EXHIBIT 99

      IES Utilities Inc. (Utilities) is a wholly-owned subsidiary
of  IES  Industries Inc. (IES).  Substantially all of  the
information  required  for Utilities with respect  to  Form  10-K
Items  11, 12 and 13 is included in IES' definitive  proxy
statement   prepared  for  the  1996  annual   meeting   of   the
shareholders, which will be filed within 120 days of December 31,
1995.   Included hereto are drafts of the applicable sections  from
the IES' definitive proxy statement.

                 ELECTION OF IES DIRECTORS

      Nine  directors will be elected by the IES shareholders  at
the  IES Meeting to serve until the next annual meeting or  until
their respective successors have been duly elected and qualified.
All  nine  of  the  nominees  have  previously  been  elected  as
directors by the shareholders.

      In the event that any nominee should become unavailable for
election,  which is not now contemplated, the IES Board  reserves
discretionary  authority  to  designate  a  substitute   nominee.
Proxies  will be voted for the election of such other nominee  or
nominees as may be so designated by the IES Board.
                                
               Nominees For Election As Directors

                                                       Year First
               Name and Age                            Elected a
                                                       Director

               C.R.S. ANDERSON, 68                    1978         
                                                      
Insert Picture #1
                          Mr. Anderson is the retired Chairman of
               the  Board  of IES after serving in that  position
               following  the  merger of IE Industries  Inc.  and
               Iowa  Southern  Inc.   Prior to  the  merger,  Mr.
               Anderson  was  Chairman  and  President  of   Iowa
               Southern Inc., and had served in various positions
               at Iowa Southern Utilities Company since 1956.  He
               is a past chairman of the Missouri Valley Electric
               Association  and the Iowa Association of  Business
               and  Industry; and a former director of  IMG  Bond
               Accumulation  Fund,  IMG Stock Accumulation  Fund,
               Midwest  Gas  Association and  the  Iowa  Business
               Development Credit Corporation.  Mr. Anderson  has
               been  a  director of IES since 1991 and was  first
               elected  to  the  Iowa Southern Utilities  Company
               board  in  1978.   Mr.  Anderson  serves  on   the
               Executive   Committee   and   chairs   the   Audit
               Committee.

               J. WAYNE BEVIS, 61                         1987
               
Insert Picture #2
                          Mr.  Bevis  is Vice Chairman  of  Pella
               Corporation,   a  window  and  door  manufacturing
               company  in  Pella, Iowa.  Mr.  Bevis  retired  on
               December  31, 1995 as Chief Executive  Officer  of
               Pella  Corporation.   He  has  served  in  various
               positions  at Pella Corporation since  1973.   Mr.
               Bevis  is  Chairman  of several Pella  Corporation
               subsidiaries  and a member of the Policy  Advisory
               Board  of  the Joint Center of Housing Studies  of
               Harvard  University  and the  University  of  Iowa
               College  of Business Board of Visitors.  He  is  a
               member  and  past  chairman of the  Iowa  Business
               Council.   Mr.  Bevis has been a director  of  IES
               since  1991  and  was  first  elected  to  the  IE
               Industries  Inc. board in 1987.  Mr. Bevis  serves
               on the Audit Committee.

               LEE LIU, 62                            1981    
               
Insert Picture #3
                          Mr.  Liu  is  Chairman  of  the  Board,
               President & Chief Executive Officer of IES and  is
               Chairman of the Board, President & Chief Executive
               Officer  of Utilities.  Mr. Liu has held a  number
               of    professional,   management   and   executive
               positions  since joining Iowa Electric  Light  and
               Power  Company in 1957.  He is a director of:  HON
               Industries  Inc., an office equipment manufacturer
               in  Muscatine, Iowa; Principal Financial Group, an
               insurance   company  in  Des  Moines,  Iowa;   and
               Eastman  Chemical Company, a diversified  chemical
               company  in Kingsport, Tennessee.  He also  serves
               as  a trustee for Mercy Medical Center, a hospital
               in  Cedar Rapids, Iowa and is a member of the Iowa
               Business Council, the Iowa Utility Association and
               the  University of Iowa College of Business  Board
               of  Visitors.  Mr. Liu has been a director of  IES
               since  1991 and was first elected to the board  of
               Iowa Electric Light and Power Company in 1981. Mr.
               Liu  chairs the Executive Committee and serves  on
               the Nominating Committee.

               JACK R. NEWMAN, 62                        1994
               
Insert Picture #4
                         Mr. Newman has been a Partner of Morgan,
               Lewis  & Bockius, an international law firm  based
               in   Washington,  D.C.,  specializing  in   energy
               matters  since December 1, 1994.  Mr.  Newman  has
               been  engaged in private practice since  1967  and
               was previously a partner in the law firms Newman &
               Holtzinger and Newman, Bouknight & Edgar.  He  has
               served as nuclear legal counsel to IES since 1968.
               Prior to 1967, Mr. Newman served as Secretary  and
               General  Counsel  of  the  Nuclear  Materials  and
               Equipment Corporation and as Staff Counsel to  the
               Joint  Congressional Committee on  Atomic  Energy.
               He  advises  a  number  of  utility  companies  on
               nuclear power matters, including many European and
               Asian  companies.  Mr. Newman is a member  of  the
               Bar  of the State of New York, the Bar Association
               of  the  District of Columbia, the Association  of
               the  Bar of the City of New York, the Federal  Bar
               Association  and  the  Lawyers  Committee  of  the
               Edison Electric Institute.  He was first appointed
               to  the  board of IES in August 1994.  Mr.  Newman
               serves on the Compensation Committee.

