Exhibit 3.2

                                     BYLAWS
                                       OF
                          INTERSTATE ENERGY CORPORATION
                        Effective as of January 20, 1999


                                   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 the shareowners (the
"Annual  Meeting") shall be held at such date and time as the Board of Directors
may  determine.  In fixing a meeting date for any Annual  Meeting,  the Board of
Directors may consider such factors as it deems  relevant  within the good faith
exercise of its business judgment. At each Annual Meeting, the shareowners shall
elect that number of  directors  equal to the number of  directors  in the class
whose term expires at the time of such meeting. At any such Annual Meeting, only
other business  properly  brought before the meeting in accordance  with Section
3.14 of these Bylaws may be transacted.  If the election of directors  shall not
be held on the date fixed as herein  provided,  for any Annual  Meeting,  or any
adjournment  thereof, the

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Board of Directors  shall cause the election to be held at a special  meeting of
shareowners (a "Special Meeting") as soon thereafter as is practicable.

       Section 3.2 SPECIAL MEETINGS.

       (a) A Special Meeting may be called only by (i) the Board of Directors or
(ii) the Chief  Executive  Officer  and  shall be called by the Chief  Executive
Officer upon the demand,  in accordance with this Section 3.2, of the holders of
record of shares  representing at least 10% of all the votes entitled to be cast
on any issue proposed to be considered at the Special Meeting.

       (b) In order that the Corporation may determine the shareowners  entitled
to demand a Special  Meeting,  the Board of  Directors  may fix a record date to
determine  the  shareowners  entitled to make such a demand (the "Demand  Record
Date").  The  Demand  Record  Date  shall not  precede  the date upon  which the
resolution  fixing the Demand  Record Date is adopted by the Board of  Directors
and  shall not be more than ten days  after the date upon  which the  resolution
fixing  the  Demand  Record  Date is  adopted  by the  Board of  Directors.  Any
shareowner of record seeking to have shareowners demand a Special Meeting shall,
by sending  written  notice to the  Secretary of the  Corporation  by hand or by
certified or registered  mail,  return receipt  requested,  request the Board of
Directors to fix a Demand Record Date.  The Board of Directors  shall  promptly,
but in all events within ten days after the date on which a valid request to fix
a Demand  Record Date is received,  adopt a resolution  fixing the Demand Record
Date and shall make a public  announcement  of such Demand  Record  Date.  If no
Demand  Record  Date has been  fixed by the Board of  Directors  within ten days
after the date on which such  request is received by the  Secretary,  the Demand
Record Date shall be the 10th day after the first date on which a valid  written
request to set a Demand Record Date is received by the  Secretary.  To be valid,
such  written  request  shall set forth the  purpose or  purposes  for which the
Special  Meeting is to be held,  shall be signed by one or more  shareowners  of
record (or their duly authorized proxies or other  representatives),  shall bear
the date of signature of each such shareowner (or proxy or other representative)
and shall set forth all  information  about each such  shareowner  and about the
beneficial  owner or owners,  if any,  on whose  behalf the request is made that
would  be  required  to be set  forth  in a  shareowner's  notice  described  in
paragraph (a) (ii) of Section 3.14 of these Bylaws.

       (c) In order for a shareowner or shareowners to demand a Special Meeting,
a written demand or demands for a Special Meeting by the holders of record as of
the  Demand  Record  Date of shares  representing  at least 10% of all the votes
entitled  to be cast on any  issue  proposed  to be  considered  at the  Special
Meeting must be delivered to the Corporation.  To be valid,  each written demand
by a shareowner  for a Special  Meeting shall set forth the specific  purpose or
purposes for which the Special  Meeting is to be held (which purpose or purposes
shall be limited to the purpose or purposes set forth in the written  request to
set a Demand Record Date received by the  Corporation  pursuant to paragraph (b)
of this  Section  3.2),  shall be  signed by one or more  persons  who as of the
Demand Record Date are shareowners of record (or their duly  authorized  proxies
or  other  representatives),  shall  bear  the date of  signature  of each  such
shareowner (or proxy or other representative),  and shall set forth the name and
address,  as they appear in the Corporation's  books, of each shareowner signing
such  


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demand and the class and number of shares of the Corporation  which are owned of
record and beneficially by each such shareowner,  shall be sent to the Secretary
by hand or by certified or registered mail, return receipt requested,  and shall
be received by the Secretary within seventy days after the Demand Record Date.

