EXHIBIT 3.2

                                    BYLAWS
                                      OF
                          ALLIANT ENERGY CORPORATION
                        Effective as of March 15, 2000


ARTICLE I
                                   OFFICES

Section 1.1 PRINCIPAL AND BUSINESS  OFFICES.  - The  Corporation may have such
principal and other  business  offices,  either within or without the State of
Wisconsin,  as the Board of Directors  may designate or as the business of the
Corporation may require from time to time.

Section 1.2 REGISTERED  OFFICE.  - The  registered  office of the  Corporation
required by the  Wisconsin  Business  Corporation  Law to be maintained in the
State of  Wisconsin  may be,  but need not be,  identical  with the  principal
office in the State of  Wisconsin,  and the address of the  registered  office
may be  changed  from  time  to  time  by the  Board  of  Directors  or by the
registered  agent.  The  business  office  of  the  registered  agent  of  the
Corporation shall be identical to such registered office.



ARTICLE II
                                     SEAL

Section 2.1 CORPORATE SEAL. - The corporate seal shall have inscribed  thereon
the name of the Corporation and the words  "CORPORATE  SEAL,  WISCONSIN." Said
seal may be used by  causing it or a  facsimile  thereof  to be  impressed  or
affixed or reproduced.



ARTICLE III
                                 SHAREOWNERS

Section 3.1 ANNUAL  MEETING.  - The  annual  meeting of the  shareowners  (the
"Annual  Meeting")  shall  be held at  such  date  and  time as the  Board  of
Directors  may  determine.  In fixing a meeting  date for any Annual  Meeting,
the Board of Directors may consider such factors as it deems  relevant  within
the good faith  exercise of its  business  judgment.  At each Annual  Meeting,
the  shareowners  shall elect that number of directors  equal to the number of
directors  in the class  whose term  expires at the time of such  meeting.  At
any such Annual  Meeting,  only other  business  properly  brought  before the
meeting in  accordance  with Section  3.14 of these Bylaws may be  transacted.
If the  election  of  directors  shall not be held on the date fixed as herein
provided,  for any Annual Meeting,  or any adjournment  thereof,  the Board of
Directors  shall  cause  the  election  to be held  at a  special  meeting  of
shareowners (a "Special Meeting") as soon thereafter as is practicable.
<PAGE>

Section 3.2 SPECIAL  MEETINGS.  - A Special  Meeting may be called only by (i)
the  Board of  Directors  or (ii) the  Chief  Executive  Officer  and shall be
called by the Chief  Executive  Officer upon the demand,  in  accordance  with
this  Section  3.2, of the holders of record of shares  representing  at least
10%  of all  the  votes  entitled  to be  cast  on any  issue  proposed  to be
considered at the Special Meeting.

(a)   In order that the Corporation may determine the shareowners  entitled to
demand a Special  Meeting,  the Board of  Directors  may fix a record  date to
determine the  shareowners  entitled to make such a demand (the "Demand Record
Date").  The  Demand  Record  Date shall not  precede  the date upon which the
resolution  fixing the Demand Record Date is adopted by the Board of Directors
and shall not be more than ten days after the date upon  which the  resolution
fixing  the Demand  Record  Date is  adopted  by the Board of  Directors.  Any
shareowner  of record  seeking to have  shareowners  demand a Special  Meeting
shall,  by sending  written notice to the Secretary of the Corporation by hand
or by certified or registered  mail,  return  receipt  requested,  request the
Board of Directors to fix a Demand Record Date.  The Board of Directors  shall
promptly,  but in all  events  within ten days after the date on which a valid
request to fix a Demand  Record Date is received,  adopt a  resolution  fixing
the Demand  Record  Date and shall make a public  announcement  of such Demand
Record  Date.  If no  Demand  Record  Date  has  been  fixed  by the  Board of
Directors  within ten days after the date on which such request is received by
the  Secretary,  the Demand  Record Date shall be the 10th day after the first
date on which a valid written  request to set a Demand Record Date is received
by the  Secretary.  To be  valid,  such  written  request  shall set forth the
purpose or  purposes  for which the  Special  Meeting is to be held,  shall be
signed by one or more shareowners of record (or their duly authorized  proxies
or other  representatives),  shall  bear the date of  signature  of each  such
shareowner  (or  proxy  or other  representative)  and  shall  set  forth  all
information  about  each such  shareowner  and about the  beneficial  owner or
owners,  if any, on whose behalf the request is made that would be required to
be set forth in a  shareowner's  notice  described  in  paragraph  (a) (ii) of
Section 3.14 of these Bylaws.

(b)   In order for a shareowner or shareowners to demand a Special Meeting,  a
written  demand or demands  for a Special  Meeting by the holders of record as
of the  Demand  Record  Date of  shares  representing  at least 10% of all the
votes  entitled  to be cast on any  issue  proposed  to be  considered  at the
Special  Meeting  must be  delivered  to the  Corporation.  To be valid,  each
written  demand  by a  shareowner  for a Special  Meeting  shall set forth the
specific  purpose  or  purposes  for which the  Special  Meeting is to be held
(which  purpose or purposes  shall be limited to the  purpose or purposes  set
forth in the  written  request to set a Demand  Record  Date  received  by the
Corporation  pursuant to paragraph (b) of this Section  3.2),  shall be signed
by one or more  persons who as of the Demand  Record Date are  shareowners  of
record (or their duly  authorized  proxies  or other  representatives),  shall
bear  the  date of  signature  of each  such  shareowner  (or  proxy  or other
representative),  and shall set forth the name and address,  as they appear in
the Corporation's  books, of each shareowner signing such demand and the class
and  number  of  shares of the  Corporation  which  are  owned of  record  and
beneficially by each such  shareowner,  shall be sent to the Secretary by hand
or by certified or registered  mail,  return receipt  requested,  and shall be
received by the Secretary within seventy days after the Demand Record Date.
<PAGE>

(c)   The  Corporation  shall not be required to call a Special  Meeting  upon
shareowner demand unless,  in addition to the documents  required by paragraph
(c) of this Section 3.2, the Secretary  receives a written agreement signed by
each  Soliciting  Shareowner  (as  defined  below),  pursuant  to  which  each
Soliciting Shareowner,  jointly and severally, agrees to pay the Corporation's
costs of holding the Special  Meeting,  including  the costs of preparing  and
mailing proxy materials for the Corporation's own solicitation,  provided that
if each of the  resolutions  introduced by any  Soliciting  Shareowner at such
meeting is adopted,  and each of the individuals  nominated by or on behalf of
any  Soliciting  Shareowner  for  election  as a director  at such  meeting is
elected,  then the  Soliciting  Shareowners  shall not be required to pay such
costs.  For purposes of this  paragraph  (d), the  following  terms shall have
the meanings set forth below:

(i)   "Affiliate"  of any Person  (as  defined  herein)  shall mean any Person
      controlling,  controlled  by or under  common  control  with  such
      first Person.

(ii)  "Participant"  shall  have the  meaning  assigned  to such  term in Rule
      14a-11  promulgated under the Securities  Exchange Act of 1934, as
      amended (the "Exchange Act").

(iii) "Person"  shall mean any  individual,  firm,  corporation,  partnership,
      joint venture, association,  trust, unincorporated organization or
      other entity.

(iv)  "Proxy"  shall  have the  meaning  assigned  to such term in Rule  14a-1
      promulgated under the Exchange Act.

(v)   "Solicitation"  shall  have the  meaning  assigned  to such term in Rule
      14a-11 promulgated under the Exchange Act.

(vi)  "Soliciting  Shareowner" shall mean, with respect to any Special Meeting
      demanded by a  shareowner  or  shareowners,  any of the  following
      Persons:

(A)   if the number of  shareowners  signing  the demand or demands of meeting
            delivered  to the  Corporation  pursuant to  paragraph
            (c)  of  this  Section  3.2  is  ten  or  fewer,  each
            shareowner signing any such demand;


(B)   if the number of  shareowners  signing  the demand or demands of meeting
            delivered  to the  Corporation  pursuant to  paragraph
            (c) of this Section 3.2 is more than ten,  each Person
            who either (I) was a Participant  in any  Solicitation
            of such  demand or  demands or (II) at the time of the
            delivery   to  the   Corporation   of  the   documents
            described  in  paragraph  (c) of this  Section 3.2 had
            engaged or intends  to engage in any  Solicitation  of
            Proxies for use at such Special  Meeting (other than a
            Solicitation    of    Proxies   on   behalf   of   the
            Corporation); or
<PAGE>

(C)   any  Affiliate  of  a  Soliciting  Shareowner,  if  a  majority  of  the
            directors then in office determine,  reasonably and in
            good faith,  that such Affiliate should be required to
            sign the written notice  described in paragraph (c) of
            this   Section  3.2  and/or  the   written   agreement
            described  in this  paragraph  (d) in order to prevent
            the purposes of this Section 3.2 from being evaded.

