Exhibit 3(d)

                       BYLAWS AS AMENDED
                               OF
                       IES UTILITIES INC.

                (Amended as of February 4, 1997)


                           ARTICLE I

                            OFFICES

      SECTION  1.1.  PRINCIPAL OFFICE. - The principal office  shall  be
established and maintained in the ie: Tower, 200 First Street, S.E.,  in
the City of Cedar Rapids, in the County of Linn, in the State of Iowa.

      SECTION  1.2.   OTHER OFFICES. - The Corporation  may  have  other
offices,  either within or without the State of Iowa, at such  place  or
places  as the Board of Directors may from time to time appoint  or  the
business of the Corporation may require.  The registered office  of  the
Corporation  required  by  the  Iowa  Business  Corporation  Act  to  be
maintained  in the State of Iowa may be, but need not be identical  with
the  principal  office  in the State of Iowa, and  the  address  of  the
registered  office  may be changed from time to time  by  the  Board  of
Directors.


                           ARTICLE II

                          SHAREHOLDERS


      SECTION 2.1.  ANNUAL MEETING. - The annual meeting of shareholders
for  the  election  of directors and the transaction of  other  business
shall  be held, in each year, on the third Tuesday in May at two o'clock
in  the afternoon (if such day is a holiday, the annual meeting will  be
held at such time on the next succeeding business day) or any other date
specified by the Board of Directors.

      SECTION 2.2.  PLACE OF SHAREHOLDERS' MEETING. - The annual meeting
or  any  special meeting of shareholders shall be held at the  principal
office  of  the Corporation or any place, within the State of  Iowa,  as
shall  be designated by the Board of Directors and stated in the  notice
of the meeting.

       SECTION  2.3.   SPECIAL  MEETINGS.  -  Special  meetings  of  the
shareholders may be called by the Chairman of the Board, the  President,
the  Board of Directors, or the holders of not less than ten percent  of
all the shares entitled to vote at the meeting.

      SECTION  2.4.  NOTICE OF MEETINGS. - WAIVER. - Written or  printed
notice, stating the place, day and hour of the meeting and, in case of a
special  meeting,  the  purpose or purposes for  which  the  meeting  is
called,  shall be delivered not less than ten nor more than  sixty  days
before the date of the meeting, either personally or by mail, by  or  at
the  direction of the Board of Directors, to each shareholder of  record
entitled  to  vote  at such meeting.  If mailed, such  notice  shall  be
deemed  to  be  delivered  when deposited  in  the  United  States  mail
addressed  to  the  shareholder at the address appearing  on  the  stock
transfer books of the Corporation, with postage thereon prepaid.

      SECTION 2.5.  CLOSING OF TRANSFER BOOKS; FIXING OF RECORD DATE.  -
For the purpose of determining shareholders entitled to notice of, or to
vote  at,  any  special meeting of shareholders, or at  any  adjournment
thereof, or shareholders entitled to receive payment of any dividend, or
in  order  to make a determination of shareholders for any other  proper
purpose, the Board of Directors of the Corporation may provide that  the
stock  transfer  books shall be closed for a stated period  but  not  to
exceed,  in  any  case, 60 days.  If the stock transfer books  shall  be
closed for the purpose of determining shareholders entitled to notice of
or  to vote at a meeting of shareholders, such books shall be closed for
at least 10 days immediately preceding such meeting.  In lieu of closing
the  stock  transfer books, the Board of Directors may fix in advance  a
date as the record date for any such determination of shareholders, such
date  in  any  case not to be more than 70 days, and in the  case  of  a
meeting  of  shareholders not less than 10 days, prior to  the  date  on
which   the   particular   action,  requiring  such   determination   of
shareholders,  is  to  be taken.  If the stock transfer  books  are  not
closed   and   no  record  date  is  fixed  for  the  determination   of
shareholders, the date on which notice of the meeting is mailed  or  the
date  on  which the resolution of the Board of Directors declaring  such
dividend  is adopted, as the case may be, shall be the record  date  for
such   determination   of  shareholders.   When   a   determination   of
shareholders  entitled to vote at any meeting of shareholders  has  been
made as provided in this section, such determination shall apply to  any
adjournment thereof.