       (d) The Corporation  shall not be required to call a Special Meeting upon
shareowner demand unless, in addition to the documents required by paragraph (c)
of this Section 3.2, the Secretary  receives a written  agreement signed by each
Soliciting  Shareowner  (as defined  below),  pursuant to which each  Soliciting
Shareowner,  jointly and  severally,  agrees to pay the  Corporation's  costs of
holding the Special Meeting,  including the costs of preparing and mailing proxy
materials for the Corporation's  own solicitation,  provided that if each of the
resolutions  introduced by any Soliciting Shareowner at such meeting is adopted,
and  each  of the  individuals  nominated  by or on  behalf  of  any  Soliciting
Shareowner  for  election  as a director at such  meeting is  elected,  then the
Soliciting  Shareowners shall not be required to pay such costs. For purposes of
this paragraph (d), the following terms shall have the meanings set forth below:

              (i)  "Affiliate" of any Person (as defined  herein) shall mean any
       Person controlling, controlled by or under common control with such first
       Person.

              (ii) "Participant" shall have the meaning assigned to such term in
       Rule 14a-11  promulgated  under the  Securities  Exchange Act of 1934, as
       amended (the "Exchange Act").

              (iii)  "Person"  shall  mean any  individual,  firm,  corporation,
       partnership,   joint   venture,   association,    trust,   unincorporated
       organization or other entity.

              (iv) "Proxy" shall have the meaning  assigned to such term in Rule
       14a-1 promulgated under the Exchange Act.

              (v) "Solicitation" shall have the meaning assigned to such term in
       Rule 14a-11 promulgated under the Exchange Act.

              (vi)  "Soliciting  Shareowner"  shall  mean,  with  respect to any
       Special  Meeting  demanded by a  shareowner  or  shareowners,  any of the
       following Persons:

                     (A) if the  number of  shareowners  signing  the  demand or
              demands  of  meeting  delivered  to the  Corporation  pursuant  to
              paragraph (c) of this Section 3.2 is ten or fewer, each shareowner
              signing any such demand;


                     (B) if the  number of  shareowners  signing  the  demand or
              demands  of  meeting  delivered  to the  Corporation


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<PAGE>

              pursuant to  paragraph  (c) of this  Section 3.2 is more than ten,
              each Person who either (I) was a Participant  in any  Solicitation
              of such  demand or demands or (II) at the time of the  delivery to
              the  Corporation  of the  documents  described in paragraph (c) of
              this  Section  3.2  had  engaged  or  intends  to  engage  in  any
              Solicitation  of Proxies for use at such  Special  Meeting  (other
              than a Solicitation of Proxies on behalf of the Corporation); or

                     (C) any Affiliate of a Soliciting Shareowner, if a majority
              of the directors then in office determine,  reasonably and in good
              faith,  that such Affiliate should be required to sign the written
              notice  described in paragraph  (c) of this Section 3.2 and/or the
              written  agreement  described  in this  paragraph  (d) in order to
              prevent the purposes of this Section 3.2 from being evaded.

       (e) Except as provided in the  following  sentence,  any Special  Meeting
shall be held at such  hour and day as may be  designated  by  whichever  of the
Board of  Directors  or the Chief  Executive  Officer  shall  have  called  such
meeting.  In the case of any  Special  Meeting  called  by the  Chief  Executive
Officer  upon the demand of  shareowners  (a  "Demand  Special  Meeting"),  such
meeting  shall be held at such hour and day as may be designated by the Board of
Directors;  provided, however, that the date of any Demand Special Meeting shall
be not more than  seventy  days after the  Meeting  Record  Date (as  defined in
Section 3.6 hereof);  and provided  further that in the event that the directors
then in office fail to designate an hour and date for a Demand  Special  Meeting
within ten days after the date that valid  written  demands for such  meeting by
the  holders of record as of the Demand  Record Date of shares  representing  at
least 10% of all the votes  entitled  to be cast on each  issue  proposed  to be
considered  at  the  Special  Meeting  are  delivered  to the  Corporation  (the
"Delivery Date"), then such meeting shall be held at 2:00 P.M. local time on the
100th day after the  Delivery  Date or, if such 100th day is not a Business  Day
(as defined  below),  on the first  preceding  Business Day. In fixing a meeting
date for any Special  Meeting,  the Board of  Directors  or the Chief  Executive
Officer may  consider  such factors as it or he deems  relevant  within the good
faith exercise of its or his business judgment,  including,  without limitation,
the  nature of the  action  proposed  to be taken,  the facts and  circumstances
surrounding any demand for such meeting,  and any plan of the Board of Directors
to call an Annual  Meeting  or a Special  Meeting  for the  conduct  of  related
business.

