EXHIBIT 3.4

                                  BYLAWS
                                    OF
                    WISCONSIN POWER AND LIGHT COMPANY
                     Effective as of January 30, 2001


                                ARTICLE I
                                 OFFICES

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

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

                                ARTICLE II
                                   SEAL

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

                               ARTICLE III
                               SHAREOWNERS

      Section 3.1.  ANNUAL  MEETING.  - The Annual  Meeting of Shareowners
shall  be  held at such  date  and  time as the  Board  of  Directors  may
determine.  The  Board  of  Directors  may  designate  any  place,  either
within or  without  the State of  Wisconsin,  as the place for the  Annual
Meeting.  If no  designation  is made,  the  place of the  Annual  Meeting
shall be the  principal  office of the  Corporation.  The  Annual  Meeting
shall be held for the purposes of electing  Directors  and of  transacting
such other business as may properly come before the meeting.

      Section   3.2   SPECIAL   MEETINGS.   -  Special   Meetings  of  the
Shareowners  may be  called  by  the  Board  of  Directors  or  the  Chief
Executive  Officer.  The  Corporation  shall  call a  Special  Meeting  of
Shareowners  in the event that the holders of at least ten  percent  (10%)
of all of the votes  entitled  to be cast on any  issue  request a special
meeting be held.
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      Section  3.3 NOTICE OF  MEETINGS - WAIVER.  - Notice of the time and
place of each Annual or Special  Meeting of  Shareowners  shall be sent by
mail to the  recorded  address of each  shareowner  not less than ten (10)
days nor  more  than  sixty  (60)  days  before  the date of the  meeting,
except in cases  where other  special  method of notice may be required by
statute,  in which  case the  statutory  method  shall  be  followed.  For
purposes of this  Section 3.3,  notice by  "electronic  transmission"  (as
such term is defined in Section  180.0103(7m)  of the  Wisconsin  Business
Corporation  Law") shall be deemed to constitute  written notice.  Written
notice  pursuant to this Section 3.3 shall be deemed to be  effective  (a)
when  mailed,  if  mailed  postpaid  and  addressed  to  the  shareowner's
address shown in the  Corporation's  current  record of shareowners or (b)
when  electronically  transmitted to the shareowner in a manner authorized
by the  shareowner.  The  notice  of a  Special  Meeting  shall  state the
purpose of the  meeting.  If an Annual or Special  Meeting of  shareowners
is adjourned to a different  date, time or place,  the  Corporation  shall
not be required  to give notice of the new date,  time or place if the new
date,  time or place  is  announced  at the  meeting  before  adjournment;
provided,  however,  that if a new record date for an adjourned meeting is
or must be fixed,  the  Corporation  shall  give  notice of the  adjourned
meeting to persons who are  shareowners as of the new record date.  Notice
of any meeting of the shareowners may be waived by any shareowner

      Section   3.4  FIXING  OF  RECORD   DATE.   -  For  the  purpose  of
determining  shareowners  entitled  to  notice  of,  or to  vote  at,  any
meeting of  shareowners,  or at any  adjournment  thereof,  or shareowners
entitled  to  receive  payment  of any  dividend,  or in  order  to make a
determination  of shareowners  for any other lawful  action,  the Board of
Directors  may fix, in advance,  a record date for such  determination  of
shareowners.  Such  date in case of a  meeting  of  shareowners  or  other
lawful  action  shall not be more than seventy (70) days prior to the date
of such  meeting  or  lawful  action.  If no  record  date is fixed by the
Board of  Directors  or by statute for the  determination  of  shareowners
entitled  to demand a special  meeting  as  contemplated  in  Section  3.2
hereof,  the  record  date  shall be the date  that the  first  shareowner
signs the demand.  When a  determination  of shareowners  entitled to vote
at any meeting of  shareowners  has been made as provided in this section,
such  determination  shall  apply to any  adjournment  thereof  unless the
meeting is  adjourned  to a date more than one hundred  twenty  (120) days
after the date fixed for the  original  meeting  in which  event the Board
of Directors must fix a new record date.

      Section  3.5  SHAREOWNER   LIST.  -  The   Corporation   shall  have
available,  beginning  two (2) days  after the  notice of the  meeting  is
given for which the list was  prepared and  continuing  to the date of the
meeting,  a complete  record of each  shareowner  entitled to vote at such
<PAGE>

meeting,  or any  adjournment  thereof,  showing the address of and number
of  shares  held  by  each  shareowner.   The  shareowner  list  shall  be
available for  inspection by any shareowner  during normal  business hours
at the  Corporation's  principal  office or at a place  identified  in the
meeting   notice  in  the  city  where  the  meeting  will  be  held.  The
Corporation  shall make the  shareowners'  list  available  at the meeting
and any  shareowner  or his agent or attorney  may inspect the list at any
time the meeting or any adjournment thereof.