               ROBERT D. RAY, 67                          1987 
               
Insert Picture #5
                         Mr. Ray is President and Chief Executive
               Officer  of  IASD Health Services  Inc.  (formerly
               Blue  Cross and Blue Shield of Iowa, Western  Iowa
               and  South Dakota) ("IASD"), an insurance firm  in
               Des  Moines,  Iowa.  From 1983 until 1989  he  was
               President  and  Chief Executive  Officer  of  Life
               Investors,  Inc.,  an  insurance  firm  in   Cedar
               Rapids, Iowa.  Mr. Ray served as Governor  of  the
               State  of  Iowa for fourteen years,  and  was  the
               United  States Delegate to the United  Nations  in
               1984.  He is a director of the Maytag Company,  an
               appliance  manufacturer  in  Newton,  Iowa  and  a
               director  of  Norwest Bank of Iowa in Des  Moines,
               Iowa.   He also serves as Chairman of the National
               Leadership  Commission on Health Care  Reform  and
               the  National  Advisory Committee on Rural  Health
               Care.   Mr.  Ray  is  a member  of  the  Board  of
               Governors Drake University, Des Moines, Iowa,  and
               the Iowa Business Council.  He has been a director
               of  IES since 1991 and was first elected to the IE
               Industries Inc. board in 1987.  Mr. Ray serves  on
               the Audit and Nominating Committees.

               DAVID Q. REED, 64                      1967       
               
Insert Picture #6
                          Mr. Reed is an independent practitioner
               of  law  in Kansas City, Missouri.  Mr.  Reed  has
               been  engaged in the private practice of law since
               1960.   From  1972  until 1988, he  was  a  senior
               member of the firm of Kodas, Reed & McFadden, P.C.
               in Kansas City, Missouri.  Mr. Reed is a member of
               the  American Bar Association, the Association  of
               Trial Lawyers of America, the Missouri Association
               of  Trial  Attorneys,  the Missouri  Bar  and  the
               Kansas  City  Metropolitan  Bar  Association.   He
               served in the Missouri General Assembly from  1972
               until  1974.  Mr. Reed has been a director of  IES
               since  1991  and  was first elected  to  the  Iowa
               Electric  Light and Power Company board  in  1967.
               Mr.  Reed  serves on the Executive  Committee  and
               chairs the Nominating Committee.

               HENRY ROYER, 64                              1984

Insert Picture #7
                          Mr.  Royer has been President and Chief
               Executive   Officer   of  River   City   Bank   in
               Sacramento,  California  since  August  1994.   He
               served  as Chairman of the Board and President  of
               Firstar Bank of Cedar Rapids, N.A. from 1983 until
               1994.   Mr. Royer is a director of CRST,  Inc.,  a
               trucking  company in Cedar Rapids,  Iowa  and  has
               served   on   numerous  Cedar   Rapids   community
               organization  boards.  He has been a  director  of
               IES  since 1991 and was first elected to the board
               of  Iowa Electric Light and Power Company in 1984.
               Mr.  Royer  serves on the Executive Committee  and
               chairs the Compensation Committee.

               ROBERT W. SCHLUTZ, 60                        1989

Insert Picture #8
                          Mr.  Schlutz  is President  of  Schlutz
               Enterprises,  a diversified farming and  retailing
               business  in  Columbus Junction, Iowa.   He  is  a
               director of Agri-Nutritional Group Inc., an animal
               health  business, in St. Louis, Missouri  and  the
               Iowa Foundation for Agricultural Advancement.  Mr.
               Schlutz  is  a  President of the Iowa  State  Fair
               Board   and   a   member  of   various   community
               organizations.  He  also served  on  the  National
               Advisory  Council for the Kentucky  Fried  Chicken
               Corporation.   He  is  a  past  chairman  of   the
               Environmental Protection Commission for the  State
               of  Iowa.  Mr. Schlutz has been a director of  IES
               since  1991  and  was first elected  to  the  Iowa
               Southern  Inc. board in 1989.  Mr. Schlutz  serves
               on the Audit Committee.

               ANTHONY R. WEILER, 59                        1979

Insert Picture #9
                          Mr.  Weiler  is Senior Vice  President,
               Merchandising,   for  Heilig-Meyers   Company,   a
               national  furniture retailer with  more  than  750
               stores  headquartered in Richmond, Virginia.   Mr.
               Weiler was previously Chairman and Chief Executive
               Officer   of  Chittenden  &  Eastman  Company,   a
               national manufacturer of mattresses in Burlington,
               Iowa.   He was with Chittenden & Eastman from 1960
               until 1995, and held various management positions.
               Mr.  Weiler  is  Chairman  of  the  National  Home
               Furnishings  Association and  a  director  of  the
               Retail  Home  Furnishings  Foundation.   He  is  a
               trustee  of NHFA Insurance and a past director  of
               the  Burlington Area Development Corporation,  the
               Burlington  Area Chamber of Commerce  and  various
               community  organizations.  Mr. Weiler has  been  a
               director  of IES since 1991 and was first  elected
               to  the  Iowa Southern Utilities Company board  in
               1979.    Mr.   Weiler  serves  on  the  Nominating
               Committee.

Except  as  otherwise noted, all nominees have  served  in  their
current  positions for five years or more as of the date of  this
proxy.   All  other information is as of January  1,  1996.   All
nominees are also the current directors of Utilities.
                  ____________________________
                                
    THE IES BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL
                            NOMINEES.