(d)   Except as provided in the following sentence,  any Special Meeting shall
be held at such hour and day as may be  designated  by  whichever of the Board
of Directors or the Chief  Executive  Officer  shall have called such meeting.
In the case of any Special Meeting called by the Chief Executive  Officer upon
the demand of shareowners (a "Demand Special Meeting"),  such meeting shall be
held at such  hour and day as may be  designated  by the  Board of  Directors;
provided,  however,  that the date of any Demand Special  Meeting shall be not
more than  seventy  days after the Meeting  Record Date (as defined in Section
3.6 hereof);  and provided  further that in the event that the directors  then
in office  fail to  designate  an hour and date for a Demand  Special  Meeting
within ten days after the date that valid written  demands for such meeting by
the holders of record as of the Demand Record Date of shares  representing  at
least 10% of all the votes  entitled  to be cast on each issue  proposed to be
considered  at the  Special  Meeting are  delivered  to the  Corporation  (the
"Delivery  Date"),  then such meeting shall be held at 2:00 P.M. local time on
the 100th day after the Delivery  Date or, if such 100th day is not a Business
Day (as  defined  below),  on the first  preceding  Business  Day. In fixing a
meeting  date for any Special  Meeting,  the Board of  Directors  or the Chief
Executive  Officer may consider such factors as it or he deems relevant within
the good faith exercise of its or his business  judgment,  including,  without
limitation,  the  nature of the  action  proposed  to be taken,  the facts and
circumstances  surrounding  any demand for such  meeting,  and any plan of the
Board of  Directors  to call an Annual  Meeting or a Special  Meeting  for the
conduct of related business.

(e)   The   Corporation  may  engage   regionally  or  nationally   recognized
independent  inspectors of elections to act as an agent of the Corporation for
the purpose of promptly  performing  a  ministerial  review of the validity of
any purported  written demand or demands for a Special Meeting received by the
Secretary.  For the  purpose of  permitting  the  inspectors  to perform  such
review,  no  purported  demand  shall be deemed to have been  delivered to the
Corporation  until the earlier of (i) five Business Days following  receipt by
the Secretary of such purported  demand and (ii) such date as the  independent
inspectors  certify to the Corporation  that the valid demands received by the
Secretary  represent at least 10% of all the votes entitled to be cast on each
issue proposed to be considered at the Special Meeting.  Nothing  contained in
this  paragraph (f) shall in any way be construed to suggest or imply that the
Board of  Directors  or any  shareowner  shall not be  entitled to contest the
validity  of any  demand,  whether  during  or after  such five  Business  Day
period,  or to take any  other  action  (including,  without  limitation,  the
commencement, prosecution or defense of any litigation with respect thereto).
<PAGE>

(f)   For purposes of these  Bylaws,  "Business  Day" shall mean any day other
than a Saturday,  a Sunday or a day on which banking institutions in the State
of Wisconsin are authorized or obligated by law or executive order to close.

Section 3.3 PLACE OF MEETING.  - The Board of Directors or the Chief Executive
Officer  may  designate  any  place,  either  within or  without  the State of
Wisconsin,  as the place for any Annual Meeting or any Special Meeting, or for
any  postponement  thereof.  If no  designation  is made, the place of meeting
shall  be  the  principal  office  of  the  Corporation.  Any  meeting  may be
adjourned  to  reconvene  at any  place  designated  by vote of the  Board  of
Directors or determined by the Chief Executive Officer.

Section 3.4 NOTICE OF MEETINGS - Written  notice  stating  the date,  time and
place of any meeting of shareowners  shall be delivered not less than ten days
nor more than seventy days before the date of the meeting  (unless a different
time period is  provided  by the  Wisconsin  Business  Corporation  Law or the
Articles  of  Incorporation),  either  personally  or by  mail,  by or at  the
direction of the Chief Executive Officer or the Secretary,  to each shareowner
of record  entitled  to vote at such  meeting  and to such  other  persons  as
required  by the  Wisconsin  Business  Corporation  Law.  In the  event of any
Demand  Special  Meeting,  such notice of meeting  shall be sent not more than
thirty  days after the  Delivery  Date.  For  purposes  of this  Section  3.4,
notice by  "electronic  transmission"  (as such  term is  defined  in  Section
180.0103(7m) of the Wisconsin  Business  Corporation  Law") shall be deemed to
constitute  written notice.  Written notice pursuant to this Section 3.4 shall
be deemed to be effective  (a) when mailed,  if mailed  postpaid and addressed
to the  shareowner's  address  shown in the  Corporation's  current  record of
shareowners  or (b) when  electronically  transmitted  to the  shareowner in a
manner  authorized  by  the  shareowner.  Unless  otherwise  required  by  the
Wisconsin Business Corporation Law or the Articles of Incorporation,  a notice
of an Annual  Meeting need not include a description  of the purpose for which
the meeting is called.  In the case of any Special Meeting,  (i) the notice of
meeting  shall  describe any business  that the Board of Directors  shall have
theretofore  determined  to bring before the meeting and (ii) in the case of a
Demand Special Meeting,  the notice of meeting (A) shall describe any business
set  forth  in the  statement  of  purpose  of  the  demands  received  by the
Corporation  in  accordance  with  Section  3.2 of these  Bylaws and (B) shall
contain  all  of  the  information  required  in the  notice  received  by the
Corporation in accordance with Section  3.14(b) of these Bylaws.  If an Annual
Meeting or Special  Meeting is adjourned to a different  date,  time or place,
the Corporation  shall not be required to give notice of the new date, time or
place if the new  date,  time or  place is  announced  at the  meeting  before
adjournment;  provided,  however,  that if a new  Meeting  Record  Date for an
adjourned  meeting is or must be fixed,  the Corporation  shall give notice of
the  adjourned  meeting to persons who are  shareowners  as of the new Meeting
Record Date.
<PAGE>

Section 3.5 WAIVER OF NOTICE - A shareowner  may waive any notice  required by
the  Wisconsin  Business  Corporation  Law, the Articles of  Incorporation  or
these  Bylaws  before or after the date and time  stated  in the  notice.  The
waiver  shall be in  writing  and  signed by the  shareowner  entitled  to the
notice,  contain  the same  information  that would have been  required in the
notice under applicable  provisions of the Wisconsin Business  Corporation Law
(except  that the  time  and  place of  meeting  need  not be  stated)  and be
delivered  to the  Corporation  for  inclusion  in the  corporate  records.  A
shareowner's  attendance at any Annual Meeting or Special  Meeting,  in person
or by proxy,  waives objection to all of the following:  (a) lack of notice or
defective  notice of the meeting,  unless the  shareowner  at the beginning of
the  meeting or  promptly  upon  arrival  objects to  holding  the  meeting or
transacting  business at the meeting;  and (b)  consideration  of a particular
matter at the meeting that is not within the purpose  described in the meeting
notice,  unless the shareowner  objects to  considering  the matter when it is
presented.