      Section  3.6 QUORUM AND VOTING  REQUIREMENTS.  - Shares  entitled to
vote as a separate  voting  group may take action on a matter at a meeting
only if a quorum of those shares  exists with  respect to that  matter.  A
majority  of  the  outstanding  shares  entitled  to  vote  on  a  matter,
represented  in person or by proxy,  shall  constitute a quorum for action
on that  matter.  If a quorum  exists,  except in the case of the election
of  directors,  action on a matter  shall be  approved  if the votes  cast
favoring  the action  exceed the votes cast  opposing  the action,  unless
the  Corporation's  Articles of  Incorporation,  any Bylaw  adopted  under
authority  granted in the Articles of  Incorporation or statute requires a
greater  number of  affirmative  votes.  Directors  shall be  elected by a
plurality  of the  votes  cast  by the  shares  entitled  to  vote  in the
election of  directors  at a meeting at which a quorum is present.  Though
less  than  a  quorum  of  the  outstanding  votes  are  represented  at a
meeting,  a majority of the votes 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.

      Section  3.7  CONDUCT OF  MEETING.  - The  Chairperson  of the Board
shall  preside  at each  meeting  of  shareowners.  In the  absence of the
Chairperson  of the Board,  such persons,  in the following  order,  shall
act as chair  of the  meeting;  the Vice  Chairperson  of the  Board,  the
Chief Executive Officer, the President,  any Vice President,  the Director
in attendance  with the longest tenure in that office.  The Secretary,  or
if absent, an Assistant  Secretary,  of the Company shall act as Secretary
of each shareowner.

      Section 3.8  PROXIES.  - At any Annual  Meeting or Special  Meeting,
a  shareowner  entitled to vote may vote his or her shares in person or by
proxy.  A  shareowner  entitled  to vote at an Annual  Meeting  or Special
Meeting  may  authorize  another  person  to act  for  the  shareowner  by
appointing  the person as proxy.  Without  limiting  the manner in which a
shareowner  may  appoint  a  proxy,  a  shareowner  or  the   shareowner's
authorized officer,  director,  employee,  agent or  attorney-in-fact  may
use any of the following as a valid means to make such an appointment:

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

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

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


      Section 3.9 VOTING OF SHARES.  - Except as provided in the  Articles
of  Incorporation  or statute,  each  outstanding  share  entitled to vote
shall be  entitled to one (1) vote upon each  matter  submitted  to a vote
at a meeting of shareowners.

      Section  3.10  VOTING  OF  SHARES  BY  CERTAIN  HOLDERS.   -  Shares
standing  in the  name  of  another  corporation  may  be  voted  by  such
officer,  agent or proxy as the Bylaws of such  corporation may prescribe,
or, in the absence of such  provision,  as the Board of  Directors of such
corporation may determine.

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

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

      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 IV
                            BOARD OF DIRECTORS

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

      Section   4.2  NUMBER.   CLASSES  &  TERM.   -  The  number  of
Directors   of  the   Corporation   shall  be  fixed  from  time  to  time
exclusively  by the Board of Directors  pursuant to a  resolution  adopted
by the  affirmative  vote of a majority of the total  number of  Directors
that the  Corporation  would  have if there were no  vacancies,  but shall
not be less than nine (9) nor more than  sixteen  (16).  The  Directors of
the  Corporation  shall be  divided,  with  respect  to the time for which
they  severally  hold  office,  into  three  classes,  as nearly  equal in
number as possible.  At each Annual  Meeting,  the successors to the class
of Directors  whose terms shall expire at the time of such Annual  Meeting
shall  be  elected  to hold  office  until  the  third  succeeding  Annual
Meeting, and until their successors are duly elected and qualified.

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

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

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

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

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

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

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

      Section  4.10  MEETING  PARTICIPATION.  - (a) Any or all  members of
the Board of Directors,  or any committee  thereof,  may  participate in a
regular or special  meeting  by, or to conduct the  meeting  through,  the
use of any means of communication by which any of the following occurs:

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

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

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

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

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

      Section   4.12   PRESUMPTION   OF  ASSENT.   -  A  Director  of  the
Corporation  who is  present  at a meeting  of the Board of  Directors  at
which  action on any  corporate  matter is taken shall be presumed to have
assented  to the  action  taken  unless  (a) the  Director  objects at the
beginning  of the  meeting or promptly  upon  arrival to the holding of or
transacting  business  at the  meeting,  (b)  the  Director's  dissent  or
abstention  shall  be  entered  in the  minutes  of the  meeting,  (c) the
Director  shall file a written  dissent or  abstention to such action with
<PAGE>

the presiding  officer of the meeting  before the  adjournment  thereof or
shall forward such dissent or  abstention by registered or certified  mail
to the Secretary of the Corporation  immediately  after the adjournment of
the  meeting,  or (d) the  Director  shall  file a  written  notice to the
Secretary of the  Corporation  promptly after receiving the minutes of the
meeting  that the  minutes  failed to show the  Director's  dissention  or
abstention  from the  action  taken.  Such  right to  dissent  or  abstain
shall not apply to a Director who voted in favor of such action.