            SECURITY OWNERSHIP OF BENEFICIAL OWNERS

      Set  forth  below is certain information  with  respect  to
beneficial ownership of the IES Common Stock by each person known
by  IES to own 5% or more of the outstanding IES Common Stock  as
of February 1, 1996:

  Name of Beneficial      Amount and Nature of   Percent
         Owner            Beneficial Ownership     of
                                  (1)            Class(1)
                                                    
                                                        
WPLH                                  5,861,115    16.6%
IPC                                   5,861,115    16.6%


(1)By  reason  of the Stock Option Agreements, each of  WPLH  and
   IPC  may  be deemed to have sole voting and dispositive  power
   with  respect to the shares listed above which are subject  to
   their  respective Options from IES and, accordingly,  each  of
   WPLH  and  IPC may be deemed to beneficially own all  of  such
   shares  (assuming exercise of its Option and the nontriggering
   of  the  other  party's right to exercise its Option  for  IES
   Common  Stock).   However,  each of  WPLH  and  IPC  expressly
   disclaim  any beneficial ownership of such shares because  the
   Options  are  exercisable only in certain circumstances.   See
   "The Stock Option Agreements."

                SECURITY OWNERSHIP OF MANAGEMENT

    Set  forth  below  is  certain information  with  respect  to
beneficial  ownership of the IES Common Stock as of  February  1,
1996  by  each current director and nominee for director, certain
Executive  Officers  and by all directors  and  listed  Executive
Officers of IES as a group:

Name of Beneficial Owner   Amount and Nature of   Percent
                           Beneficial Ownership     of
                                   (1)            Class 
                                                 
                                                        
C.R.S. Anderson                            19,000   .06%
J. Wayne Bevis                                500    (2)
Dr. George Daly                             3,000   .01%
Blake O. Fisher, Jr.                       16,165   .05%
John F. Franz, Jr.                         12,775   .04%
James E. Hoffman                                0    (2)
G. Sharp Lannom, IV                           480    (2)
Lee Liu                                    38,262   .13%
Rene H. Males                               8,980   .03%
Jack R. Newman                                  0    (2)
Robert D. Ray                               1,500    (2)
David Q. Reed                               4,002   .01%
Larry D. Root                              17,287   .06%
Henry Royer                                 1,825    (2)
Robert W. Schlutz                           1,385    (2)
Anthony R. Weiler                           2,251    (2)
                                                        
   All   listed   Executive               127,412   .43%
Officers  and  directors
of  IES and Utilities as
a group (16 persons)


(1)Includes  ownership  of  shares  by  family  members  even
   though   beneficial  ownership  of  such  shares  may   be
   disclaimed.

(2)Less than .01% of the Class (IES Common Stock).

                       OTHER TRANSACTIONS

    IES  has  a  contract  with IASD for  administration  of  its
employee  health insurance plan, as it has for many prior  years.
In  1995, IES paid $291,285 to IASD.  Beginning in 1995, IES also
contracted  with IASD for administration of its dental  insurance
plan  and paid $63,925 to IASD for those services.  As previously
stated, Mr. Ray is President and Chief Executive Officer of IASD.

          FUNCTIONING OF THE IES BOARD AND COMMITTEES

    IES's Board has an Executive Committee, an Audit Committee, a
Nominating Committee and a Compensation Committee.

    Current  members  of  the Executive Committee  are  Lee  Liu,
Chairman,  C.R.S. Anderson, David Q. Reed and Henry  Royer.   The
current  members  served  on  this Committee  during  1995.   The
Committee met three times during 1995.  It is empowered with  all
of  the  authority  vested in the IES Board, subject  to  certain
limitations, and may act when the IES Board is not in session.

    Current  members of the Audit Committee are C.R.S.  Anderson,
Chairman,  J. Wayne Bevis, Robert D. Ray and Robert  W.  Schlutz.
The  current members served on this Committee during  1995.   The
Committee met twice during 1995.  The principal functions of  the
Committee   are  to  review  IES's  internal  audit   activities,
including reviews of the internal control procedures; to  oversee
the  corporate compliance process; to recommend to the IES  Board
an  independent public accounting firm to be IES's auditors;  and
to  approve the audit arrangements and audit results.   Both  the
internal  and  independent auditors have direct  and  independent
access to the Audit Committee.

   Current members of the Nominating Committee are David Q. Reed,
Chairman,  Lee  Liu, Robert D. Ray and Anthony  R.  Weiler.   The
current  members  served  on  this Committee  during  1995.   The
Committee  met twice during 1995.  Its principal function  is  to
review  and recommend to the IES Board nominees to serve  on  the
IES  Board  and  its  committees.   While  there  are  no  formal
procedures,  the  Committee considers  nominees  brought  to  its
attention  by  other  members  of  the  IES  Board,  members   of
management and shareholders.

   Current members of the Compensation Committee are Henry Royer,
Chairman,  Dr.  George  Daly, G. Sharp Lannom,  IV  and  Jack  R.
Newman. The current members served on this Committee during 1995.
The   Committee  met  five  times  during  1995.   The  principal
functions of the Committee are to review and make recommendations
to  the  IES  Board  on the salaries and other  compensation  and
benefits of the elected officers of IES and its subsidiaries, and
to  review and administer incentive compensation or similar plans
for officers and other key employees of IES and its subsidiaries.
The  report  of the Compensation Committee is included  later  in
this Joint Proxy Statement/Prospectus.

    IES's Board met ten times in 1995.  The various committees of
the Board met an aggregate of twelve times.  All of the directors
attended 75% or more of these meetings.