Section 3.6 FIXING  OF  RECORD  DATE.  - The  Board  of  Directors  may fix in
advance a date not less than ten days and not more than  seventy days prior to
the date of an Annual  Meeting or Special  Meeting as the record  date for the
determination  of  shareowners  entitled  to notice  of,  or to vote at,  such
meeting  (the  "Meeting  Record  Date").  In the  case of any  Demand  Special
Meeting,  (i) the  Meeting  Record  Date  shall be not later than the 30th day
after the Delivery  Date and (ii) if the Board of  Directors  fails to fix the
Meeting  Record Date  within  thirty days after the  Delivery  Date,  then the
close of  business  on such 30th day shall be the  Meeting  Record  Date.  The
shareowners  of record on the  Meeting  Record  Date shall be the  shareowners
entitled  to notice of and to vote at the  meeting.  Except as provided by the
Wisconsin  Business  Corporation  Law  for  a  court-ordered   adjournment,  a
determination  of  shareowners  entitled to notice of and to vote at an Annual
Meeting or Special  Meeting is effective for any  adjournment  of such meeting
unless the Board of Directors fixes a new Meeting Record Date,  which it shall
do if the  meeting  is  adjourned  to a date more than 120 days after the date
fixed  for the  original  meeting.  The  Board  of  Directors  may also fix in
advance a date as the record date for the purpose of  determining  shareowners
entitled to take any other  action or  determining  shareowners  for any other
purpose.  Such  record date shall be not more than  seventy  days prior to the
date  on  which  the  particular  action,   requiring  such  determination  of
shareowners,  is to be taken.  The  record  date for  determining  shareowners
entitled to a distribution  (other than a  distribution  involving a purchase,
redemption  or  other  acquisition  of the  Corporation's  shares)  or a share
dividend  is  the  date  on  which  the  Board  of  Directors  authorizes  the
distribution  or  share  dividend,  as the case may be,  unless  the  Board of
Directors fixes a different record date.

Section 3.7 SHAREOWNER   LIST.  -  The   Corporation   shall  have  available,
beginning  two (2) days after the notice of the meeting is given for which the
list was  prepared  and  continuing  to the date of the  meeting,  a  complete
record  of  each  shareowner   entitled  to  vote  at  such  meeting,  or  any
adjournment thereof,  showing the address of and number of shares held by each
shareowner.  The  shareowner  list shall be available  for  inspection  by any
shareowner during normal business hours at the Corporation's  principal office
or at a place  identified in the meeting  notice in the city where the meeting
will be held. The Corporation  shall make the  shareowners'  list available at
the meeting and any  shareowner  or his agent or attorney may inspect the list
at any time the meeting or any adjournment thereof.
<PAGE>

Section 3.8 QUORUM AND VOTING REQUIREMENTS.

(a)   Shares  entitled to vote as a separate voting group may take action on a
matter at any  Annual  Meeting or  Special  Meeting  only if a quorum of those
shares  exists with respect to that matter.  If the  Corporation  has only one
class of stock  outstanding,  such class shall  constitute  a separate  voting
group for purposes of this Section  3.8.  Except as otherwise  provided in the
Articles  of  Incorporation  or the  Wisconsin  Business  Corporation  Law,  a
majority of the votes  entitled to be cast on the matter  shall  constitute  a
quorum  of the  voting  group  for  action  on that  matter.  Once a share  is
represented  for any purpose at any Annual Meeting or Special  Meeting,  other
than for the  purpose of  objecting  to  holding  the  meeting or  transacting
business at the meeting,  it is considered present for purposes of determining
whether  a  quorum  exists  for  the  remainder  of the  meeting  and  for any
adjournment  of that  meeting  unless a new Meeting  Record Date is or must be
set for the adjourned meeting.  If a quorum exists,  except in the case of the
election of directors,  action on a matter shall be approved if the votes cast
within the voting  group  favoring the action  exceed the votes cast  opposing
the action,  unless the Articles of  Incorporation  or the Wisconsin  Business
Corporation  Law  requires  a greater  number  of  affirmative  votes.  Unless
otherwise  provided in the  Articles  of  Incorporation,  each  director to be
elected  shall be  elected  by a  plurality  of the votes  cast by the  shares
entitled to vote in the election of directors at an Annual  Meeting or Special
Meeting at which a quorum is present.

(b)   The Board of Directors  acting by resolution may postpone and reschedule
any  previously  scheduled  Annual  Meeting  or  Special  Meeting;   provided,
however,  that a Demand  Special  Meeting  shall not be  postponed  beyond the
100th day following the Delivery Date.  Any Annual Meeting or Special  Meeting
may be adjourned from time to time,  whether or not there is a quorum,  (i) at
any time,  upon a resolution by shareowners if the votes cast in favor of such
resolution  by the holders of shares of each voting group  entitled to vote on
any matter  theretofore  properly brought before the meeting exceed the number
of votes cast  against such  resolution  by the holders of shares of each such
voting group or (ii) at any time prior to the  transaction  of any business at
such meeting,  by the  Chairperson of the Board or pursuant to a resolution of
the  Board  of  Directors.  No  notice  of the time  and  place  of  adjourned
meetings  need  be  given  except  as  required  by  the  Wisconsin   Business
Corporation  Law. At any adjourned  meeting at which a quorum shall be present
or  represented,  any  business  may  be  transacted  which  might  have  been
transacted at the meeting as originally notified.

Section 3.9 CONDUCT OF MEETING.  - The  Chairperson of the Board shall preside
at each  meeting of  shareowners.  In the  absence of the  Chairperson  of the
Board,  such  persons,  in the  following  order,  shall  act as  chair of the
meeting;  the Vice Chairperson of the Board, the Chief Executive Officer,  the
President,  any  Vice  President,  and the  Director  in  attendance  with the
longest  tenure in that  office.  The  Secretary,  or if absent,  an Assistant
Secretary, of the Company shall act as Secretary of each shareowner meeting.

Section 3.10      PROXIES.  - At any  Annual  Meeting or  Special  Meeting,  a
shareowner  entitled  to vote may  vote  his or her  shares  in  person  or by
proxy. A shareowner  entitled to vote at an Annual Meeting or Special  Meeting
may authorize  another  person to act for the  shareowner  by  appointing  the
person  as proxy.  Without  limiting  the  manner  in which a  shareowner  may
appoint  a  proxy,  a  shareowner  or  the  shareowner's  authorized  officer,
director,  employee, agent or attorney-in-fact may use any of the following as
a valid means to make such an appointment:
<PAGE>

            (a)   Appointment  of a proxy in writing by signing or causing the
shareowner's  signature to be affixed to an appointment form by any reasonable
means, including, but not limited to, by facsimile signature.

            (b)   Appointment of a proxy by  transmitting  or authorizing  the
transmission  of an electronic  transmission  of the appointment to the person
who will be appointed as proxy or to a proxy  solicitation firm, proxy support
service  organization or like agent  authorized to receive the transmission by
the person  who will be  appointed  as proxy.  Every  electronic  transmission
shall  contain,  or be  accompanied  by,  information  that  can  be  used  to
reasonably  determine  that  the  shareowner  transmitted  or  authorized  the
transmission  of  the  electronic   transmission.   Any  person  charged  with
determining  whether a shareholder  transmitted or authorized the transmission
of the electronic  transmission  shall specify the information  upon which the
determination is made.

An appointment of a proxy is effective  when a signed  appointment  form or an
electronic  transmission  of the  appointment  is received by the inspector of
election or the  officer or agent of the  Corporation  authorized  to tabulate
votes.  An  appointment  is valid for eleven months unless a different  period
is expressly provided in the appointment.  Unless otherwise provided,  a proxy
may be revoked any time before it is voted,  either by  appointing a new proxy
in accordance  with the Wisconsin  Business  Corporation Law or by oral notice
given by the  shareowner  to the  presiding  officer  during the meeting.  The
presence of a shareowner  who has made an effective  proxy  appointment  shall
not itself  constitute a  revocation.  The Board of  Directors  shall have the
power  and  authority  to  make  rules  establishing  presumptions  as to  the
validity and sufficiency of proxies.

Section 3.11      VOTING OF SHARES.  - Except as provided  in the  Articles of
Incorporation  or statute,  each  outstanding  share entitled to vote shall be
entitled to one (1) vote upon each matter  submitted to a vote at a meeting of
shareowners.

Section 3.12      VOTING OF SHARES BY CERTAIN  HOLDERS.  - Shares  standing in
the name of another  corporation may be voted by such officer,  agent or proxy
as the Bylaws of such  corporation  may prescribe,  or, in the absence of such
provision, as the Board of Directors of such corporation may determine.

            Shares   held  by  an   administrator,   executor,   guardian   or
conservator  may be  voted by such  person,  either  in  person  or by  proxy,
without a transfer of such shares into that  person's  name.  Shares  standing
in the name of a trustee may be voted by such trustee,  either in person or by
proxy,  without  a  transfer  of such  shares  into the  trustee's  name.  The
Corporation may request  evidence of such fiduciary status with respect to the
vote, consent, waiver, or proxy appointment.
<PAGE>

            Shares   standing  in  the  name  of  a  receiver  or  trustee  in
bankruptcy  may be voted by such  receiver or  trustee,  and shares held by or
under the  control of a receiver  may be voted by such  receiver  without  the
transfer  of the  shares  into such  person's  name if  authority  so to do is
contained  in an  appropriate  order of the court by which such  receiver  was
appointed.

