EXHIBIT 4.12

         OFFICER'S CERTIFICATE AND AUTHENTICATION ORDER

           Pursuant to the Indenture  (For Senior  Unsecured Debt
Securities)   dated  as  of  August 1,   1997  (the  "Indenture")
between   IES Utilities   Inc.  (the  "Company")  and  The  First
National  Bank  of  Chicago,  as  trustee  (the  "Trustee"),  and
resolutions  adopted by the Board of  Directors of the Company on
July 23,  1997,  this Officer's  Certificate  and  Authentication
Order is being  delivered to the Trustee to  establish  the terms
of a series of Securities in accordance  with  Section 301 of the
Indenture,  to  establish  the  form  of the  Securities  of such
series in  accordance  with  Section 201  of the Indenture and to
request the  authentication  and  delivery of the  Securities  of
such series pursuant to Section 303 of the Indenture.

           Capitalized  terms  used but not  defined  herein  and
defined  in the  Indenture  shall  have the  respective  meanings
ascribed to them in the Indenture.

A.    Establishment   of  Series  Pursuant  to  Section 301  of
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Indenture.  There is hereby  established  pursuant to Section 301
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of the  Indenture  a series of  Securities  which  shall have the
following   terms  (the   lettered   clauses   set  forth   below
correspond  to the lettered  subsections  of  Section 301  of the
Indenture):

           (a)  the title of the  series of  Securities  shall be
      "6 5/8% Senior Debentures,  Series A,  Due 2009"  (referred
      to herein as the "Debentures");

           (b)  the  aggregate  principal  amount  of  Debentures
      which  may  be   authenticated   and  delivered  under  the
      Indenture   (except  for   Debentures   authenticated   and
      delivered upon  registration of transfer of, or in exchange
      for,  or  in  lieu  of,   other   Debentures   pursuant  to
      Section 304,  305, 306, 406 or 1206 thereof and, except for
      any Debentures which,  pursuant to Section 3.3 thereof, are
      deemed  never  to have  been  authenticated  and  delivered
      thereunder) shall be limited to $135,000,000;

           (c)  each  installment  of  interest  on  a  Debenture
      shall  be   payable  to  the  Person  in  whose  name  such
      Debenture  is  registered  at the close of  business on the
      Regular Record Date for such  interest,  which shall be the
      January 15 and July 15  (whether or not a Business Day), as
      the case may be, next preceding such Interest  Payment Date
      for  the  Debentures.  Any  installment  of  interest  on a
      Debenture  not  punctually  paid or duly provided for shall
      forthwith  cease  to be  payable  to  the  Holder  on  such
      Regular  Record Date,  and may either be paid to the Person
      in whose name the  Debenture is  registered at the close of
      business  on a Special  Record Date for the payment of such
      Defaulted  Interest  to be  fixed  by the  Trustee,  notice
      whereof  shall be given to the  Holders  of the  Debentures
      not less than 10 days  prior to such  Special  Record Date,
      or be  paid at any  time in any  other  lawful  manner  not
      inconsistent   with  the  requirements  of  any  securities
      exchange  on which the  Debentures  may be  listed,  or any
      book-entry   system  which  may  be   applicable   to  this
      Debenture  and upon such  notice as may be required by such
      exchange  or  system,  all as more  fully  provided  in the
      Indenture;
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           (d)  the  Debentures  shall  mature and the  principal
      thereof  shall  be  due  and  payable  on  August 1,  2009,
      together with all accrued and unpaid  interest  thereon to,
      but not including, such date;

           (e)  the  Debentures  shall  bear  interest  from  the
      date of  original  issuance  (which  is  anticipated  to be
      August 4,  1997) at the rate of 6 5/8%  per  annum  payable
      semi-annually  in arrears on  February 1  and  August 1  of
      each year (each,  an "Interest  Payment  Date")  commencing
      February 1,  1998.  The amount of interest  payable for any
      such  period  will be  computed  on the  basis of a 360-day
      year  of  twelve  30-day  months  and on the  basis  of the
      actual number of days elapsed  within any month in relation
      to the  deemed  30 days  of  such  month.  Interest  on the
      Debentures  will accrue from the date of original  issuance
      but if  interest  has been  paid on such  Debentures,  then
      from the most recent  interest  payment date through  which
      interest  has been  paid.  In the event  that any  Interest
      Payment  Date  is  not a  Business  Day,  then  payment  of
      interest  payable  on such  date  will be made on the  next
      succeeding  day which is a Business  Day (and  without  any
      interest  or  other  payment  in  respect  of such  delay),
      except  that,   if  such   Business  Day  is  in  the  next
      succeeding  calendar  year,  such payment  shall be made on
      the immediately  preceding  Business Day, in each case with
      the  same  force  and  effect  as if made on such  Interest
      Payment Date;