                   COMPENSATION OF DIRECTORS

   Non-employee directors of IES receive fees of $12,000 per year
plus  $700 per meeting attended.  Non-employee directors  receive
$700  per Committee meeting attended.  If a Committee meeting  is
the  same day as a meeting of the IES Board as a whole  or  if  a
Committee  meeting is by telephone conference, each participating
non-employee  director  receives  $350,  one-half   the   regular
Committee  meeting  fee.   In  addition,  non-employee  directors
serving  as  chairman of a Committee receive  an  annual  fee  of
$1,500  for  serving in such capacity.  In 1993,  the  IES  Board
decided  that  directors who are officers would  not  receive  an
annual  fee  or  any  fees for attendance at  Board  meetings  or
meetings  of  Committees of which they are  members.   Robert  F.
Brewer  and Dr. Salomon Levy, who served as directors  until  May
17, 1994, served as emeritus directors of IES until May 16, 1995.
Mr. Brewer received $1,400 in meeting fees in 1995 as an emeritus
director.

    Under the Director Retirement Plan, IES provides a retirement
or  death  benefit  to  directors, including  directors  who  are
employees  of  IES,  in  an amount equal to  80%  of  the  annual
directors  fee.   Such  amount is payable  annually,  based  upon
length  of  service, to directors who have served at  least  four
years,  with a maximum payment period of eight years.  Mr. Brewer
and  Dr. Levy each received payments of $8,000 under the Director
Retirement Plan in 1995.

     S.   Levy,   Incorporated,  an  engineering  and  management
consulting  firm  of which Dr. Salomon Levy, a director  emeritus
until  May  16, 1995, is Chairman, performed consulting  services
for  Utilities in 1995 for which it was paid $125,554.   Dr. Levy
has  retired  as Chief Executive Officer of S. Levy, Incorporated
and  does  not  participate in the day to day management  of  the
company.   Utilities  has  a  service  contract  with  S.   Levy,
Incorporated  pursuant to which it supplied  these  services  and
under  which it will provide services in 1996.  Dr. Salomon  Levy
was appointed as the Nuclear Advisor to the Board of Directors on
May  17,  1994 and received $5,771 for his services  in  1995  as
Nuclear  Advisor.   Dr.  Levy also serves on  the  IES  Utilities
Nuclear Safety Committee.

   Director Jack R. Newman has served as nuclear legal counsel to
IES  since 1968.  Mr. Newman's firm, Morgan, Lewis & Bockius, was
paid $453,002 for legal services provided to IES in 1995.

    IES  makes  available to members of the Board of Directors  a
business  travel accident insurance policy at an annual  cost  to
IES of $10 per director.  No director received any payments under
such policy in 1995.


                     EXECUTIVE COMPENSATION

    The  following  table  shows, for  the  fiscal  years  ending
December 31, 1993-1995, the cash compensation paid by IES and its
subsidiaries  as  well  as  certain other  compensation  paid  or
accrued  for those years, to the Chief Executive Officer  and  to
each  of  the four most highly compensated Executive Officers  of
IES and its subsidiaries and to Rene H. Males who would have been
among  the four most highly compensated executive officers if  he
was employed by IES on December 31, 1995:

                        SUMMARY COMPENSATION TABLE

                    Annual Compensation              Long-Term      
                                                     Compensation
Name and         Year   Salary      Bonus     Other   Restricted   All Other
Principal                           (3)       (4)     Stock       Compensation
Position(1)                                           Awards(5)       (6)
                                                                        
Lee Liu          1995   $340,000    $142,800  $1,588       *       $ 13,507
Chairman of the  1994    324,375     161,798   1,114   298,127       13,604
Board,           1993    307,450(2)  157,500   1,625   237,341       10,571
President &                  
Chief Executive             
Officer                     
                                                                        
Blake O.         1995   241,861       76,440     160       -          6,945
Fisher, Jr.      1994   210,060       88,800     160    88,894        7,138
Executive Vice   1993   212,475(2)    81,974     720    74,049        4,392
President &                 
Chief Financial
Officer                               
                                                                        
James E.         1995    89,583      206,500  51,523       *            324
Hoffman                              
Executive Vice
President
                                                                        
Larry D. Root    1995   220,822(2)    62,606     566       -        208,038
Executive Vice   1994   197,765       70,935     483    83,690        7,820
President        1993   200,694(2)    77,176   2,168    69,724        5,948
                                                             
John F. Franz,   1995   144,050       25,213     418       *          4,893
Jr.              1994   127,379       30,062      57   257,473        1,863
Vice President   1993   114,425       32,577     171    28,634        1,035
                           
Rene H. Males    1995   141,624(2)    38,084     780       -        358,244
Executive Vice   1994   162,750       57,534   1,761       -          4,910
President        1993   179,024(2)    65,100     404       -         25,817
                        
____________________
*    The  grants  of  restricted stock pursuant to the  long-term
     incentive  plan  for  the  1995  plan  year  have  not  been
     determined   as   of   the  date   of   this   Joint   Proxy
     Statement/Prospectus.   See  footnote  (5)   below   for   a
     discussion of restricted stock awards.

(1)  Messrs.  Hoffman, Males and Franz are not officers  of  IES,
     but  are  officers  of  Utilities.   Mr.  Hoffman  commenced
     employment  with Utilities effective August  1,  1995.   Mr.
     Fisher  resigned his employment with IES effective  February
     21,  1996.   Mr. Root retired effective December  31,  1995.
     Mr. Males retired effective September 30, 1995.

(2)  The  amounts reported as salary include director's fees  and
     payments in lieu of director's fees for each of Messrs. Liu,
     Fisher,  Root  and  Males, of $11,200 in 1993,  and  accrued
     vacation  pay  for  Mr. Root of $20,162  and  Mr.  Males  of
     $19,561 in 1995.

(3)  The  amounts  listed represent plan year awards pursuant  to
     the  Management  Incentive Compensation Plan,  IES's  annual
     incentive  plan,  with cash payment made in  the  subsequent
     calendar year.  The amount reported as bonus for Mr. Hoffman
     includes  a  one-time payment of $185,000 when he  commenced
     employment with Utilities.