      SECTION 2.6.  VOTING RECORD. - The officer or agent having  charge
of the stock transfer books for shares of the Corporation shall make, at
least  10 days prior to each meeting  of shareholders, a complete record
of the shareholders entitled to vote at such meeting, or any adjournment
thereof,  arranged  in alphabetical order with the address  of  and  the
number of shares held by each, which record shall be kept on file at the
registered  office of the Corporation and shall be subject to inspection
by  any shareholder at any time during usual business hours for a period
of  10  days prior to such meeting.  Such record shall also be  produced
and  kept open at the time and place of the meeting and shall be subject
to  the  inspection  of any shareholder during the  whole  time  of  the
meeting.  The original stock transfer book shall be prima facie evidence
of  the identity of the shareholders entitled to examine such record  or
transfer books or to vote at any meeting of shareholders.

     SECTION 2.7.  QUORUM. - A majority of the outstanding shares of the
Corporation  entitled to vote, represented in person or by proxy,  shall
constitute  a  quorum  at a meeting of shareholders.   If  less  than  a
majority  of  the  outstanding shares are represented at  a  meeting,  a
majority of the shares so represented may adjourn the meeting from  time
to  time  without further notice.  At such 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.
The  shareholders present at a duly organized meeting  may  continue  to
transact  business  until adjournment only if a  quorum  is  represented
throughout.

      SECTION  2.8.  CONDUCT OF MEETING. - Meetings of the  shareholders
shall be presided over by one of the following officers in the order  of
seniority  if  present  and  acting - the Chairman  of  the  Board,  the
President,  the Secretary, or if none of the foregoing is in office  and
present  and  acting, by a chairperson to be chosen by the shareholders.
The  Secretary of the Corporation, or if absent, an Assistant Secretary,
shall act as secretary of the meeting, but if neither the Secretary  nor
an Assistant Secretary is present, or if the Secretary is presiding over
the meeting and the Assistant Secretary is not present, the Chairman  of
the meeting shall appoint a secretary of the meeting.

      SECTION  2.9.   PROXIES.  -  At all meetings  of  shareholders,  a
shareholder may vote by proxy executed in writing by the shareholder  or
by  a  duly authorized attorney-in-fact.  Such proxy shall be filed with
the  Secretary of the Corporation before or at the time of the  meeting.
No  proxy  shall  be  valid after eleven months from  the  date  of  its
execution, unless otherwise provided in the proxy.

      SECTION 2.10.  VOTING OF SHARES. - Each outstanding share entitled
to  vote shall be entitled to one vote upon each matter submitted  to  a
vote at a meeting of shareholders.

      SECTION  2.11.   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.

      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  be
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.


                          ARTICLE III

                       BOARD OF DIRECTORS


      SECTION  3.1.  GENERAL POWERS. - The business and affairs  of  the
Corporation shall be managed by its Board of Directors.

      SECTION 3.2.  NUMBER, TENURE, QUALIFICATIONS AND REMOVAL.   -  The
number  of  Directors of the Corporation shall be nine.   Each  Director
shall  hold  office  until the next annual meeting of  shareholders  and
until  the  Director's successor shall have been elected and  qualified,
unless removed at a meeting called expressly for that purpose by a  vote
of  the holders of a majority of the shares then entitled to vote at  an
election of Directors.  A Director may only be removed upon a showing of
cause.   Directors  need  not be residents  of  the  State  of  Iowa  or
shareholders of the Corporation.  Not more than three Directors shall be
officers or employees of the Corporation or its subsidiaries.  No person
who has reached the age of 70 years shall be eligible for election or re-
election  to  the Board of Directors, unless approved by  the  Board  of
Directors  upon  recommendation by the Chairman of  the  Board  and  the
Nominating  Committee.   Except  for the Chief  Executive  Officer,  any
Officer  or  employee  of  the Corporation serving  as  a  Director  who
retires,  resigns or is removed or terminated from his  or  her  present
office  or  employment with the Corporation shall simultaneously  resign
from  the Board of Directors.  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 if requested by the  Nominating
Committee.   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.