            A pledgee,  beneficial  owner, or  attorney-in-fact  of the shares
held in the name of a shareholder  shall be entitled to vote such shares.  The
Corporation  may request  evidence of such  signatory's  authority to sign for
the  shareholder  with  respect  to  the  vote,  consent,   waiver,  or  proxy
appointment.

            Neither  treasury  shares nor shares held by another  corporation,
if a majority of the shares  entitled to vote for the election of Directors of
such  other  corporation  is held by the  Corporation,  shall  be voted at any
meeting or counted in determining  the total number of  outstanding  shares at
any given time.

Section 3.13      Action without  Meeting.  - Any action required or permitted
by the  Articles of  Incorporation  or these  Bylaws or any  provision  of the
Wisconsin  Business  Corporation  Law to be  taken  at an  Annual  Meeting  or
Special  Meeting  may be taken  without a  meeting  if a  written  consent  or
consents,  describing the action so taken, is signed by all of the shareowners
entitled to vote with respect to the subject  matter  thereof and delivered to
the Corporation for inclusion in the corporate records.

Section 3.14      Notice of Shareowner Business and Nomination of Directors.

(a)   Annual Meetings.

(i)   Nominations  of persons for  election to the Board of  Directors  of the
      Corporation  and the proposal of business to be  considered by the
      shareowners  may be made at an Annual  Meeting (A) pursuant to the
      Corporation's  notice of meeting,  (B) by or at the  direction  of
      the  Board  of  Directors  or  (C)  by  any   shareowner   of  the
      Corporation  who is a  shareowner  of record at the time of giving
      of notice  provided  for in this Bylaw and who is entitled to vote
      at the meeting and complies with the notice  procedures  set forth
      in this Section 3.14.

(ii)  For  nominations  or other  business  to be properly  brought  before an
      Annual  Meeting  by  a  shareowner   pursuant  to  clause  (C)  of
      paragraph  (a)(i) of this Section 3.14, the  shareowner  must have
      given  timely  notice  thereof in writing to the  Secretary of the
      Corporation.   To  be  timely,  a  shareowner's  notice  shall  be
      received by the  Secretary  of the  Corporation  at the  principal
      offices of the  Corporation  not later than the  earlier of (A) 45
      days in advance of the first annual  anniversary (the "Anniversary
      Date") of the date set forth in the Corporation's  proxy statement
      for the  prior  year's  Annual  Meeting  as the date on which  the
      Corporation  first mailed definitive proxy materials for the prior
      year's Annual  Meeting and (B) the later of (x) the 70th day prior
<PAGE>

      to such Annual  Meeting and (y) the 10th day  following the day on
      which  public  announcement  of the date of such  meeting is first
      made. Such  shareowner's  notice shall be signed by the shareowner
      of record who  intends to make the  nomination  or  introduce  the
      other   business   (or  his   duly   authorized   proxy  or  other
      representative),   shall  bear  the  date  of  signature  of  such
      shareowner  (or  proxy  or other  representative)  and  shall  set
      forth:  (A)  the  name  and  address,   as  they  appear  on  this
      Corporation's  books, of such shareowner and the beneficial  owner
      or owners,  if any, on whose behalf the  nomination or proposal is
      made; (B) the class and number of shares of the Corporation  which
      are  beneficially  owned by such shareowner or beneficial owner or
      owners;  (C) a representation  that such shareowner is a holder of
      record  of  shares  of the  Corporation  entitled  to vote at such
      meeting  and  intends  to  appear  in  person  or by  proxy at the
      meeting to make the  nomination  or introduce  the other  business
      specified  in  the  notice;  (D)  in  the  case  of  any  proposed
      nomination  for  election or  re-election  as a director,  (I) the
      name  and  residence  address  of  the  person  or  persons  to be
      nominated,   (II)   a   description   of   all   arrangements   or
      understandings  between such  shareowner  or  beneficial  owner or
      owners and each  nominee and any other  person or persons  (naming
      such person or persons)  pursuant to which the nomination is to be
      made by such shareowner,  (III) such other  information  regarding
      each nominee  proposed by such  shareowner as would be required to
      be  disclosed  in   solicitations  of  proxies  for  elections  of
      directors,  or would be  otherwise  required to be  disclosed,  in
      each case  pursuant  to  Regulation  14A under the  Exchange  Act,
      including  any  information  that would be required to be included
      in a proxy  statement  filed  pursuant to  Regulation  14A had the
      nominee  been  nominated  by the Board of  Directors  and (IV) the
      written  consent of each nominee to be named in a proxy  statement
      and to serve as a director of the  Corporation if so elected;  and
      (E) in the  case  of  any  other  business  that  such  shareowner
      proposes to bring before the meeting,  (I) a brief  description of
      the  business  desired to be brought  before the  meeting  and, if
      such  business  includes a proposal  to amend  these  Bylaws,  the
      language of the proposed  amendment,  (II) such  shareowner's  and
      beneficial   owner's  or  owners'   reasons  for  conducting  such
      business at the meeting  and (III) any  material  interest in such
      business of such shareowner and beneficial owner or owners.

(iii) Notwithstanding  anything in the second sentence of paragraph (a)(ii) of
      this  Section 3.14 to the  contrary,  in the event that the number
      of  directors  to be  elected  to the  Board of  Directors  of the
      Corporation  is  increased  and  there is no  public  announcement
      naming all of the nominees for director or specifying  the size of
      the increased  Board of Directors made by the Corporation at least
      45 days  prior to the  Anniversary  Date,  a  shareowner's  notice
      required by this  Section  3.14 shall also be  considered  timely,
      but only with  respect to nominees for any new  positions  created
      by such increase,  if it shall be received by the Secretary at the
      principal  offices of the  Corporation not later than the close of
      business  on the 10th day  following  the day on which such public
      announcement is first made by the Corporation.
<PAGE>

(b)   Special  Meetings.  Only such  business  shall be conducted at a Special
Meeting  as shall  have  been  described  in the  notice  of  meeting  sent to
shareowners  pursuant to Section 3.4 of these Bylaws.  Nominations  of persons
for  election to the Board of  Directors  may be made at a Special  Meeting at
which  directors  are to be elected  pursuant to such notice of meeting (i) by
or at the  direction of the Board of Directors  or (ii) by any  shareowner  of
the  Corporation  who (A) is a  shareowner  of record at the time of giving of
such  notice  of  meeting,  (B) is  entitled  to vote at the  meeting  and (C)
complies  with the  notice  procedures  set forth in this  Section  3.14.  Any
shareowner  desiring  to  nominate  persons  for  election  to  the  Board  of
Directors  at such a  Special  Meeting  shall  cause a  written  notice  to be
received by the Secretary of the  Corporation at the principal  offices of the
Corporation  not earlier  than ninety days prior to such  Special  Meeting and
not later  than the close of  business  on the later of (x) the 60th day prior
to such  Special  Meeting  and (y) the  10th  day  following  the day on which
public  announcement  is first made of the date of such Special Meeting and of
the  nominees  proposed  by the  Board  of  Directors  to be  elected  at such
meeting.  Such written  notice shall be signed by the shareowner of record who
intends  to make  the  nomination  (or his  duly  authorized  proxy  or  other
representative),  shall  bear the date of  signature  of such  shareowner  (or
proxy or other  representative) and shall set forth: (A) the name and address,
as  they  appear  on the  Corporation's  books,  of  such  shareowner  and the
beneficial  owner or owners,  if any, on whose behalf the  nomination is made;
(B) the class and number of shares of the Corporation  which are  beneficially
owned by such shareowner or beneficial  owner or owners;  (C) a representation
that such  shareowner  is a holder  of  record  of  shares of the  Corporation
entitled  to vote at such  meeting and intends to appear in person or by proxy
at the meeting to make the  nomination  specified in the notice;  (D) the name
and  residence  address  of the  person  or  persons  to be  nominated;  (E) a
description of all arrangements or  understandings  between such shareowner or
beneficial  owner or owners and each  nominee and any other  person or persons
(naming  such person or persons)  pursuant  to which the  nomination  is to be
made by such  shareowner;  (F) such other  information  regarding each nominee
proposed  by  such  shareowner  as  would  be  required  to  be  disclosed  in
solicitations  of proxies for  elections of  directors,  or would be otherwise
required to be disclosed,  in each case  pursuant to Regulation  14A under the
Exchange Act,  including any information that would be required to be included
in a proxy  statement  filed  pursuant to Regulation  14A had the nominee been
nominated  by the Board of  Directors;  and (G) the  written  consent  of each
nominee to be named in a proxy  statement  and to serve as a  director  of the
Corporation if so elected.