(4)  The   1995   amounts  shown  as  Other  Annual  compensation
     represent  the  earnings  for  the  Key  Employee   Deferred
     Compensation  Plan  in  excess of  120%  of  the  applicable
     federal long-term rate provided under Section 1274(d) of the
     Code.  Also included are relocation and moving expenses  for
     Mr. Hoffman in the amount of $51,523.

(5)  The  awards of restricted stock have been made on  June  1st
     since 1988, with one-third of the award being restricted for
     one  year, one-third being restricted for two years and one-
     third  being  restricted for three years.  In  addition,  in
     June  1993 Mr. Liu received a grant of 4,000 shares, in June
     1994  Mr.  Liu  received  a grant of  3,000  shares  and  in
     December 1995 Mr. Liu received a grant of 4,000 shares,  all
     of  which will vest at retirement.  In June 1995, Mr.  Franz
     received  a  grant  of 10,000 shares.  The  restrictions  on
     1,000  shares  will lapse each year beginning in  June  1996
     with the restrictions on the remainder lapsing at retirement
     but  not  prior  to Mr. Franz  becoming age 60.   Restricted
     stock   is  considered  outstanding  upon  award  date   and
     dividends are paid to the eligible officers on these  shares
     while  restricted.   The amounts shown in  the  table  above
     represent  the value of the awards based upon closing  price
     of IES Common Stock on the award date.  The award date is in
     the  calendar year following the plan year.  Messrs.  Fisher
     and  Root will not receive any awards in 1996 since they are
     no  longer IES employees.  At December 31, 1995, the  listed
     officers had restricted stock for which restrictions had not
     lapsed  (based upon the December 29, 1995 closing  price  of
     IES Common Stock) as follows:

                         Shares    Value
Lee Liu                   27,761  $735,667
Blake O. Fisher, Jr.       6,084   161,226
James E. Hoffman              -         -
Larry D. Root              5,700   151,050
John F. Franz, Jr.        12,160   322,240
Rene H. Males                 -         -


     No  stock  options nor stock appreciation rights  have  been
     awarded to the Executive Officers listed above.

(6)  Amounts shown for 1995 represent: (a) contributions  by  IES
     to  the  applicable employee savings plan in  the  following
     amounts:  Mr. Liu - $4,648, Mr. Fisher - $4,436, Mr. Root  -
     $4,210,  Mr.  Franz - $2,730  and Mr. Males  -  $3,063;  (b)
     amount  included in W-2 earnings for life insurance coverage
     in  excess of $50,000 in the following amounts:  Mr.  Liu  -
     $8,859, Mr. Fisher - $2,509,  Mr. Hoffman - $324, Mr. Root -
     $3,168,   Mr.  Franz - $2,163 and Mr. Males  -  $3,286;  (c)
     severance  pay to be paid in 1996 in the following  amounts:
     Mr.  Root  -  $200,660  and Mr. Males -  $332,180;  and  (d)
     supplemental retirement pay of $19,715 for Mr. Males.

                           IES PLANS

       IES Pension Plans:  IES, Utilities and the Cedar Rapids
and Iowa City Railway Company have non-contributory retirement
plans  covering  employees  who have  at  least  one  year  of
accredited  service.  Directors who are not  officers  do  not
participate in the plans.  Maximum annual benefits payable  at
age 65 to participants who retire at age 65, calculated on the
basis  of  straight  life  annuity,  are  illustrated  in  the
following table:

                         PENSION PLAN TABLE

Average of Highest   Estimated Maximum Annual Retirement Benefits Based
Annual Salary        on Service Years
(Remuneration)   
for 3 Consecutive
Years of the last
10               
                      15       20        25       30        35
                                                                 
          125,000    27,119   36,158    45,198   54,237    63,277
          150,000    32,931   43,908    54,885   65,862    76,839
          175,000    36,941   49,460    61,980   74,499    87,018
          200,000    41,816   56,210    70,605   84,999    99,393
          225,000    46,691   62,960    79,230   95,499   111,768
          250,000    47,466   64,033    80,600   97,168   113,735
          300,000    47,466   64,033    80,600   97,168   113,735
          400,000    47,466   64,033    80,600   97,168   113,735
          450,000    47,466   64,033    80,600   97,168   113,735
          500,000    47,466   64,033    80,600   97,168   113,735

    For 1995, $120,000 is the maximum benefits allowable under
the retirement plans prescribed by Section 415 of the Code.

     With  respect  to  the  officers  named  in  the  Summary
Compensation  Table,  the  remuneration  for  retirement  plan
purposes  would  be substantially the same as  that  shown  as
"Salary." As of December 31, 1995, the officers had accredited
years of service for the retirement plan as follows: Lee  Liu,
38  years; Blake O. Fisher, Jr., 5 years; James E. Hoffman,  0
years;  Larry  D. Root, 25 years; and John F.  Franz,  Jr.,  4
years.