     SECTION 3.3.  REGULAR MEETINGS. - An annual meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately
after,  and  at  the same place as, the annual meeting of  shareholders.
Unless  otherwise  provided by resolution of  the  Board  of  Directors,
regular  meetings of the Board of Directors, additional  to  the  annual
meeting,  shall  be  held on the first Tuesday  of  February,  May,  and
August,  and  on the first Wednesday of November of each  year,  at  the
principal  office or any place within or without the State  of  Iowa  as
shall be designated by the Board of Directors without notice other  than
such resolution.

      SECTION 3.4.  SPECIAL MEETINGS. - Special meetings of the Board of
Directors  may  be called by or at the request of the  Chairman  of  the
Board, President or any two Directors.  The person or persons authorized
to  call  special meetings of the Board of Directors may fix  any  place
either  within  or without the State of Iowa, whether in  person  or  by
telecommunications, as the place for holding any special meeting of  the
Board of Directors called by them.

      SECTION  3.5.   NOTICE. - Notice of any special meeting  shall  be
given  at  least  three  days  prior to the meeting  by  written  notice
delivered  personally  or  mailed to each  Director  at  the  Director's
business address, by telegram, or orally by telephone.  If mailed,  such
notice  shall  be deemed to be delivered when deposited  in  the  United
States mail, so addressed, with postage prepaid.  If notice be given  by
telegram, such notice shall be deemed to be delivered when the  telegram
is delivered to the telegraph company.  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  any
business  because  the  meeting  is not  lawfully  called  or  convened.
Neither  the  business  to be transacted at, nor  the  purpose  of,  any
regular  or special meeting of the Board of Directors need be  specified
in the notice or waiver of notice of such meeting.

     SECTION 3.6.  QUORUM. - A majority of the number of Directors fixed
by  Section  3.2 of this Article III 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 from time  to  time  without
further notice.

      SECTION 3.7.  MANNER OF ACTING. - The act of the majority  of  the
Directors present at a meeting at which a quorum is present shall be the
act  of  the Board of Directors.  A Director shall be considered present
at  a meeting of the Board of Directors or of a committee designated  by
the  Board  if  the Director participates in such meeting by  conference
telephone  or  similar communications equipment by means  of  which  all
persons participating in the meeting can hear each other.

     SECTION 3.8.  INFORMAL ACTION.  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.

       SECTION  3.9.   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 shall be
entered in the minutes of the meeting, or (c) the Director shall file  a
written  dissent to such action with the person acting as the  secretary
of  the  meeting  before the adjournment thereof or shall  forward  such
dissent  by  registered  or  certified mail  to  the  Secretary  of  the
Corporation  immediately after the adjournment  of  the  meeting.   Such
right  to  dissent shall not apply to a Director who voted in  favor  of
such action.

      SECTION 3.10.  VACANCIES. - Any vacancy occurring in 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. Failure to attend three  consecutive  regular
meetings  of  the  Board of Directors shall disqualify a  Director  from
further  service  as  a  Director during the year  in  which  the  third
delinquency  occurs  and  shall make such Director  ineligible  for  re-
election, unless such failure to attend be determined by the affirmative
vote  of two-thirds of the remaining Directors holding office to be  due
to circumstances beyond the control of such Director.  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  3.11.  COMPENSATION. - The Directors may  be  paid  their
expenses,  if  any,  of  attendance at each  meeting  of  the  Board  of
Directors and may be paid a fixed sum for attendance at each meeting  of
the  Board of Directors or may receive a stated salary as Director.   No
such payment shall preclude any Director from serving the Corporation in
any  other  capacity  and receiving compensation therefor.   Members  of
special  or  standing  committees may be allowed like  compensation  for
attending committee meetings.