(c)   General.

(i)   Only persons who are nominated in  accordance  with the  procedures  set
      forth  in  this  Section  3.14  shall  be  eligible  to  serve  as
      directors.  Only such  business  shall be  conducted  at an Annual
      Meeting or Special  Meeting as shall have been brought before such
      meeting  in  accordance  with  the  procedures  set  forth in this
      Section  3.14.  The  chairman of the meeting  shall have the power
      and  duty  to  determine  whether  a  nomination  or any  business
      proposed to be brought  before the meeting was made in  accordance
      with the  procedures  set forth in this  Section  3.14 and, if any
      proposed  nomination  or business is not in  compliance  with this
      Section 3.14,  to declare that such  defective  proposal  shall be
      disregarded.
<PAGE>

(ii)  For  purposes of this Section  3.14,  "public  announcement"  shall mean
      disclosure  in a press  release  reported  by the Dow  Jones  News
      Service,  Associated Press or comparable  national news service or
      in  a  document   publicly  filed  by  the  Corporation  with  the
      Securities and Exchange  Commission  pursuant to Section 13, 14 or
      15(d) of the Exchange Act.

(iii) Notwithstanding  the  foregoing  provisions  of  this  Section 3.14,   a
      shareowner  shall also comply with all applicable  requirements of
      the Exchange  Act and the rules and  regulations  thereunder  with
      respect to the matters  set forth in this  Section  3.14.  Nothing
      in this  Section  3.14 shall be deemed to limit the  Corporation's
      obligation to include shareowner  proposals in its proxy statement
      if such  inclusion  is required  by Rule 14a-8 under the  Exchange
      Act.



ARTICLE IV
                              BOARD OF DIRECTORS

Section 4.1 GENERAL  POWER.  - The  business  and  affairs of the  Corporation
shall be managed by its Board of Directors.

Section 4.2 NUMBER.  CLASSES  &  TERM.  -  The  number  of  Directors  of  the
Corporation  shall be fixed  from  time to time  exclusively  by the  Board of
Directors  pursuant  to a  resolution  adopted  by the  affirmative  vote of a
majority of the total number of Directors that the  Corporation  would have if
there  were no  vacancies,  but  shall not be less than nine (9) nor more than
thirteen  (13).  The  Directors  of the  Corporation  shall be  divided,  with
respect to the time for which they severally hold office,  into three classes,
as  nearly  equal  in  number  as  possible.   At  each  Annual  Meeting,  the
successors  to the class of Directors  whose terms shall expire at the time of
such  Annual  Meeting  shall  be  elected  to  hold  office  until  the  third
succeeding  Annual  Meeting,  and until their  successors are duly elected and
qualified.

Section 4.3 CHAIRPERSON  OF THE BOARD.  - The  Chairperson of the Board if not
designated  as the Chief  Executive  Officer of the Company  shall  assist the
Board in the formulation of policies and may make  recommendations  therefore.
Information  as to the affairs of the Company in addition to that contained in
the regular  reports  shall be furnished  to him or her on request.  He or she
may make  suggestions  and  recommendations  to the  Chief  Executive  Officer
regarding  any  matters  relating  to the  affairs of the Company and shall be
available for consultation and advice.

Section 4.4 VICE  CHAIRPERSON  OF THE  BOARD.  - The Vice  Chairperson  of the
Board  shall  assist  the  Board  in the  formulation  of  policies  and  make
recommendations  therefore.  The Vice Chairperson shall have such other powers
and  duties  as may be  prescribed  for him or her by the  Chairperson  of the
Board or the Board of  Directors.  In the absence of or the  inability  of the
Chairperson  of the  Board  to act as  Chairperson  of  the  Board,  the  Vice
Chairperson   of  the  Board  shall  assume  the  powers  and  duties  of  the
Chairperson of the Board.
<PAGE>

Section 4.5 QUALIFICATIONS  AND REMOVAL. - No person who has attained 70 years
of age  shall  be  eligible  for  election  or  re-election  to the  Board  of
Directors.  Any  Director  who has  attained  seventy  (70) years of age shall
resign from the Board of Directors  effective  as of the next Annual  Meeting.
For a period of five (5) years  following  April 21, 1998,  no person,  except
any of the  initial  Directors  serving as such on April 21,  1998,  who is an
executive  officer or employee of the  Corporation or any of its  subsidiaries
shall be  eligible  to  serve  as a  Director  of the  Corporation;  provided,
however,  that any  individual  serving  as  Chief  Executive  Officer  of the
Corporation  shall be eligible to serve as a Director of the  Corporation.  In
the event the Chief  Executive  Officer  resigns  or  retires  from his or her
office or  employment  with the  Corporation,  he or she shall  simultaneously
submit his or her resignation  from the Board of Directors.  In the event that
the Chief Executive  Officer is removed from his or her office by the Board of
Directors,   or  is   involuntarily   terminated   from  employment  with  the
Corporation,  he or she shall  simultaneously  submit  his or her  resignation
from the  Board of  Directors.  In the event  that a  Director  experiences  a
change in their  principal  occupation or primary  business  affiliation,  the
Director must submit their  resignation  from the Board to the  Nominating and
Governance   Committee.   The  Nominating  and  Governance   Committee   shall
recommend  to the Board of  Directors  whether  the Board  should  accept such
resignation.   If  the   Nominating  and   Governance   Committee   recommends
acceptance  of the  resignation,  an  affirmative  vote of  two-thirds  of the
remaining  Directors  holding  office is required to affirm the Nominating and
Governance  Committee's  recommendation.  A resignation may be tendered by any
Director at any meeting of the shareholders or of the Board of Directors,  who
shall at such meeting accept the same.

Section 4.6 REGULAR  MEETINGS.  - Regular  meetings of the Board of  Directors
shall be held at such  time and  place as may be  determined  by the  Board of
Directors, but in no event shall the Board meet less than once a year.

Section 4.7 SPECIAL  MEETINGS.  - Special  meetings of the Board of  Directors
may be called by or at the  request of the  Chairman  of the  Board,  the Vice
Chairman of the Board,  the Chief Executive  Officer or any two (2) Directors.
The Chief Executive  Officer or Secretary may fix any place,  either within or
without the State of  Wisconsin,  whether in person or by  telecommunications,
as the place for holding any special meeting.

Section 4.8 NOTICE;   WAIVER.  -  Notice  of  any  meeting  of  the  Board  of
Directors,  unless otherwise  provided pursuant to Section 4.6, shall be given
at least  forty-eight  (48)  hours  prior to the  meeting  by  written  notice
delivered  personally or mailed to each  Director at such address  designed by
each  Director,  by telegram or other form of wire or wireless  communication.
The  notice  need not  describe  the  purpose  of the  meeting of the Board of
Directors or the business to be transacted at such  meeting.  If mailed,  such
notice shall be deemed to be  delivered  when  deposited in the United  States
mail, so addressed,  with postage  prepared.  Any Director may waive notice of
any meeting.  The  attendance  of a Director at a meeting  shall  constitute a
waiver of notice of such  meeting,  except where a Director  attends a meeting
for the express  purpose of objecting to the  transaction of business  because
the meeting is not lawfully called or convened.
<PAGE>

Section 4.9 QUORUM.  - A majority of the Board of Directors shall constitute a
quorum  for the  transaction  of  business  at any  meeting  of the  Board  of
Directors,  but if less than such majority is present at a meeting, a majority
of the  Directors  present  may  adjourn the meeting to some other day without
further notice.

Section 4.10      MEETING PARTICIPATION.

(a)   Any or all members of the Board of Directors,  or any committee thereof,
may  participate in a regular or special meeting by, or to conduct the meeting
through,  the use of any means of  communication by which any of the following
occurs:

(i)   All participating  directors may  simultaneously  hear each other during
      the meeting.

(ii)  All communication during the meeting is immediately  transmitted to each
      participating  director,  and each participating  director is able
      to immediately send messages to all other participating directors.

(b)   If a  meeting  is  conducted  by the  means of  communication  described
herein,  all  participating  directors  shall be  informed  that a meeting  is
taking place at which official business may be transacted.