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

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

                                ARTICLE V
                                COMMITTEES

      Section  5.1   COMMITTEES.   -  The  Board  of  Directors   may,  by
resolution  passed by a majority of the whole Board,  designate from their
number  various  Committees  from  time  to time as  corporate  needs  may
dictate.  The  Committees  may make their own rules of procedure and shall
meet where and as provided by such rules,  or by  resolution  of the Board
of  Directors.   A  majority  of  the  members  of  the  Committee   shall
constitute  a quorum  for the  transaction  of  business.  Each  Committee
shall  keep  regular  minutes of its  meetings  and report the same to the
Board of Directors  when  required.  The  Committee  may be  authorized by
the Board of  Directors  to perform  specified  functions,  except  that a
committee may not do any of the  following:  (a) authorize  distributions;
(b) approve or propose to shareowners  action that the Wisconsin  Business
Corporation  Law  requires  to  be  approved  by  shareowners;   (c)  fill
<PAGE>

vacancies  on the Board of  Directors,  or,  unless the Board of Directors
provides by resolution  that  vacancies on a committee  shall be filled by
the  affirmative  vote of the remaining  committee  members,  on any Board
committee;  (d) amend the  Corporation's  Articles of  Incorporation;  (e)
adopt,  amend  or  repeal  bylaws;  (f)  approve  a  plan  of  merger  not
requiring shareowner approval;  (g) authorize or approve  reacquisition of
shares,  except  according to a formula or method  prescribed by the Board
of  Directors;  and (h)  authorize  or  approve  the  issuance  or sale or
contract for sale of shares,  or determine  the  designation  and relative
rights,  preferences  and  limitations  of a class or  series  of  shares,
except that the Board of  Directors  may  authorize  a committee  to do so
within limits prescribed by the Board of Directors.

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

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

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

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

                                ARTICLE VI
                                 OFFICERS

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

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

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

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

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

      Section  6.6 VICE  PRESIDENTS.  - The  Vice  Presidents  shall  have
such  powers and duties as may be  prescribed  for him or her by the Board
of  Directors  and the Chief  Executive  Officer.  In the absence of or in
the event of the death of the Chief  Executive  Officer and the President,
the  inability  or refusal to act, or in the event for any reason it shall
be  impracticable  for the Chief  Executive  officer and the  President to
act  personally,  the Vice  President  (or in the event there be more than
one Vice  President,  the Vice  Presidents in the order  designated by the
<PAGE>

Board of  Directors,  or in the  absence of any  designation,  then in the
order of their  election)  shall perform the duties of the Chief Executive
Officer and the President,  and when so acting,  shall have all the powers
of and be  subject  to all  the  restrictions  upon  the  Chief  Executive
Officer  and  the  President.  The  execution  of  any  instrument  of the
Corporation  by any Vice  President  shall be conclusive  evidence,  as to
third  parties,  of his or her  authority to act in the stead of the Chief
Executive Officer and the President.

      Section 6.7  SECRETARY.  - The  Secretary  shall attend all meetings
of the Board of Directors,  shall keep a true and faithful  record thereof
in  proper  books  to  be  provided  for  that   purpose,   and  shall  be
responsible  for the custody  and care of the  corporate  seal,  corporate
records  and  minute  books of the  Corporation,  and of all other  books,
documents  and  papers  as in  the  practical  business  operation  of the
Corporation  shall  naturally  belong  in the  office  or  custody  of the
Secretary,  or  shall  be  placed  in  his  or her  custody  by the  Chief
Executive  Officer  or by the Board of  Directors.  He or she  shall  also
act  as  Secretary  of  all  shareowners'  meetings,  and  keep  a  record
thereof.  He or  she  shall,  except  as  may  be  otherwise  required  by
statute or by these bylaws,  sign,  issue and publish all notices required
for  meetings  of  shareowners  and of the Board of  Directors.  He or she
shall  be  responsible   for  the  custody  of  the  stock  books  of  the
Corporation  and  shall  keep  a  suitable  record  of  the  addresses  of
shareowners.  He or she  shall  also be  responsible  for the  collection,
custody   and   disbursement   of  the   funds   received   for   dividend
reinvestment.  He  or  she  shall  sign  stock  certificates,   bonds  and
mortgages,  and  all  other  documents  and  papers  to  which  his or her
signature  may be  necessary or  appropriate,  shall affix the seal of the
Corporation  to all  instruments  requiring the seal,  and shall have such
other  powers  and  duties as are  commonly  incidental  to the  office of
Secretary,  or as may be prescribed  for him or her by the President or by
the Board of Directors.