     SECTION 3.12.  EXECUTIVE COMMITTEE. - The Board of Directors shall,
at  each  annual meeting thereof, appoint from its number  an  Executive
Committee  of  not less than three (3) nor more than five  (5)  members,
including  the Chairman of the Board and the Chief Executive Officer  of
the Corporation, to serve, subject to the pleasure of the Board, for the
year next ensuing and until their successors are appointed by the Board.
The  Board of Directors at such time shall also fix the compensation  to
be  paid  to the members of the Executive Committee.  No member  of  the
Executive Committee shall continue to be a member after ceasing to be  a
Director  of  the Corporation.  The Board of Directors  shall  have  the
power  at any time to increase or decrease the number of members of  the
Executive  Committee, to fill vacancies, to change any  member,  and  to
change the functions or terminate the Committee's existence.

      SECTION  3.13.   POWERS OF EXECUTIVE COMMITTEE.  -  The  Executive
Committee  appointed by the Board of Directors as above  provided  shall
possess all the power and authority of the Board of Directors when  said
Board is not in session, but the Executive Committee shall not have  the
power  to:  (1)  declare  dividends or  distributions,  (2)  approve  or
recommend  directly to the shareholders actions required by  law  to  be
approved  by shareholders, (3) fill vacancies on the Board of  Directors
or designate directors for purposes of proxy solicitation, (4) amend the
Articles,  (5)  adopt, amend, or repeal Bylaws, (6) approve  a  plan  of
merger  not requiring shareholders approval, (7) authorize reacquisition
of  shares  unless  pursuant  to a method specified  by  the  Board,  or
(8) authorize the sale or issuance of shares or designate the terms of a
series  of  a class of shares, except pursuant to a method specified  by
the Board, to the extent permitted by law.

     SECTION 3.14.  PROCEDURE:  MEETINGS:  QUORUM. - Regular meetings of
the  Executive Committee may be held at least once in each month on such
day  as  the Committee shall elect and special meetings may be  held  at
such other times as the Chairman of the Board or any two members of  the
Executive  Committee may designate.  Notice of special meetings  of  the
Executive  Committee  shall  be  given by  letter,  telegram,  or  cable
delivered  for  transmission  not  later  than  during  the  second  day
immediately  preceding the day for such meeting or by word of  mouth  or
telephone not later than the day immediately preceding the date for such
meeting.  No such notice need state the business to be transacted at the
meeting.   No  notice  need  be  given of  an  adjourned  meeting.   The
Executive Committee may fix its own rules of procedure.  It shall keep a
record  of  its  proceedings and shall report these proceedings  to  the
Board  of  Directors at the regular meeting thereof held next after  the
meeting  of the Executive Committee.  Attendance at any meeting  of  the
Executive  Committee at a special meeting shall constitute a  waiver  of
notice of such special meeting.

      At  its last meeting preceding the annual meeting of the Board  of
Directors,  the  Executive  Committee  shall  make  to  the  Board   its
recommendation of officers of the Corporation to be elected by the Board
for the ensuing year.

      The Chairman of the Board shall act as Chairman at all meetings of
the Executive Committee.   The Secretary of the Corporation shall act as
Secretary  of the meeting.  In case of the absence from any  meeting  of
the  Executive  Committee  of  the Secretary  of  the  Corporation,  the
Executive  Committee  shall appoint a secretary  of  the  meeting.   The
Executive Committee may hold its meetings within or without the State of
Iowa,  as  it may from time to time by resolution determine.  A majority
of the Executive Committee shall be necessary to constitute a quorum for
the  transaction  of  any business, and the act of  a  majority  of  the
members present at a meeting at which a quorum is present shall  be  the
act  of the Executive Committee.  The members of the Executive Committee
shall act only as a committee, and the individual members shall have  no
power as such.