(c)   A director  participating in a meeting by means of such communication is
deemed to be present in person at the meeting.

Section 4.11      ACTION WITHOUT  MEETING.  - Any action required or permitted
to be taken at any  meeting  of the  Directors  of the  Corporation  or of any
committee of the Board may be taken  without a meeting if a consent in writing
setting  forth the action so taken shall be signed by all of the  Directors or
all of the members of the  Committee  of  Directors,  as the case may be. Such
consent shall have the same force and effect as a unanimous  vote at a meeting
and shall be filed with the  Secretary  of the  Corporation  to be included in
the official  records of the  Corporation.  The action taken is effective when
the last Director signs the consent  unless the consent  specifies a different
effective date.

Section 4.12      PRESUMPTION OF ASSENT.  - A Director of the  Corporation who
is  present  at a meeting  of the Board of  Directors  at which  action on any
corporate  matter is taken shall be  presumed  to have  assented to the action
taken  unless (a) the  Director  objects at the  beginning  of the  meeting or
promptly  upon  arrival  to the  holding  of or  transacting  business  at the
meeting,  (b) the  Director's  dissent or  abstention  shall be entered in the
minutes of the  meeting,  (c) the  Director  shall  file a written  dissent or
abstention  to such action with the  presiding  officer of the meeting  before
the  adjournment  thereof  or shall  forward  such  dissent or  abstention  by
registered or certified mail to the Secretary of the  Corporation  immediately
after  the  adjournment  of the  meeting,  or (d) the  Director  shall  file a
written notice to the Secretary of the  Corporation  promptly after  receiving
the minutes of the  meeting  that the  minutes  failed to show the  Director's
dissention  or  abstention  from the  action  taken.  Such right to dissent or
abstain shall not apply to a Director who voted in favor of such action.
<PAGE>

Section 4.13      VACANCIES.   -  Except  as  provided   below,   any  vacancy
occurring  in the  Board of  Directors  or on any  Committee  of the  Board of
Directors  and any  directorship  to be filled by reason of an increase in the
number of  Directors  may be filled by the  affirmative  vote of a majority of
the  Directors  then in  office,  even if less  than a quorum  of the Board of
Directors.  For a period of time commencing on formation of Interstate  Energy
Corporation  and  expiring  on  the  date  of  the  third  annual  meeting  of
shareowners  of the  Corporation,  the initially  appointed  IES, IPC and WPLH
directors,  each as a separate  group,  shall be entitled  to  nominate  those
persons who will be eligible to be  appointed,  elected or  re-elected as IES,
IPC and WPLH  Directors.  The  Director  or  Directors  so chosen  shall  hold
office  until  the next  election  of the Class for  which  such  Director  or
Directors  shall have been chosen and until their  successors  shall have been
duly elected and qualified.

Section 4.14      COMPENSATION.  - Compensation and expenses for attendance at
a regular or special  meeting of the Board of  Directors,  or at any committee
meeting,  shall be payable in such amounts as determined  from time to time by
the Board of  Directors.  No such payment  shall  preclude  any Director  from
serving the  Corporation  in any other  capacity  and  receiving  compensation
therefor.   Directors  who  are  full  time   employees  or  officers  of  the
Corporation shall not receive any compensation.



ARTICLE V
                                  COMMITTEES

Section 5.1 COMMITTEES.  - The Board of Directors may, by resolution passed by
a majority of the whole Board,  designate from their number various Committees
from time to time as corporate  needs may  dictate.  The  Committees  may make
their own rules of  procedure  and shall  meet where and as  provided  by such
rules,  or by resolution of the Board of Directors.  A majority of the members
of the Committee  shall  constitute a quorum for the  transaction of business.
Each Committee  shall keep regular minutes of its meetings and report the same
to the Board of Directors  when  required.  The Committee may be authorized by
the  Board  of  Directors  to  perform  specified  functions,  except  that  a
committee may not do any of the following:  (a) authorize  distributions;  (b)
approve  or  propose  to  shareowners   action  that  the  Wisconsin  Business
Corporation Law requires to be approved by shareowners;  (c) fill vacancies on
the  Board of  Directors,  or,  unless  the  Board of  Directors  provides  by
resolution  that vacancies on a committee  shall be filled by the  affirmative
vote of the remaining  committee  members,  on any Board committee;  (d) amend
the  Corporation's  Articles  of  Incorporation;  (e)  adopt,  amend or repeal
bylaws; (f) approve a plan of merger not requiring  shareowner  approval;  (g)
authorize or approve  reacquisition  of shares,  except according to a formula
or method  prescribed by the Board of Directors;  and (h) authorize or approve
the  issuance  or  sale or  contract  for  sale of  shares  or  determine  the
designation  and relative  rights,  preferences  and limitations of a class or
series  of  shares,  except  that  the  Board of  Directors  may  authorize  a
committee to do so within limits prescribed by the Board of Directors.
<PAGE>

Section 5.2 EXECUTIVE   COMMITTEE.   -  An   Executive   Committee  is  hereby
established  and shall  consist of at least three (3) members,  including  the
Chairman of the Board.  The Executive  Committee  shall possess all the powers
and  authority of the Board of  Directors  when said Board of Directors is not
in session, except for the powers and authorities set forth in Section 5.1.

Section 5.3 AUDIT  COMMITTEE.  - An Audit Committee is hereby  established and
shall  consist of at least three (3)  Directors,  all of whom shall be outside
members  of the Board of  Directors.  The  members of the  Committee  shall be
elected  annually  by  a  majority  vote  of  the  members  of  the  Board  of
Directors.  Said  Committee  shall meet at the call of any one of its members,
but in no event shall it meet less than once a year.  Subsequent  to each such
Committee  meeting,  a report of the actions taken by such Committee  shall be
made to the Board of Directors.

Section 5.4 COMPENSATION  AND  PERSONNEL  COMMITTEE.   -  A  Compensation  and
Personnel  Committee is hereby established and shall consist of at least three
(3)  Directors  who are not and never have been  officers,  employees or legal
counsel of the Company.  The Chairperson  and the members of the  Compensation
and Personnel  Committee  shall be elected  annually by a majority vote of the
members of the Board of  Directors.  Said  Committee  shall meet at such times
as it determines,  but at least twice each year, and shall meet at the request
of the Chairman of the Board,  the Chief Executive  Officer,  or any Committee
member.  Subsequent to each such  Committee  meeting,  a report of the actions
taken by such Committee shall be made to the Board of Directors.

Section 5.5 NOMINATING   AND   GOVERNANCE   COMMITTEE.   -  A  Nominating  and
Governance  Committee shall be established and shall consist of at least three
(3)  Directors,  all  of  whom  shall  be  outside  members  of the  Board  of
Directors.  The  Chairperson  and the members of the Nominating and Governance
Committee  shall be elected  annually by a majority vote of the members of the
Board of Directors.  Said  Committee  shall meet at the call of any one of its
members,  but in no event shall it meet less than once a year.  Subsequent  to
each such Committee  meeting,  a report of the actions taken by such Committee
shall be made to the Board of Directors.



ARTICLE VI
                                   OFFICERS

Section 6.1 OFFICERS.  - The Board of Directors  shall elect a Chief Executive
Officer,  a President,  such number of Vice Presidents with such  designations
as the  Board of  Directors  at the time  may  decide  upon,  a  Secretary,  a
Treasurer  and a  Controller.  The Chief  Executive  Officer may appoint  such
other  officers and assistant  officers as may be deemed  necessary.  The same
person may simultaneously hold more than one such office.
<PAGE>

Section 6.2 TERM OF OFFICERS.  - All Officers,  unless sooner  removed,  shall
hold their respective offices until their successors,  willing to serve, shall
have been  elected but any  Officer may be removed  from Office at any time by
the Board of Directors.

Section 6.3 REMOVAL OF OFFICERS.  - Any officer may be removed by the Board of
Directors  whenever in its judgment the best interests of the Corporation will
be  served  thereby,  but such  removal  shall  be  without  prejudice  to the
contract  rights,  if any, of the person so removed.  Election or  appointment
of an officer shall not of itself create contract rights.