       (f) The  Corporation  may  engage  regionally  or  nationally  recognized
independent  inspectors of elections to act as an agent of the  Corporation  for
the purpose of promptly  performing a ministerial  review of the validity of any
purported  written  demand or  demands  for a Special  Meeting  received  by the
Secretary.  For the purpose of permitting the inspectors to perform such review,
no purported  demand shall be deemed to have been  delivered to the  Corporation
until the earlier of (i) five Business Days  following  receipt by the Secretary
of such  purported  demand  and (ii)  such  date as the  independent  inspectors
certify to the  Corporation  that the valid  demands  received by the  Secretary
represent  at  least  10% of all the  votes  entitled  to be cast on each  issue
proposed to be  considered  at the Special  Meeting.


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Nothing contained in this paragraph (f) shall in any way be construed to suggest
or imply that the Board of Directors or any shareowner  shall not be entitled to
contest the validity of any demand,  whether  during or after such five Business
Day period,  or to take any other action  (including,  without  limitation,  the
commencement, prosecution or defense of any litigation with respect thereto).

       (g) For purposes of these Bylaws, "Business Day" shall mean any day other
than a Saturday, a Sunday or a day on which banking institutions in the State of
Wisconsin are authorized or obligated by law or executive order to close.

       Section  3.3  PLACE OF  MEETING.  - The Board of  Directors  or the Chief
Executive Officer may designate any place, either within or without the State of
Wisconsin,  as the place for any Annual Meeting or any Special  Meeting,  or for
any postponement  thereof. If no designation is made, the place of meeting shall
be the  principal  office of the  Corporation.  Any meeting may be  adjourned to
reconvene  at any  place  designated  by  vote  of the  Board  of  Directors  or
determined by the Chief Executive Officer.

       Section 3.4 NOTICE OF MEETINGS - Written  notice  stating the date,  time
and place of any meeting of  shareowners  shall be  delivered  not less than ten
days nor more  than  seventy  days  before  the date of the  meeting  (unless  a
different time period is provided by the Wisconsin  Business  Corporation Law or
the  Articles of  Incorporation),  either  personally  or by mail,  by or at the
direction of the Chief Executive Officer or the Secretary, to each shareowner of
record entitled to vote at such meeting and to such other persons as required by
the  Wisconsin  Business  Corporation  Law.  In the event of any Demand  Special
Meeting,  such  notice of meeting  shall be sent not more than thirty days after
the  Delivery  Date.  If mailed,  notice  pursuant to this  Section 3.4 shall be
deemed to be effective  when  deposited in the United States mail,  addressed to
the  shareowner at his or her address as it appears on the stock record books of
the Corporation,  with postage thereon prepaid. Unless otherwise required by the
Wisconsin Business Corporation Law or the Articles of Incorporation, a notice of
an Annual  Meeting need not include a  description  of the purpose for which the
meeting is called. In the case of any Special Meeting, (a) the notice of meeting
shall describe any business that the Board of Directors  shall have  theretofore
determined  to bring before the meeting and (b) in the case of a Demand  Special
Meeting,  the notice of meeting (i) shall describe any business set forth in the
statement of purpose of the demands  received by the  Corporation  in accordance
with Section 3.2 of these Bylaws and (ii) shall  contain all of the  information
required in the notice  received by the  Corporation in accordance  with Section
3.14(b) of these Bylaws. If an Annual Meeting or Special Meeting 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
Meeting  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 Meeting Record Date.