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

      Section 6.9  CONTROLLER.  - The  Controller  shall be the  principal
accounting  Officer  of the  Corporation.  He or she  shall  have  general
supervision  over the  books of  accounts  of the  Corporation.  He or she
shall  examine the  accounts of all Officers  and  employees  from time to
time and as often as  practicable,  and shall see that proper  returns are
made of all  receipts  from  all  sources.  All  bills,  properly  made in
detail and  certified,  shall be  submitted  to him or her,  and he or she
shall audit and approve the same if found  satisfactory  and correct,  but
he or she shall not  approve  any voucher  unless  charges  covered by the
voucher have been  previously  approved  through work orders,  requisition
<PAGE>

or  otherwise by the head of the  department  in which it  originated,  or
unless  he or she  shall  be  otherwise  satisfied  of its  propriety  and
correctness.   He  or  she  shall  have  full   access  to  all   minutes,
contracts,   correspondence   and  other   papers   and   records  of  the
Corporation  relating to its business  matters,  and shall be  responsible
for the custody of such books and documents as shall  naturally  belong in
the  custody  of the  Controller  and as  shall  be  placed  in his or her
custody by the  President  or by the Board of  Directors.  The  Controller
shall have such other  powers and  duties as are  commonly  incidental  to
the office of  Controller,  or as may be prescribed  for him or her by the
President or by the Board of Directors.

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

                               ARTICLE VII
                CERTIFICATES FOR SHARES AND THEIR TRANSFER

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

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

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

      Subject to the  provisions  of Section  3.10 of Article III of these
Bylaws,  the  person  in  whose  name  shares  stand  on the  books of the
Corporation  shall be treated by the  Corporation as the owner thereof for
all  purposes,  including all rights  deriving  from such shares,  and the
Corporation  shall not be bound to recognize  any equitable or other claim
to, or interest in, such shares or rights  deriving  from such shares,  on
the  part  of  any  other  person,   including   (without   limitation)  a
purchaser,  assignee or  transferee  of such  shares,  or rights  deriving
from such shares,  unless and until such purchaser,  assignee,  transferee
or other person  becomes the record holder of such shares,  whether or not
the  Corporation  shall have either actual or  constructive  notice of the
interest  of  such  purchaser,   assignee,  transferee  or  other  person.
Except  as  provided  in said  Section  3.10  hereof,  no such  purchaser,
assignee,  transferee or other person shall be entitled to receive  notice
of the  meetings of  shareholders,  to vote at such  meetings,  to examine
the complete record of the shareholders  entitled to vote at meetings,  or
to own,  enjoy or  exercise  any other  property or rights  deriving  from
such  shares  against the  Corporation,  until such  purchaser,  assignee,
transferee or other person has become the record holder of such shares.

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

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

                               ARTICLE VIII
          INDEMNIFICATION AND LIABILITY OF DIRECTOR AND OFFICERS

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

                                ARTICLE IX
                              MISCELLANEOUS

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

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

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

      All  contracts,   deeds,  mortgages,   leases  or  instruments  that
require  the  corporate  seal of the  Corporation  to be  affixed  thereto
shall  be  signed  by  the  President  or a  Vice  President,  and  by the
Secretary,  or  an  Assistant  Secretary,  or by  such  other  officer  or
officers,  or  person  or  persons,  as  the  Board  of  Directors  may be
resolution prescribe.

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

                                ARTICLE X
                      AMENDMENT OR REPEAL OF BYLAWS

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

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



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      I,  _________________________,  do hereby certify that I am the duly
elected and acting  __________________  Corporate  Secretary  of Wisconsin
Power and Light  Company,  a Wisconsin  corporation,  organized  under the
laws of the  State,  and that I have  access to the  corporate  records of
said  Company,  and  as  such  officer,  I do  further  certify  that  the
foregoing Bylaws were adopted as of January 30, 2001.

      IN WITNESS  WHEREOF,  I have  hereunto  set my hand and  affixed the
corporate  seal of said Company this  ________ day of  __________________,
______.




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