Section 6.4 CHIEF EXECUTIVE  OFFICER. - Subject to the control of the Board of
Directors  the Chief  Executive  Officer  designated by the Board of Directors
shall have and be responsible for the general  management and direction of the
business  of the  Corporation,  shall  establish  the lines of  authority  and
supervision of the Officers and employees of the  Corporation,  shall have the
power to appoint and remove and  discharge any and all agents and employees of
the Corporation  not elected or appointed  directly by the Board of Directors.
and  shall   assist  the  Board  in  the   formulation   of  policies  of  the
Corporation.  The Chairperson of the Board, if Chief  Executive  Officer,  may
delegate any part of his or her duties to the President,  or to one or more of
the Vice Presidents of the Corporation.

Section 6.5 PRESIDENT.  - The  President,  when he or she is not designated as
and does not have the powers of the Chief Executive  Officer,  shall have such
other  powers and duties as may from time to time be  prescribed  by the Board
of Directors or be delegated to him or her by the  Chairperson of the Board or
the Chief Executive Officer.

Section 6.6 VICE PRESIDENTS.  - The Vice Presidents shall have such powers and
duties as may be  prescribed  for him or her by the Board of Directors and the
Chief  Executive  Officer.  In the  absence of or in the event of the death of
the Chief  Executive  Officer and the  President,  the inability or refusal to
act,  or in the  event  for any  reason  it shall be  impracticable  for Chief
Executive Officer and the President to act personally,  the Vice President (or
in the event there be more than one Vice  President,  the Vice  Presidents  in
the order  designated  by the Board of  Directors,  or in the  absence  of any
designation,  then in the order of their election) shall perform the duties of
the Chief Executive Officer and the President,  and when so acting, shall have
all the  powers  of and be  subject  to all the  restrictions  upon the  Chief
Executive  Officer and the  President.  The execution of any instrument of the
Corporation by any Vice President  shall be conclusive  evidence,  as to third
parties,  of his or her  authority to act in the stead of the Chief  Executive
Officer and the President.

Section 6.7 SECRETARY.  - The Secretary shall attend all meetings of the Board
of Directors,  shall keep a true and faithful  record  thereof in proper books
to be provided for that purpose,  and shall be responsible for the custody and
care  of the  corporate  seal,  corporate  records  and  minute  books  of the
Corporation,  and of all other books, documents and papers as in the practical
business  operation of the Corporation shall naturally belong in the office or
custody  of the  Secretary,  or shall be placed in his or her  custody  by the
<PAGE>

Chief  Executive  Officer or by the Board of  Directors.  He or she shall also
act as Secretary of all shareowners'  meetings,  and keep a record thereof. He
or she  shall,  except as may be  otherwise  required  by  statute or by these
bylaws,  sign,  issue  and  publish  all  notices  required  for  meetings  of
shareowners  and of the Board of  Directors.  He or she  shall be  responsible
for the  custody  of the  stock  books of the  Corporation  and  shall  keep a
suitable  record of the  addresses  of  shareowners.  He or she shall  also be
responsible  for  the  collection,  custody  and  disbursement  of  the  funds
received for dividend  reinvestment.  He or she shall sign stock certificates,
bonds and  mortgages,  and all other  documents and papers to which his or her
signature  may be  necessary  or  appropriate,  shall  affix  the  seal of the
Corporation to all  instruments  requiring the seal, and shall have such other
powers and duties as are commonly  incidental to the office of  Secretary,  or
as may be  prescribed  for  him or her by the  President  or by the  Board  of
Directors.

Section 6.8 TREASURER.   -  The  Treasurer   shall  have  charge  of,  and  be
responsible  for, the  collection,  receipt,  custody and  disbursement of the
funds of the  Corporation,  and  shall  deposit  its  funds in the name of the
Corporation in such banks or trust  companies as he or she shall designate and
shall  keep a proper  record of cash  receipts  and  disbursements.  He or she
shall be  responsible  for the custody of such books,  receipted  vouchers and
other  books  and  papers  as in  the  practical  business  operation  of  the
Corporation  shall naturally belong in the office or custody of the Treasurer,
or shall be placed in his or her custody by the President,  or by the Board of
Directors.  He or she shall sign  checks,  drafts,  and other paper  providing
for the  payment of money by the  Corporation  for  operating  purposes in the
usual course or business.  He or she may, in the absence of the  Secretary and
Assistant  Secretaries sign stock certificates.  The Treasurer shall have such
other  powers  and  duties  as  are  commonly  incidental  to  the  office  of
Treasurer,  or as may be prescribed  for him or her by the President or by the
Board of Directors.

Section 6.9 CONTROLLER.  - The  Controller  shall be the principal  accounting
Officer of the  Corporation.  He or she shall have  general  supervision  over
the  books  of  accounts  of the  Corporation.  He or she  shall  examine  the
accounts  of all  Officers  and  employees  from  time to time and as often as
practicable,  and shall see that proper  returns are made of all receipts from
all  sources.  All  bills,  properly  made in detail and  certified,  shall be
submitted  to him or her,  and he or she shall  audit and  approve the same if
found  satisfactory  and correct,  but he or she shall not approve any voucher
unless charges  covered by the voucher have been previously  approved  through
work orders,  requisition  or otherwise by the head of the department in which
it  originated,  or  unless  he or she  shall be  otherwise  satisfied  of its
propriety  and  correctness.  He or she shall have full access to all minutes,
contracts,  correspondence  and other  papers and  records of the  Corporation
relating to its business matters,  and shall be responsible for the custody of
such  books and  documents  as shall  naturally  belong in the  custody of the
Controller  and as shall be placed in his or her custody by the  President  or
by the Board of  Directors.  The  Controller  shall have such other powers and
duties as are commonly  incidental to the office of  Controller,  or as may be
prescribed for him or her by the President or by the Board of Directors.

Section 6.10      ASSISTANT OFFICERS. - The Assistant  Secretaries,  Assistant
Treasurers,   Assistant  Controllers,   and  other  Assistant  Officers  shall
respectively assist the Secretary,  Treasurer,  Controller, and other Officers
of the  Corporation in the  performance of the respective  duties  assigned to
such  principal  Officer,  and in assisting his or her principal  Officer each
assistant  Officer  shall to that  extent and for such  purpose  have the same
powers as his or her  principal  Officer.  The  powers  and duties of any such
principal Officer shall temporarily  devolve upon an assistant Officer in case
of the absence, disability,  death, resignation or removal from office of such
principal Officer.

<PAGE>

ARTICLE VII
                  CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 7.1 CERTIFICATES FOR SHARES. - Each  certificate  representing  shares
of the  Corporation  shall  state  upon the fact (a) that the  Corporation  is
organized  under  the  laws of the  State  of  Wisconsin,  (b) the name of the
person  to  whom  issued,  (c)  the  number  and  class  of  shares,  and  the
designation of the series, if any, which such certificate represents,  and (d)
the par  value  of each  share,  if  any,  and  each  such  certificate  shall
otherwise be in such form as shall be  determined  by the Board of  Directors.
Such  certificates  shall be signed by the Chairman of the Board, or the Chief
Executive  Officer  or the  President  and by the  Secretary  or an  Assistant
Secretary  and  shall  be  sealed  with  the  corporate  seal  or a  facsimile
thereof.   The  signatures  of  such  officers  upon  a  certificate   may  be
facsimiles  if the  certificate  is  manually  signed on behalf of a  transfer
agent and registrar.  In case any officer or other  authorized  person who has
signed or whose facsimile  signature has been placed upon such certificate for
the  Corporation  shall have  ceased to be such  officer or  employee or agent
before such  certificate is issued,  it may be issued by the Corporation  with
the same  effect as if such  person  where an officer or  employee or agent at
the date of its issue.  Each  certificate  for shares  shall be  consecutively
numbered or otherwise identified.

            All  certificates  surrendered  to the  Corporation  for  transfer
shall be  canceled  and no new  certificate  shall be issued  until the former
certificate  for a like  number of shares  shall  have  been  surrendered  and
canceled,  except that in case of a lost, destroyed or mutilated certificate a
new  one  may  be  issued  therefor  upon  such  terms  and  indemnity  to the
Corporation as the Board of Directors may prescribe.

Section 7.2 TRANSFER OF SHARES. - Transfer of shares of the Corporation  shall
be made only on the stock transfer  books of the  Corporation by the holder of
record  thereof or by such person's  legal  representative,  who shall furnish
proper evidence of authority to transfer,  or authorized attorney, by power of
attorney duly executed and filed with the  Secretary of the  Corporation,  and
on surrender for cancellation of the certificate for such shares.