       Section 3.5 WAIVER OF NOTICE - A shareowner may waive any notice required
by the Wisconsin  Business  Corporation  Law, the Articles of  Incorporation  or
these Bylaws before or after the date and time stated in the notice.  The waiver
shall be in writing


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<PAGE>

and  signed  by  the  shareowner  entitled  to  the  notice,  contain  the  same
information  that  would  have been  required  in the  notice  under  applicable
provisions of the Wisconsin  Business  Corporation Law (except that the time and
place of meeting  need not be stated) and be delivered  to the  Corporation  for
inclusion in the  corporate  records.  A  shareowner's  attendance at any Annual
Meeting or Special  Meeting,  in person or by proxy,  waives objection to all of
the following: (a) lack of notice or defective notice of the meeting, unless the
shareowner at the  beginning of the meeting or promptly upon arrival  objects to
holding  the  meeting  or   transacting   business  at  the  meeting;   and  (b)
consideration  of a  particular  matter at the  meeting  that is not  within the
purpose  described  in the  meeting  notice,  unless the  shareowner  objects to
considering the matter when it is presented.

       Section 3.6 FIXING OF RECORD DATE.  - The Board of  Directors  may fix in
advance a date not less than ten days and not more than  seventy  days  prior to
the date of an Annual  Meeting  or Special  Meeting  as the record  date for the
determination of shareowners  entitled to notice of, or to vote at, such meeting
(the "Meeting Record Date"). In the case of any Demand Special Meeting,  (i) the
Meeting Record Date shall be not later than the 30th day after the Delivery Date
and (ii) if the Board of Directors  fails to fix the Meeting  Record Date within
thirty days after the Delivery Date, then the close of business on such 30th day
shall be the  Meeting  Record  Date.  The  shareowners  of record on the Meeting
Record  Date shall be the  shareowners  entitled to notice of and to vote at the
meeting.  Except as provided by the  Wisconsin  Business  Corporation  Law for a
court-ordered  adjournment, a determination of shareowners entitled to notice of
and to vote at an  Annual  Meeting  or  Special  Meeting  is  effective  for any
adjournment  of such meeting  unless the Board of Directors  fixes a new Meeting
Record  Date,  which it shall do if the meeting is adjourned to a date more than
120 days after the date fixed for the original  meeting.  The Board of Directors
may also fix in advance a date as the record date for the purpose of determining
shareowners entitled to take any other action or determining shareowners for any
other purpose. Such record date shall be not more than seventy days prior to the
date  on  which  the  particular   action,   requiring  such   determination  of
shareowners,  is to be  taken.  The  record  date  for  determining  shareowners
entitled  to a  distribution  (other than a  distribution  involving a purchase,
redemption or other acquisition of the Corporation's shares) or a share dividend
is the date on which the Board of Directors authorizes the distribution or share
dividend,  as the case may be,  unless the Board of Directors  fixes a different
record date.

       Section 3.7  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 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.


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       Section 3.8 QUORUM AND VOTING REQUIREMENTS.

       (a) Shares entitled to vote as a separate voting group may take action on
a matter at any  Annual  Meeting or  Special  Meeting  only if a quorum of those
shares exists with respect to that matter. If the Corporation has only one class
of stock  outstanding,  such class shall  constitute a separate voting group for
purposes of this  Section 3.8.  Except as otherwise  provided in the Articles of
Incorporation or the Wisconsin Business Corporation Law, a majority of the votes
entitled to be cast on the matter shall  constitute a quorum of the voting group
for action on that matter.  Once a share is  represented  for any purpose at any
Annual  Meeting or Special  Meeting,  other than for the purpose of objecting to
holding the meeting or  transacting  business at the meeting,  it is  considered
present for purposes of determining whether a quorum exists for the remainder of
the meeting and for any  adjournment of that meeting unless a new Meeting Record
Date is or must be set for the adjourned meeting. If a quorum exists,  except in
the case of the election of  directors,  action on a matter shall be approved if
the votes cast within the voting group favoring the action exceed the votes cast
opposing  the action,  unless the  Articles of  Incorporation  or the  Wisconsin
Business  Corporation Law requires a greater number of affirmative votes. Unless
otherwise provided in the Articles of Incorporation, each director to be elected
shall be elected by a plurality of the votes cast by the shares entitled to vote
in the election of directors at an Annual Meeting or Special  Meeting at which a
quorum is present.