      SECTION  3.15.   OTHER COMMITTEES. - The Board  of  Directors  may
appoint  by  resolution  adopted by a majority  of  the  full  Board  of
Directors  from  among  its  members,  other  committees,  temporary  or
permanent,  and, to the extent permitted by law  and these  Bylaws,  may
designate the duties, powers, and authorities of such committees subject
to the same restriction of powers as provided in Section 3.13.


                           ARTICLE IV

                            OFFICERS

     SECTION 4.1.  OFFICERS. -  The officers of the Corporation shall be
a  Chairman of the Board, a President, a Secretary and a Treasurer, each
of  whom  shall  be  elected  by the Board  of  Directors.   Such  other
officers,  including  vice  presidents, general  counsel  and  assistant
officers as may be deemed necessary may be elected or appointed  by  the
Board  of Directors.  Any two or more of the offices may be held by  the
same person if so decided by the Board of Directors.

      SECTION 4.2.  ELECTION AND TERM OF OFFICE. - The officers  of  the
Corporation  to  be elected by the Board of Directors shall  be  elected
annually  by  the  Board at its annual meeting held  after  each  annual
meeting of the shareholders.  If the election of officers shall  not  be
held at such meeting, such election shall be held as soon thereafter  as
may be convenient.  A vacancy in any office for any reason may be filled
by the Board of Directors for the unexpired portion of the term.

      SECTION 4.3.  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 4.4.  CHAIRMAN OF THE BOARD. -  The Chairman of the  Board
shall  be  the Chief Executive Officer of the Corporation.  The Chairman
of the Board shall preside at all meetings of the Board of Directors and
shall  be a member of the Executive Committee. The Chairman of the Board
shall  see that all resolutions and orders of the Board of Directors  or
the  Executive Committee are carried into effect and shall exercise such
other  powers and perform such other duties as may be designated by  the
Board of Directors and the Executive Committee.

      SECTION  4.5.   PRESIDENT. -  The President  shall  be  the  Chief
Operating  Officer of the Corporation and shall have general supervision
of  and  be  accountable  for the control of the Corporation's  business
affairs, properties and management and otherwise shall have the  general
powers  and  duties  usually vested with the office of  President  of  a
Corporation, subject, however, to the control of the Board of Directors,
the Executive Committee, and the Chairman of the Board & Chief Executive
Officer.  The President shall see that all resolutions and orders of the
Board  of  Directors or the Executive Committee are carried into  effect
and  shall exercise  such other powers and perform such other duties  as
may  be  designated by the Board of Directors, the Executive  Committee,
and the Chairman of the Board & Chief Executive Officer.

      SECTION 4.6.  VICE-PRESIDENTS. - A Vice President (if one or  more
be  elected or appointed) shall have such powers and perform such duties
as  the  Board of Directors may from time to time prescribe  or  as  the
Chairman of the Board or the President may from time to time delegate.

      SECTION 4.7.  TREASURER. - The Treasurer shall have the custody of
the  funds  and  securities of the Corporation.  Whenever  necessary  or
proper,  the  Treasurer shall (1) endorse, on behalf of the Corporation,
checks, notes or other obligations and deposit the same to the credit of
the  Corporation in such bank or banks or depositories as the  Board  of
Directors may designate; (2) sign receipts or vouchers for payments made
to  the Corporation which shall also be signed by such other officer  as
may  be designated by the Board of Directors; (3) disburse the funds  of
the  Corporation as may be ordered by the Board, taking proper  vouchers
for  such  disbursements; and (4) render to the Board of Directors,  the
Executive Committee, the Chairman of the Board and the President at  the
regular meetings of the Board or Executive Committee, or whenever any of
them  may  require  it,  an account of the financial  condition  of  the
Corporation.  If required by the Board of Directors, the Treasurer shall
give  the  Corporation a bond with one or more sureties satisfactory  to
the  board,  for the faithful performance of the duties of this  office,
and  for  the restoration to the Corporation, in case of death,  resigna
tion, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in possession or under control
of the Treasurer.