            Subject to the  provisions of Section 3.12 of Article III of these
Bylaws,  the person in whose name shares stand on the books of the Corporation
shall be treated by the  Corporation  as the owner  thereof for all  purposes,
including all rights deriving from such shares,  and the Corporation shall not
be bound to  recognize  any  equitable or other claim to, or interest in, such
shares or rights  deriving from such shares,  on the part of any other person,
including  (without  limitation)  a purchaser,  assignee or transferee of such
shares, or rights deriving from such shares,  unless and until such purchaser,
assignee,  transferee  or other  person  becomes  the  record  holder  of such
shares,   whether  or  not  the  Corporation   shall  have  either  actual  or
constructive  notice of the interest of such purchaser,  assignee,  transferee
or other  person.  Except as provided in said  Section  3.12  hereof,  no such
purchaser,  assignee,  transferee or other person shall be entitled to receive
notice of the meetings of shareholders,  to vote at such meetings,  to examine
the complete record of the  shareholders  entitled to vote at meetings,  or to
own, enjoy or exercise any other property or rights  deriving from such shares
against the Corporation,  until such purchaser,  assignee, transferee or other
person has become the record holder of such shares.
<PAGE>

Section 7.3 LOST,  DESTROYED OR STOLEN  CERTIFICATES.  - When the owner claims
that certificates for shares have been lost,  destroyed or wrongfully taken, a
new certificate  shall be issued in place thereof if the owner (a) so requests
before the  Corporation  has notice that such  shares have been  acquired by a
bona fide  purchaser,  (b) files with the  Corporation a sufficient  indemnity
bond if required by the  Corporation  and (c) satisfies such other  reasonable
requirements as may be provided by the Corporation.

Section 7.4 STOCK  REGULATIONS.  - The Board of Directors shall have the power
and authority to make all such further rules and regulations not  inconsistent
with  law  as it  may  deem  expedient  concerning  the  issue,  transfer  and
registration of shares of the Corporation.

ARTICLE VIII
            INDEMNIFICATION AND LIABILITY OF DIRECTOR AND OFFICERS

Section 8.1 INDEMNIFICATION.  - The  Corporation  shall, to the fullest extent
permitted  or required by Sections  180.0850 to  180.0859,  inclusive,  of the
Wisconsin  Business  Corporation Law, including any amendments thereto (but in
the case of any such amendment,  only to the extent such amendment  permits or
requires the corporation to provide broader  indemnification rights than prior
to such amendment),  indemnify its Directors,  Officers,  employees and agents
against any and all Liabilities,  and advance any and all reasonable Expenses,
incurred  thereby  in any  Proceeding  to which  any such  Director,  Officer,
employee or agent is a Party because he or she is or was a Director,  Officer,
employee or agent of the Corporation.  The rights to  indemnification  granted
hereunder   shall  not  be   deemed   exclusive   of  any   other   rights  to
indemnification  against  Liabilities  or the  advancement of Expenses which a
Director,  Officer,  employee  or agent  may be  entitled  under  any  written
agreement,  Board  resolution,  vote of  shareowners,  the Wisconsin  Business
Corporation Law or otherwise.  The Corporation  may, but shall not be required
to,  supplement the foregoing rights to  indemnification  against  Liabilities
and  advancement  of  Expenses  under  this  Section  8.1 by the  purchase  of
insurance on behalf of any one or more of such Directors,  Officers, employees
or agents,  whether or not the Corporation  would be obligated to indemnify or
advance  Expenses  to such  Director,  Officer,  employee  or agent under this
Section  8.1.  All  capitalized  terms  used  in  this  Article  VIII  and not
otherwise  defined herein shall have the meaning set forth in Section 180.0850
of the Wisconsin Business Corporation Law.
<PAGE>

ARTICLE IX
                                MISCELLANEOUS

Section 9.1 FISCAL  YEAR.  - The fiscal year of the  Corporation  shall be the
calendar year.

Section 9.2 DIVIDENDS.  - Subject to the  provisions of law or the Articles of
Incorporation,  the Board of Directors may, at any regular or special meeting,
declare  dividends  upon the capital stock of the  Corporation  payable out of
surplus  (whether  earned  or  paid-in)  or  profits  as and  when  they  deem
expedient.  Before  declaring  any  dividend  there  may be set  apart  out of
surplus  or  profits  such sum or sums as the  directors  from time to time in
their  discretion deem proper for working capital or as a reserve fund to meet
contingencies  or  for  such  other  purposes  as  the  directors  shall  deem
conducive to the interests of the Corporation.

Section 9.3 CONTRACTS,  CHECKS, DRAFTS, DEEDS, LEASES AND OTHER INSTRUMENTS. -
All contracts,  checks, drafts or other orders for the payment of money, notes
or other  evidences  of  indebtedness  issued in the name of the  Corporation,
shall  be  signed  by  such  officer  or  officers,  agent  or  agents  of the
Corporation  and in such  manner as shall from time to time be  determined  by
resolution  of the Board of  Directors.  The Board may authorize by resolution
any officer or officers to enter into and execute any  contract or  instrument
of  indebtedness  in the name of the  Corporation,  and such  authority may be
general or confined to specific  instances.  All funds of the  Corporation not
otherwise  employed  shall be deposited from time to time to the credit of the
Corporation  in  such  banks  or  other  depositories  as  the  Treasurer  may
authorize.

            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 be resolution prescribe.

Section 9.4 VOTING OF  SHARES  OWNED BY THE  CORPORATION. - Subject  always to
the  specific  directions  of the Board of  Directors,  any share or shares of
stock  issued  by  any  other  corporation  and  owned  or  controlled  by the
Corporation  may  be  voted  at  any  shareholders'   meeting  of  such  other
corporation by the Chief Executive Officer of the Corporation,  if present, or
if  absent  by any  other  officer  of the  Corporation  who  may be  present.
Whenever,  in the judgment of the Chief Executive  Officer,  or if absent,  of
any officer,  it is desirable for the Corporation to execute a proxy or give a
shareholders'  consent in  respect  to any share or shares of stock  issued by
any other  corporation  and owned by the  Corporation,  such  proxy or consent
shall  be  executed  in the name of the  Corporation  by the  Chief  Executive
Officer or one of the  officers  of the  Corporation  and shall be attested by
the Secretary or an Assistant  Secretary of the Corporation  without necessity
of any  authorization  by the  Board  of  Directors.  Any  person  or  persons
designated  in  the  manner  above  stated  as the  proxy  or  proxies  of the
Corporation  shall have full right,  power and  authority to vote the share or
shares of stock issued by such other  corporation and owned by the Corporation
in the same manner as such share or shares might be voted by the Corporation.
<PAGE>

ARTICLE X
                        AMENDMENT OR REPEAL OF BYLAWS

Section 10.1      AMENDMENTS  BY BOARD OF  DIRECTORS.  - Except  as  otherwise
provided  by  the  Wisconsin  Business  Corporation  Law or  the  Articles  of
Incorporation,  these  Bylaws may be amended or repealed and new Bylaws may be
adopted by the Board of  Directors  by the  affirmative  vote of a majority of
the  number  of  directors  present  at any  meeting  at which a quorum  is in
attendance;  provided,  however, that the shareowners in adopting, amending or
repealing a particular  bylaw may provide  therein that the Board of Directors
may not amend, repeal or readopt that bylaw.

Section 10.2      IMPLIED  AMENDMENT.  - Any action taken or authorized by the
shareowners or by the Board of Directors which would be inconsistent  with the
Bylaws then in effect but which is taken or authorized by affirmative  vote of
not less than the  number of shares or the  number of  directors  required  to
amend the  Bylaws so that the  Bylaws  would be  consistent  with such  action
shall be given the same  effect  as though  the  Bylaws  had been  temporarily
amended or  suspended  so far,  but only so far, as is necessary to permit the
specific action so taken or authorized.


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     I,_______________________, do hereby certify that I am the duly elected and
acting  _______________  Corporate  Secretary of Alliant Energy  Corporation,  a
Wisconsin  corporation,  organized under the laws of the State,  and that I have
access to the  corporate  records of said  Company,  and as such  officer,  I do
further certify that the foregoing Bylaws were adopted as of March 15, 2000.

      IN  WITNESS  WHEREOF,  I have  hereunto  set my  hand  and  affixed  the
corporate seal of said Company this  ____________ day of  ___________________,
_______.




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