BYLAWS AS AMENDED                      EXHIBIT 3(b)
                               OF
                       IES UTILITIES INC.
               (Amended Through February 6, 1996)


                           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  re
quire.   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 three o'clock in the afternoon unless  such
day  is  a holiday, in which event the annual meeting will  be
held at such time on the next succeeding business day.

      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  en
titled  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  provi
sion,  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
twelve.  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  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 reelection  to  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  ad
dressed,  with  postage prepaid.  If notice be given  by  tele
gram,  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  busi
ness  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  meet
ing.

      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  Direc
tor  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.
Notwithstanding the foregoing, during the Five Year Period (as
such  term  is  defined in the Agreement and  Plan  of  Merger
between  IE  Industries  Inc. and  Iowa  Southern  Inc.  dated
February  27, 1991), if any of the Company Directors (as  such
term is defined in the Agreement and Plan of Merger between IE
Industries  Inc.  and Iowa Southern Inc.  dated  February  27,
1991) are removed, resign or cease to serve, unless a majority
of  the  remaining Company Directors elects not to  fill  such
vacancy  or vacancies, then the vacancy or vacancies resulting
therefrom will be filled by a person selected by the Board  of
Directors; provided that such person is acceptable to at least
three of the remaining Company Directors as evidenced by  such
Company  Directors'  votes or written  consents  therefor.   A
Director so elected shall be elected for the unexpired term of
the   vacant  directorship  or  the  full  term  of  such  new
directorship.   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 compen
sation  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  in
crease  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 Execu
tive  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, the President, 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  meet
ing.   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  Commit
tee.  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, and if the Chairman  is
absent,  the President shall act as such Chairman.  The  Secre
tary of the Corporation shall act as Secretary of the meeting.
In  case  of  the  absence from any meeting of  the  Executive
Committee  of the Chairman of the Board and the President,  or
the  Secretary  of  the Corporation, the  Executive  Committee
shall appoint a chairman or secretary, as the case may be,  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  conve
nient.   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  ap
pointment  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  and  Chief
Operating  Officer of the Corporation, 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 have
general  supervision of and be accountable for the control  of
the  Corporation's business affairs, properties and management
subject, however, to the control of the Board of Directors and
the  Executive Committee.  The Chairman of the Board shall see
that  all resolutions and orders of the Board of Directors  or
Executive Committee are carried into effect and shall exercise
such  other  powers and perform such other duties  as  may  be
delegated   by  the  Board  of  Directors  and  the  Executive
Committee.

     SECTION 4.5.  PRESIDENT. -  The President shall have such
powers  and perform such duties as the Chairman of the  Board,
the  Board  of Directors or the Executive Committee  may  from
time to time prescribe or delegate.

     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  Presi
dent 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  obliga
tions 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  resto
ration  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 in  posses
sion 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  share
holders.   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  Corpora
tion  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 commit
ted  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  inter
est  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  share
holders  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,  assign
ee, 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  direc
tor,  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  provi
sions 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  circu
lar  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  im
pressed 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 deposito
ries 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  condu
cive 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.