    Supplemental  Retirement Plans: IES  has  a  non-qualified
Supplemental Retirement Plan for eligible officers of IES  and
Utilities,  including Messrs. Hoffman  and  Franz.   The  plan
provides for payment of supplemental retirement benefits equal
to  69% of the officer's base salary in effect at the date  of
retirement, reduced by benefits receivable under the qualified
retirement plan, for a period not to exceed 18 years following
the  date  of  retirement.  In the event of the death  of  the
officer following retirement, similar payments reduced by  the
joint  and  survivor annuity of the qualified retirement  plan
will  be made to his designated beneficiary (surviving  spouse
or  dependent children), if any, for a period not to exceed 12
years from the date of the officer's retirement.  Thus, if  an
officer  died  12 years after retirement, no  payment  to  the
beneficiary would be made.  Death benefits are provided on the
same  basis  to a designated beneficiary for a period  not  to
exceed 12 years from the date of death should the officer  die
prior to retirement.  The Supplemental Retirement Plan further
provides that if, at the time of the death of an officer,  the
officer  is entitled to receive, is receiving, or has received
supplemental  retirement benefits by virtue  of  having  taken
retirement,  a  death benefit shall be paid to  the  officer's
designated beneficiary or to the officer's estate in an amount
equal to 100% of the officer's annual salary in effect at  the
date  of  retirement.  Under certain circumstances, an officer
who  takes  early  retirement  will  be  entitled  to  reduced
benefits   under  the  Supplemental  Retirement   Plan.    The
Supplemental Retirement Plan also provides for benefits in the
event  an  officer  becomes disabled under the  terms  of  the
qualified  retirement plan.  IES has purchased life  insurance
on   the   participants  sufficient  in  amount   to   finance
actuarially   all   of  its  future  liabilities   under   the
Supplemental  Retirement  Plan  and  IES  is  the  owner   and
beneficiary  of  all  such life insurance.   The  Supplemental
Retirement  Plan has been designed so that if the  assumptions
made  as  to  mortality,  experience,  policy  dividends,  tax
credits and other factors are realized, IES will fully recover
all  of its premium payments over the life of the Supplemental
Retirement Plan.

    The  following  table shows the estimated annual  benefits
payable under the Supplemental Retirement Plan equal to 69% of
the officer's base salary in effect at the date of retirement:

                      IES Industries Inc.
             Supplemental Retirement Plan Payments
                        69% SRP Benefit
                               
Final                      Service Years
Annual
Salary         15           20         25         30         35
                                                       
  125,000     59,131     50,092     41,052     32,013     22,973
  150,000     70,569     59,592     48,615     37,638     26,661
  175,000     83,809     71,290     58,770     46,251     33,732
  200,000     96,184     81,790     67,395     53,001     38,607
  225,000    108,559     92,290     76,020     59,751     43,482
  250,000    125,034    108,467     91,900     75,332     58,765
  300,000    159,534    142,967    126,400    109,832     93,265
  400,000    228,534    211,967    195,400    178,832    162,265
  450,000    263,034    246,467    229,900    213,332    196,765
  500,000    297,534    280,967    264,400    247,832    231,265
                               
     Mr.  Liu  has  elected  to  continue  under  supplemental
retirement agreements previously provided to him by  IES  with
provisions  for  payment  of benefits  equal  to  75%  of  the
officer's  base  salary, for a period not to exceed  15  years
following the date of retirement, and payment to the surviving
spouse  or  dependent children for a period not to  exceed  10
years following the date of retirement.

    The  following  table shows the estimated annual  benefits
payable under the Supplemental Retirement Plan equal to 75% of
the officer's base salary in effect at the date of retirement:

                      IES Industries Inc.
             Supplemental Retirement Plan Payments
                        75% SRP Benefit
                               
Final                      Service Years
Annual
Salary         15           20         25         30         35
                                                       
  125,000     66,631     57,592     48,552     39,513     30,473
  150,000     79,569     68,592     57,615     46,638     35,661
  175,000     94,309     81,790     69,270     56,751     44,232
  200,000    108,184     93,790     79,395     65,001     50,607
  225,000    122,059    105,790     89,520     73,251     56,982
  250,000    140,034    123,467    106,900     90,332     73,765
  300,000    177,534    160,967    144,400    127,832    111,265
  400,000    252,534    235,967    219,400    202,832    186,265
  450,000    290,034    273,467    256,900    240,332    223,765
  500,000    327,534    310,967    294,400    277,832    261,265

   Mr. Males retired under a supplemental retirement agreement
previously provided to him by Iowa Southern Utilities  Company
with  provisions for payment of benefits equal to 65% of  base
salary  for  life, subject to consumer price index adjustment,
and  payments  to survivors after death of the officer  for  a
period   not  to  exceed  15  years  following  the  date   of
retirement.

    The  following  table shows the estimated annual  benefits
payable under the Supplemental Retirement Plan equal to 65% of
the officer's base salary in effect at the date of retirement:

                      IES Industries Inc.
             Supplemental Retirement Plan Payments
                        65% SRP Benefit

Final                       Service Years
Annual
Salary           15       20           25         30         35
                                                       
  125,000     54,131     45,092     36,052     27,013     17,973
  150,000     64,569     53,592     42,615     31,638     20,661
  175,000     76,809     64,290     51,770     39,251     26,732
  200,000     88,184     73,790     59,395     45,001     30,607
  225,000     99,559     83,290     67,020     50,751     34,482
  250,000    115,034     98,467     81,900     65,332     48,765
  300,000    147,534    130,967    114,400     97,832     81,265
  400,000    212,534    195,967    179,400    162,832    146,265
  450,000    245,034    228,467    211,900    195,332    178,765
  500,000    277,534    260,967    244,400    227,832    211,265

    Executive  Guaranty Plan:  The IES Board has  approved  an
Executive Guaranty Plan (the "Guaranty Plan") for officers  of
IES  and its principal subsidiary, Utilities.  The purpose  of
the  Guaranty  Plan  is  to promote flexibility  in  financial
planning   of  participating  officers  and  to   provide   an
inducement to new officers in order to retain and attract  the
best  possible executive management team.  Under the  Guaranty
Plan,  IES  guarantees loans within defined limits,  based  on
salary  level  and  years  of service  made  to  participating
officers for various specified purposes, including real estate
acquisitions  and  purchases  of  IES  Common  Stock.   As  of
December 31, 1995, guarantees of $76,653, $49,125 and $50,000,
were   outstanding   for  Messrs.  Liu,   Root   and   Fisher,
respectively.