       (b) The  Board  of  Directors  acting  by  resolution  may  postpone  and
reschedule any previously scheduled Annual Meeting or Special Meeting; provided,
however,  that a Demand Special Meeting shall not be postponed  beyond the 100th
day following the Delivery Date.  Any Annual  Meeting or Special  Meeting may be
adjourned from time to time,  whether or not there is a quorum, (i) at any time,
upon a resolution by shareowners  if the votes cast in favor of such  resolution
by the  holders of shares of each  voting  group  entitled to vote on any matter
theretofore  properly brought before the meeting exceed the number of votes cast
against  such  resolution  by the holders of shares of each such voting group or
(ii) at any time prior to the  transaction  of any business at such meeting,  by
the  Chairperson  of the  Board or  pursuant  to a  resolution  of the  Board of
Directors.  No notice of the time and place of adjourned  meetings need be given
except as required by the Wisconsin  Business  Corporation Law. At any 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  3.9  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,  and 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 meeting.

       Section  3.10  PROXIES.  - Any  shareowner  having the right to vote at a
meeting of  shareowners  may exercise such right by voting in person or by proxy
at such  meeting.  Such  proxies  shall  be  filed  with  the  Secretary  of the
Corporation before or at the


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time of the  meeting.  No proxy shall be valid after eleven (11) months from the
date of its execution, unless otherwise provided in the proxy.

       Section  3.11 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 3.12 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.

       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.

       Section 3.13 Action without  Meeting.  - Any action required or permitted
by the  Articles  of  Incorporation  or these  Bylaws  or any  provision  of the
Wisconsin  Business  Corporation Law to be taken at an Annual Meeting or Special
Meeting  may be taken  without  a  meeting  if a written  consent  or  consents,
describing the action so taken, is signed by all of the shareowners  entitled to
vote with respect to the subject matter thereof and delivered to the Corporation
for inclusion in the corporate records.


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       Section 3.14 Notice of Shareowner Business and Nomination of Directors.

       (a) Annual Meetings.

              (i)  Nominations of persons for election to the Board of Directors
       of the  Corporation  and the proposal of business to be considered by the
       shareowners  may  be  made  at an  Annual  Meeting  (A)  pursuant  to the
       Corporation's  notice of meeting, (B) by or at the direction of the Board
       of  Directors  or (C)  by any  shareowner  of  the  Corporation  who is a
       shareowner of record at the time of giving of notice provided for in this
       Bylaw and who is entitled to vote at the  meeting and  complies  with the
       notice procedures set forth in this Section 3.14.

              (ii) For  nominations  or other  business to be  properly  brought
       before  an Annual  Meeting  by a  shareowner  pursuant  to clause  (C) of
       paragraph  (a)(i) of this Section 3.14,  the  shareowner  must have given
       timely notice thereof in writing to the Secretary of the Corporation.  To
       be timely,  a  shareowner's  notice shall be received by the Secretary of
       the  Corporation at the principal  offices of the  Corporation  not later
       than  the  earlier  of  (A) 45  days  in  advance  of  the  first  annual
       anniversary  (the  "Anniversary  Date")  of the  date  set  forth  in the
       Corporation's  proxy statement for the prior year's Annual Meeting as the
       date on which the Corporation first mailed definitive proxy materials for
       the prior  year's  Annual  Meeting  and (B) the later of (x) the 70th day
       prior to such Annual  Meeting and (y) the 10th day  following  the day on
       which public announcement of the date of such meeting is first made. Such
       shareowner's  notice  shall be signed  by the  shareowner  of record  who
       intends to make the  nomination or introduce  the other  business (or his
       duly authorized  proxy or other  representative),  shall bear the date of
       signature of such shareowner (or proxy or other representative) and shall
       set forth: (A) the name and address, as they appear on this Corporation's
       books, of such shareowner and the beneficial owner or owners,  if any, on
       whose behalf the nomination or proposal is made; (B) the class and number
       of  shares  of the  Corporation  which  are  beneficially  owned  by such
       shareowner or beneficial owner or owners; (C) a representation  that such
       shareowner is a holder of record of shares of the Corporation entitled to
       vote at such  meeting  and intends to appear in person or by proxy at the
       meeting to make the nomination or introduce the other business  specified
       in the notice; (D) in the case of any proposed nomination for election or
       re-election  as a  director,  (I) the name and  residence  address of the
       person or persons to be nominated, (II) a description of all arrangements
       or  understandings  between such shareowner or beneficial owner or owners
       and each nominee and any other  person or persons  (naming such person or
       persons)  pursuant  to  which  the  nomination  is to  be  made  by  such
       shareowner,  (III) such other information regarding each nominee proposed
       by such shareowner as would be required to be disclosed in  solicitations
       of proxies for elections of directors,  or would be otherwise required to
       be disclosed,  in each case pursuant to Regulation 14A 