     SECTION 4.8.  SECRETARY. - The Secretary shall record the votes and
proceedings  of  the  Shareholders,  the  Board  of  Directors  and  the
Executive Committee in a book or books kept for that purpose, and  shall
serve  notices  of  and  attend  all  meetings  of  the  Directors,  the
Executive  Committee and shareholders.  In the absence of the  Secretary
or  an  Assistant Secretary from any meeting of the Board of  Directors,
the  proceedings of such meeting shall be recorded by such other  person
as may be appointed for that purpose.

      The  Secretary  shall  keep  in  safe  custody  the  seal  of  the
Corporation, and duplicates, if any, and when requested by the Board  of
Directors,  or when any instrument shall have been first signed  by  the
Chairman  of  the  Board,  the  President  or  a   Vice  President  duly
authorized to sign the same, or when necessary to attest any proceedings
of  the  shareholders  or directors, shall affix it  to  any  instrument
requiring  the  same, and shall attest the same.  The  Secretary  shall,
with  the  Chairman of the Board or the President, sign certificates  of
stock  of  the Corporation and affix a seal of the Corporation or  cause
such seal to be imprinted or engraved thereon, subject, however, to  the
provisions  providing  for  the  use of facsimile  signatures  on  stock
certificates under certain conditions.  The Secretary shall have  charge
of such books and papers as properly belong to such office, or as may be
committed  to the Secretary's care by the Board of Directors or  by  the
Executive  Committee, and shall perform such other duties as pertain  to
such  office,  or  as  may be required by the Board  of  Directors,  the
Executive Committee or the Chairman of the Board.

      SECTION 4.9.  ASSISTANT TREASURERS. - Each Assistant Treasurer (if
one  or  more Assistant Treasurers be elected or appointed) shall assist
the  Treasurer  and  shall perform such other duties  as  the  Board  of
Directors  may from time to time prescribe or the Chairman of the  Board
or  the President may from time to time delegate.  At the request of the
Treasurer, any Assistant Treasurer may perform temporarily the duties of
Treasurer  in the case of the Treasurer's absence or inability  to  act.
In  the case of the death of the Treasurer, or in the case of absence or
inability  to  act without having designated an Assistant  Treasurer  to
perform  temporarily  the duties of Treasurer,  an  Assistant  Treasurer
shall  be  designated by the Chairman of the Board or the  President  to
perform the duties of the Treasurer.  Each Assistant Treasurer shall, if
required  by  the Board of Directors, give the Corporation a  bond  with
such surety or sureties as may be ordered by the Board of Directors, for
the  faithful  performance of the duties of  such  office  and  for  the
restoration   to  the  Corporation,  in  case  of  death,   resignation,
retirement or removal from office, of all books, papers, vouchers, money
and  other property of whatever kind belonging to the Corporation in the
possession or under control of such Assistant Treasurer.

      SECTION  4.10.  ASSISTANT SECRETARIES. - Each Assistant  Secretary
(if  one  or  more Assistant secretaries be elected or appointed)  shall
assist the Secretary and shall perform such other duties as the Board of
Directors  may from time to time prescribe or the Chairman of the  Board
or  the President may from time to time delegate.  At the request of the
Secretary, any Assistant Secretary may perform temporarily the duties of
Secretary  in the case of the Secretary's absence or inability  to  act.
In  the case of the death of the Secretary, or in the case of absence or
inability  to  act without having designated an Assistant  Secretary  to
perform temporarily the duties of Secretary, the Assistant Secretary  to
perform  the duties of the Secretary shall be designated by the Chairman
of the Board or the President.