    Executive Change of Control Agreements:  IES has severance
agreements with thirteen of its executives, including  Messrs.
Liu,  Hoffman and Franz.  Mr. Fisher had a severance agreement
with  IES  which is described in this section.  The  severance
agreements run for terms of one year (three years in the  case
of  Mr. Liu), subject to automatic renewal unless either party
gives  notice of non-renewal to the other party  at  least  90
days  prior  to  the  annual  renewal  date.   Each  agreement
provides for salary continuation and certain other benefits in
the  event the covered executive is terminated within a three-
year  period following a change of control of IES.  For  these
purposes,  a  "change  of control" is  described  in  the  IES
Charter and, in addition, will be deemed to have occurred,  if
following  a  merger,  consolidation  or  reorganization,  the
owners  of the capital stock entitled to vote in the  election
of directors of IES prior to the transaction own less than 75%
of the resulting entity's voting stock or during any period of
two  consecutive years, individuals who, at the  beginning  of
such  period constitute the Board of Directors of  the  parent
company,  cease  for  any  reason to  constitute  at  least  a
majority   of   the  Board  of  Directors  of  any   successor
organization.   Accordingly, the  Mergers  will  constitute  a
change  of  control for purposes of each of the IES  severance
agreements.    Specifically,  the  agreements   provide   that
following  termination  of a covered  executive's  employment,
except   terminations  for  just  cause,  death,   retirement,
disability  or  voluntary resignation (other than  resignation
for  "good reason"), the executive's salary will be continued,
at  a level equal to his salary just prior to termination, for
a period ranging from eighteen to thirty-six months (depending
on the executive involved and, in certain cases, his length of
service).   Additionally, certain benefits will  be  continued
during  the  applicable severance period, including  life  and
health  insurance, and the executive will continue to  receive
annual  incentive award payments equal to the  average  annual
incentive  awards paid to executives of the same or comparable
designation  during the three years prior  to  the  change  of
control.  In the event the executive dies during the severance
period, the salary and benefit payments described above  shall
be payable during the remainder of the term to the executive's
surviving  spouse  or  his estate.  The  executive  will  also
become  immediately vested and entitled to receive  awards  of
restricted  stock  or other rights granted  to  the  executive
under  IES's  Long-Term Incentive Plan.   With  respect  to  a
covered  executive who is age 56 or older at the time  of  the
change  of  control, the severance agreement further  provides
that  the change of control will cause the executive to become
fully  vested  in  his  supplemental retirement  plan  benefit
("SERP"), and that if the executive is terminated within three
years  following  the change of control, he will  be  able  to
commence  his  SERP payments on the earlier  of  the  date  he
attains age 65 or the date salary continuation payments  cease
under his severance agreement.

    In  November 1995, IES approved certain amendments to  the
existing severance agreements which will take effect no  later
than  the  next annual renewal of each agreement,  subject  to
each  executive's execution of an amended form  of  agreement.
The amendments to the severance agreements for Messrs. Liu and
Fisher provide, among other things, that during the applicable
severance  period Messrs. Liu and Fisher will be  entitled  to
receive payments equal to the average value of both the  long-
term and the annual incentive awards received by executives of
the  same  or  comparable designation during the  three  years
prior  to  the change of control.  In addition, the amendments
for all covered executives provide reimbursement, in an amount
not  to  exceed  15%  of  the  executive's  base  salary,  for
outplacement services and legal fees incurred by the executive
in connection with his termination, and also provide severance
benefits  in  the  event  of certain  employment  terminations
within 180 days prior to a change of control.

    The provisions of the severance agreement covering Mr. Liu
has  been  incorporated into the Employment  Agreement  to  be
executed  between Mr. Liu and Interstate Energy in  connection
with  the  Mergers (See "The Mergers -- Employment Agreements"
and  Annex  H).   After  the Effective  Time,  his  Employment
Agreement will supersede his existing severance agreement.

   IES believes that these agreements enable IES to employ key
executives   who   can   approach  major  business   decisions
objectively and without concern for their personal situations.

    Termination of Employment Arrangement:  Larry D. Root, IES
Executive  Vice  President, elected to take  early  retirement
effective  as  of  December 31, 1995, following  25  years  of
service to IES.  In connection with Mr. Root's retirement, IES
entered  into  an  early retirement agreement  with  Mr.  Root
which,  among other things, provided for certain payments  and
other financial considerations.  Under the terms of Mr. Root's
early retirement agreement, IES paid Mr. Root a lump sum  cash
payment  of  $200,660  on  January 4,  1996.   IES  agreed  to
accelerate  the vesting of restricted stock grants  previously
granted  to  Mr.  Root so that such grants  became  vested  on
December 31, 1995.  IES also agreed that Mr. Root was eligible
to   receive   an   award   under  the  Management   Incentive
Compensation Plan for 1995 performance, which was  awarded  to
him  in February 1996.  Mr. Root shall receive, as an unfunded
supplemental  pension  benefit, $11,306.11  per  month  for  a
period  of  fifteen (15) years.  IES shall  also  pay,  within
three  months of Mr. Root's death, a death benefit of $200,660
to  his  beneficiaries.  Mr. Root shall be  eligible  for  the
medical   coverage  generally  offered  by  IES  to   retiring
employees, in accordance with the terms of the IES Health Care
Plan.   Blake  O. Fisher, Jr., IES Executive Vice President  &
Chief  Financial Officer, resigned from IES effective February
21,  1996.  IES and Mr. Fisher entered into an agreement which
provided    for   certain   payments   and   other   financial
considerations  as set forth in Mr. Fisher's Executive  Change
of  Control Agreement, details of which are set forth  in  the
section   above   entitled  "Executive   Change   of   Control
Agreements."

