public) and the value thereof as of the time such suit was
brought:  Provided, that if the defendant proves that any portion
or all of such damages represents other than the depreciation in
value of such security resulting from such material misleading
matter, with respect to which his liability is asserted, not being
true or omitting to state a material fact required to be stated
therein or necessary to make the statements therein not misleading,
such portion of or all such damages shall not be recoverable. 
(Added 6/18/81.)

     SECTION 6:  All or any one or more of the persons held liable
as above provided in Section 5 of this Article shall be jointly and
severally liable, and every person who becomes so liable to make
any payment may recover contribution as in cases of contract from
any person who, if sued separately, would have been liable to make
the same payment, unless the person who has become liable was, and
the other was not, guilty of fraudulent misrepresentation.  (Added
6/18/81.)

     SECTION 7:  In no case shall the amount recoverable exceed the
price at which the security was offered to the public. (Added
6/18/81.)


                           ARTICLE X.

     SECTION 1:  Every holder of stock in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the
Corporation by the President or a Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of
shares owned by him in the Corporation.  If such certificate is
countersigned (1) by a transfer agent other than the Corporation or
its employee, or, (2) by a registrar other than the Corporation or
its employee, any other signature on the certificate may be a
facsimile.  In case any officer or officers who have signed, or
whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or
officers of the Corporation, whether because of death, resignation
or otherwise, before such certificate or certificates have been
delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and
delivered  as though the person or persons who signed such
certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer
or officers of the Corporation. (Amended 8/29/47; 2/17/65; 1/16/69;
1/1/82.)

     SECTION 2:  If the Corporation shall be authorized to issue
more than one class of stock, or more than one series of any class,
the designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof
and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized
on the face or back of the certificate which the Corporation shall
issue to represent such class of stock; provided, however, that
except as otherwise provided by statute, in lieu of the foregoing
requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such
class or series of stock, a statement that the Corporation will
furnish without charge to each stockholder who so requests, the
designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences
and/or rights. (Added 2/17/65.)


                           ARTICLE XI.
           TRANSFER OF STOCK, FIXING RECORD DATE, ETC.

     SECTION 1:  The shares of stock of the Corporation shall be
transferable as provided in the Uniform Commercial Code as enacted
in the State of Delaware. (Amended 1/16/69.)

     SECTION 2:  In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a
record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days
prior to any other action.  A determination of stockholders of
record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting. (Amended 1/16/58; 2/17/65; 1/16/69)

     SECTION 3:  The Corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder in
fact thereof and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part
of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of Delaware.

     SECTION 4:  The Board of Directors may appoint one or more
transfer agents and registrars for its stock, and may require all
stock certificates to bear the signature either of a transfer agent
or of a registrar, or both.


                          ARTICLE XII.
             LOST, STOLEN OR DESTROYED CERTIFICATES.

     Any person claiming a certificate of stock to be lost, stolen
or destroyed shall make an affidavit or affirmation of the fact and
advertise the same in such manner as the Board of Directors may
require, and shall give the Corporation and/or the transfer agents
and/or the registrars, if they shall so require, a bond of
indemnity, in form and with one or more sureties satisfactory to
the Board, and/or the transfer agents and/or the registrars, in
such sum as they may direct, whereupon a new certificate may be
issued of the same tenor and for the same number of shares as the
one alleged to be lost, stolen or destroyed, but always subject to
the approval of the Board of Directors. (Amended 2/17/65; 1/16/69.)

                          ARTICLE XIII.
                      INSPECTION OF BOOKS.

     The Board of Directors shall determine from time to time
whether, and, if allowed, when and under what conditions and
regulations the accounts and books of the Corporation (except such
as may by statute be specifically open to inspection) or any of
them, shall be open to the inspection of the stockholders, and the
stockholder's rights in this respect are and shall be restricted
and limited accordingly.


                          ARTICLE XIV.
                         CONTRACTS, ETC.

     SECTION 1:  All checks, notes, drafts, acceptances or other
demands or orders for the payment of money of the Corporation shall
be signed by such officer or officers or person or persons as the
Board of Directors may from time to time designate.

     SECTION 2:  All contracts, deeds, mortgages, leases or
instruments that require the corporate seal of the Corporation to
be affixed thereto shall be signed by the President or a Vice-
President, and by the Secretary, or an Assistant Secretary, or by
such other officer or officers, or person or persons, as the Board
of Directors may by resolution prescribe. (Amended 8/21/53;
11/5/57; 2/17/65; 1/1/82.)


                           ARTICLE XV
                          FISCAL YEAR.

     The fiscal year shall be the calendar year.


                          ARTICLE XVI.
                           DIVIDENDS.

     Subject to the provisions of law and of the Certificate of
Incorporation, the Board of Directors shall have absolute
discretion in the declaration of dividends and in fixing and
changing the date for the declaration and payment of dividends. 
Before payment of any dividend or making any distribution of
profits, the Board of Directors may set aside, out of the surplus
or net profits of the Corporation, such sum or sums as the
directors may from time to time in their absolute discretion deem
proper as a reserve or reserves to meet contingencies or for
equalizing dividends, or for repairing or maintaining any property
of the Corporation, or for any other purpose which the directors
shall think conducive to the interests of the Corporation and the
directors may modify or abolish any such reserve. (Amended
2/17/65.)


                          ARTICLE XVII.
                            NOTICES.

     SECTION 1:  Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or
stockholders at their addresses appearing on the books of the
Corporation or, in default of other address, to such director,
officer or stockholder at the General Post Office in the City of
Dubuque, Iowa.  Notice by mail shall be deemed to be given at the
time when the same shall be mailed.  Notice to directors may also
be given by telegram. (Amended 2/17/65.)

     SECTION 2:  Whenever any notice is required to be given under
the provisions of the statutes or of the Certificate of
Incorporation or of these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent
thereto. (Amended 2/17/65.)


                         ARTICLE XVIII.
                           AMENDMENTS.

     These By-Laws may be altered, amended or repealed, and new By-
Laws may be made at any annual, regular or special meeting of the
stockholders by the affirmative vote of a majority in interest of
the stock then issued and outstanding and entitled to vote, or at
any regular or special meeting of the Board of Directors by the
affirmative vote of a majority of such Board.