      SECTION  4.11.   GENERAL COUNSEL. - The General Counsel  shall  be
responsible for the management of the Legal Department in its support of
all other operations of the Corporation including management guidance to
assure  responsible decisions, information for all employees  concerning
the  legal  and judicial environment and recommended changes of  law  as
deemed advisable.  In addition, the General Counsel shall be responsible
for  the coordination of outside counsel activities in all instances  as
well  as  the  prosecution of charges against the Corporation  or  other
judicial  or regulatory activities.  This shall include full information
for  the  management  and  employees of judicial,  regulatory  or  other
administrative  body rulings and their impact on the  Corporation.   The
duties shall include approval of all legal and contractual documents  of
the  Corporation,  prior to their authorization,  and  full  support  to
various  departments  to assist in the development of  these  documents.
The  General Counsel shall perform such other duties as may be  assigned
from  time  to time by the Board of Directors, the Executive  Committee,
the Chairman of the Board or the President.


                           ARTICLE V

           CERTIFICATES FOR SHARES AND THEIR TRANSFER

       SECTION   5.1.   CERTIFICATES  FOR  SHARES.  -  Each  certificate
representing  shares of the Corporation shall state upon  the  face  (a)
that  the Corporation is organized under the laws of the State of  Iowa,
(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 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 a certificate is countersigned  by  a  transfer
agent,  or  registered  by a registrar, the signatures  of  the  persons
signing for such transfer agent or registrar also may be facsimiles.  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 were 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  cancelled  and no new certificate shall be issued until  the  former
certificate for a like number of shares shall have been surrendered  and
cancelled,  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  5.2.   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 2.11 of Article II 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 2.11 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.


                           ARTICLE VI

                    MISCELLANEOUS PROVISIONS

      SECTION  6.1.  INDEMNIFICATION. - The Corporation shall  indemnify
its  directors,  officers,  employees and  agents  to  the  full  extent
permitted by the Iowa Business Corporation Act, as amended from time  to
time.   The Corporation shall purchase and maintain insurance on  behalf
of  any  person who is or was a director, officer, employee or agent  of
the  Corporation, or is or was serving at the request of the Corporation
as  a  director,  officer,  employee, or agent of  another  corporation,
partnership,  joint  venture,  trust, or other  enterprise  against  any
liability  asserted  against and incurred by such  person  in  any  such
capacity or arising out of such person's status as such, whether or  not
the  Corporation would have the power to indemnify such  person  against
such liability under the provisions of this section.

      SECTION  6.2.   FISCAL YEAR. - The fiscal year of the  Corporation
shall be the calendar year.

      SECTION 6.3.  SEAL. - The corporate seal shall be circular in form
and  shall  have inscribed thereon the name of the Corporation  and  the
words "CORPORATE SEAL IOWA".  Said seal may be used by causing it  or  a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

      SECTION 6.4.  CONTRACTS, CHECKS, DRAFTS, LOANS AND DEPOSITS. - 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 Board of Directors may authorize.

      SECTION  6.5.   DIVIDENDS.  - Subject to  the  provisions  of  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  6.6.  WAIVER OF NOTICE. - Whenever any notice is required
to  be given to any shareholder or Director of the Corporation under the
provisions  of these Bylaws or under the provisions of the  Articles  of
Incorporation  or under the provisions of the Iowa Business  Corporation
Act,  a  waiver  thereof  in writing signed by  the  person  or  persons
entitled  to  such  notice,  whether before or  after  the  time  stated
therein, shall be deemed equivalent to the giving of such notice.

      SECTION 6.7.  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 President  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 President, 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
President  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.

     SECTION 6.8.  AMENDMENTS. - These Bylaws may be altered, amended or
repealed and new Bylaws may be adopted by the Board of Directors at  any
regular or special meeting of the Board of Directors.