                 IOWA SOUTHERN UTILITIES PLANS

    Iowa  Southern  Utilities  Pension  Plan:   Iowa  Southern
Utilities  Company  ("Iowa  Southern  Utilities")  provided  a
contributory pension plan which covered substantially all non-
collective bargaining employees who have completed the minimum
eligibility  requirements of 1,000 hours in a year.  The  plan
was  amended effective January 1, 1991 to be non-contributory.
As  of  his retirement on September 30, 1995, Mr. Males had  4
years   of   accredited  service  under  the   Pension   Plan.
Participants contributed one percent of annual compensation to
the Pension Plan through 1990.

     Iowa   Southern  Utilities  Senior  Executive   Severance
Agreements:  Individual agreements providing for severance pay
were  entered into by Iowa Southern Utilities and four  senior
executives, including Mr. Males.  The benefits to be  provided
were  generally as follows: a lump sum payment  equal  to  the
executive's  salary for a payment period equal to the  greater
of 24 months, or one month multiplied by years of service with
a  limit of 30 months.  Mr. Males's agreement provides for the
greater  of  24  months  or the period between  the  date  his
employment terminates and January 28, 1996.  In addition, each
covered senior executive was entitled to continuation of  life
and  health  insurance coverage during the payment period  and
reimbursement  of certain other expenses.  The only  agreement
still  in  effect  in 1995 was with Mr.  Males.    Mr.  Males'
retirement  was  a qualified termination under the  agreement.
Mr.  Males will receive payments under the severance agreement
beginning in 1996.


                      EMPLOYMENT AGREEMENT

    IE  Industries  Inc.  and Iowa Electric  Light  and  Power
Company,  the  predecessor companies  of  IES  Industries  and
Utilities,  entered  into an employment  agreement  (the  "Liu
Agreement") with Lee Liu, which became effective July 1, 1991.
The  Liu Agreement provides that Mr. Liu shall be employed  as
President,  Chief  Executive  Officer  and  Chairman  of   the
Executive Committee of IES and as Chief Executive Officer  and
Chairman  of  Utilities from July 1, 1991  until  April  1995,
which  period shall be automatically extended unless at  least
six  months  prior  to any expiration thereof  either  IES  or
Utilities or Mr. Liu shall give notice that they do  not  wish
to  extend such time (the "Period of Employment").   To  date,
neither  party has given such notice.  The Liu Agreement  also
provides  that he shall become Chairman of the Board  at  such
time  as  C.R.S.  Anderson ceases to serve in  such  position.
This  occurred  on  July 1, 1993.  The Liu Agreement  provides
that  Mr.  Liu shall provide consulting services  to  IES  for
three years (the "Period of Consulting") after the conclusion
of the Period of Employment.

    During  the Period of Employment, Mr. Liu will be  paid  a
base  annual salary of at least $275,000, and will be entitled
to  participate in all incentive compensation plans applicable
to  the  positions  he holds and all retirement  and  employee
welfare  benefit plans.  During the Period of Employment,  Mr.
Liu's  incentive compensation shall be at least equal to  that
paid to the Chairman of the Board of IES.

    If  Mr. Liu's employment is terminated without his consent
by  IES or Utilities during the Period of Employment for other
than  an  unremedied material breach or just cause or  by  his
resignation  if  such resignation occurs after  IES  fails  to
cause  him  to  be  employed in or elected  to  the  positions
specified  in the Liu Agreement or after a material diminution
in  his duties, responsibilities or status, then Mr. Liu shall
be  entitled to an amount equal to the sum of his base  annual
salary  as  of  the  date  of  termination  plus  his  average
incentive  compensation  during the  three  years  immediately
preceding the date of termination multiplied by the number  of
years (and fractions thereof) then remaining in the Period  of
Employment.   Mr.  Liu  also would be  entitled  to  continued
insurance  coverages and an amount equal to the  then  present
value  of  the actuarially determined difference  between  the
aggregate retirement benefits actually to be received  by  him
as  of the date of termination and those that would have  been
received  by him had he continued to be employed at  the  base
salary in effect at termination through the expiration of  the
Period of Employment.  All his shares of IES Restricted  Stock
would also vest at that time.

    During the Period of Consulting, Mr. Liu will make himself
available  for  up to 30 days per year, report  to  the  Chief
Executive  Officer  of IES and will earn an annual  consulting
fee  equal to 13.33% of his highest annual base salary  during
his  Period  of Employment.  If Mr. Liu's consulting  services
are  terminated for reasons other than material breach or just
cause, he will be entitled to a lump sum payment equal to  the
amount  of  the consulting fee he would otherwise have  earned
during the Period of Consulting.

   The Employment Agreement which Mr. Liu will enter into with
Interstate   Energy  in  connection  with  the  Mergers   will
supersede the Liu Agreement described above.  See "The Mergers
-- Employment Agreements."

                      CERTAIN SEC FILINGS

    Section  16(a)  of  the Securities Exchange  Act  of  1934
requires IES's officers and directors and persons who own more
than 10% of the registered class of IES's equity securities to
file  reports of ownership and changes in ownership  with  the
SEC.   Such officers, directors and shareholders are  required
by  SEC  regulations to furnish IES with copies  of  all  such
reports that they file.

    Based  solely on a review of copies of reports filed  with
the SEC with respect to 1995 and of written representations by
certain  officers and directors, all persons  subject  to  the
reporting  requirements of Section 16(a)  filed  the  required
reports on a timely basis.