           (f)  the   principal  of  and  each   installment   of
      interest on each  Debenture  that is not a global  Security
      shall  be  payable,   and   registration  of  transfer  and
      exchanges  of  such  Debentures  may  be  effected,  at the
      office or agency  of the  Company  in The City of New York.
      Payment of  principal  of and  interest  on each  Debenture
      represented  by a  global  Security  shall  be  made to The
      Depository  Trust  Company ("DTC")  or its nominee,  as the
      case may be,  as the  sole  registered  owner  and the sole
      Holder  of  the  Securities  represented  thereby  for  all
      purposes  under the  Indenture.  Notices  and demands to or
      upon the Company  with  respect to the  Debentures  and the
      Indenture  may be served at the  Corporate  Trust Office of
      the  Trustee  or at  the  Company  at  the  address  of its
      principal  office  specified in the Indenture.  The Trustee
      will  initially  be  the  Paying  Agent  and  the  Security
      Registrar for the Debentures;

           (h)  there   are  no   sinking   fund   or   mandatory
      redemption  provisions  applicable to the  Debentures,  and
      the  Company  will  not be  subject  to any  obligation  to
      redeem or  repurchase  the  Debentures  at the  option of a
      Holder;

           (i)  the    Debentures    shall   be    issuable    in
      denominations of $1,000 and any integral multiple thereof;

           (o)  so long as any  Debentures are  Outstanding,  the
      failure of the Company to pay  interest  on any  Debentures
      within  sixty (60)  days  after  the same  becomes  due and
      payable shall constitute an Event of Default;

           (r)  the  Debentures  will  be  originally  issued  in
      global  form  registered  in the name of DTC or its nominee
      and will,  unless and until the Debentures are exchanged in
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      whole or in part for certificated  Debentures registered in
      the names of various  beneficial  holders thereof,  contain
      restrictions  on  transfer,  substantially  as described in
      the form of  Debentures,  hereto  attached as Exhibit A.  A
      global  Debenture  shall be exchangeable  for  certificated
      Debentures  registered  in the names of persons  other than
      DTC or its  nominee  only if (i) DTC  notifies  the Company
      that it is  unwilling or unable to continue as a depositary
      for such global Security and no successor  depositary shall
      have  been  appointed,  or at any time DTC  ceases  to be a
      clearing agency  registered  under the Securities  Exchange
      Act of  1934,  at a time  when  DTC  is  required  to be so
      registered to act as such  depositary,  (ii) the Company in
      its sole discretion  determines that such global  Debenture
      shall  be  so  exchangeable   or  (iii) there   shall  have
      occurred  and  be  continuing  an  Event  of  Default  with
      respect to the  Debentures.  Any global  Debenture  that is
      exchangeable  pursuant to the preceding  sentence  shall be
      exchangeable  for  certificated  Debentures  registered  in
      such names as DTC shall direct;

           (v)  the  Debentures  shall have such other  terms and
      provisions  as  are  provided  in the  form  set  forth  in
      Exhibit A hereto.

B.    Establishment  of  Form  of  Debt  Security  Pursuant  to
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Section 201 of Indenture.  It is hereby  established  pursuant to
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Section 201  of  the  Indenture  that  the  Debentures  shall  be
substantially in the form attached as Exhibit A hereto.

C.    Order  for  the   Authentication  and  Delivery  of  Debt
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Securities  Pursuant  to  Section 303  of  the  Indenture.  It is
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hereby ordered  pursuant to  Section 303  of the Indenture,  that
the  Trustee   authenticate,   in  the  manner  provided  by  the
Indenture,  one  Debenture in the aggregate  principal  amount of
$135,000,000   registered  in  the  name  of  Cede &  Co.,  which
Debenture  has  been  heretofore  duly  executed  by  the  proper
officers of the Company and  delivered  to you as provided in the
Indenture,  and to deliver  said  authenticated  Debenture  to or
upon the order of Chase  Securities Inc., as  representative,  on
August 4, 1997.

           The  undersigned  has read the  pertinent  sections of
the  Indenture  including  the  related   definitions   contained
therein.  The undersigned  has examined the  resolutions  adopted
by the Board of  Directors  of the Company on July 23,  1997.  In
the opinion of the  undersigned,  the  undersigned  has made such
examination  or  investigation  as is  necessary  to  enable  the
undersigned  to express an informed  opinion as to whether or not
the  conditions  precedent to the  establishment  of (i) a series
of   Securities,   (ii) the   forms   of  such   Securities   and
(iii) authentication  of such series of Securities,  contained in
the  Indenture  have been  complied  with.  In the opinion of the
undersigned, such conditions have been complied with.

                            * * * * *

           IN WITNESS  WHEREOF,  I have  hereunto set my hand and
affixed the seal of the Company this 4th day of August, 1997.



                                  ____________________________________
                                  Name:   Larry D. Root
                                  Title:  President & Chief Operating Officer