                                       9
<PAGE>

       under the Exchange Act,  including any information that would be required
       to be included in a proxy  statement filed pursuant to Regulation 14A had
       the nominee been nominated by the Board of Directors and (IV) the written
       consent of each nominee to be named in a proxy  statement and to serve as
       a director of the  Corporation if so elected;  and (E) in the case of any
       other business that such shareowner proposes to bring before the meeting,
       (I) a brief  description of the business desired to be brought before the
       meeting and, if such business  includes a proposal to amend these Bylaws,
       the  language  of the  proposed  amendment,  (II) such  shareowner's  and
       beneficial owner's or owners' reasons for conducting such business at the
       meeting  and  (III)  any  material  interest  in  such  business  of such
       shareowner and beneficial owner or owners.

              (iii) Notwithstanding anything in the second sentence of paragraph
       (a)(ii)  of this  Section  3.14 to the  contrary,  in the event  that the
       number  of  directors  to be  elected  to the Board of  Directors  of the
       Corporation is increased and there is no public  announcement  naming all
       of the  nominees  for director or  specifying  the size of the  increased
       Board of Directors made by the  Corporation at least 45 days prior to the
       Anniversary  Date, a  shareowner's  notice  required by this Section 3.14
       shall also be  considered  timely,  but only with respect to nominees for
       any new positions  created by such  increase,  if it shall be received by
       the Secretary at the principal  offices of the Corporation not later than
       the close of  business  on the 10th day  following  the day on which such
       public announcement is first made by the Corporation.

       (b) Special Meetings.  Only such business shall be conducted at a Special
Meeting  as  shall  have  been  described  in the  notice  of  meeting  sent  to
shareowners pursuant to Section 3.4 of these Bylaws.  Nominations of persons for
election  to the Board of  Directors  may be made at a Special  Meeting at which
directors are to be elected  pursuant to such notice of meeting (i) by or at the
direction of the Board of Directors or (ii) by any shareowner of the Corporation
who (A) is a  shareowner  of  record  at the time of  giving  of such  notice of
meeting, (B) is entitled to vote at the meeting and (C) complies with the notice
procedures set forth in this Section 3.14.  Any shareowner  desiring to nominate
persons for election to the Board of Directors at such a Special  Meeting  shall
cause a written notice to be received by the Secretary of the Corporation at the
principal  offices of the Corporation not earlier than ninety days prior to such
Special Meeting and not later than the close of business on the later of (x) the
60th day prior to such Special Meeting and (y) the 10th day following the day on
which public  announcement is first made of the date of such Special Meeting and
of the  nominees  proposed  by the  Board of  Directors  to be  elected  at such
meeting.  Such written  notice shall be signed by the  shareowner  of record who
intends  to  make  the  nomination  (or  his  duly  authorized  proxy  or  other
representative),  shall bear the date of signature of such  shareowner (or proxy
or other  representative) and shall set forth: (A) the name and address, as they
appear on the  Corporation's  books, of such shareowner and the beneficial owner
or owners,  if any, on whose behalf the  nomination  is made;  (B) the class and
number  of  shares  of the  Corporation  which  are  beneficially  owned by such
shareowner  or  beneficial  owner or  owners;  (C) a  representation  that  such
shareowner is a holder of record of shares of the  Corporation  entitled to vote
at such  meeting  and  intends to appear in person or by proxy at the meeting to
make the


                                       10
<PAGE>


nomination  specified in the notice;  (D) the name and residence  address of the
person or persons to be nominated;  (E) a  description  of all  arrangements  or
understandings  between such  shareowner or beneficial  owner or owners and each
nominee and any other person or persons (naming such person or persons) pursuant
to  which  the  nomination  is to be made by such  shareowner;  (F)  such  other
information  regarding  each  nominee  proposed by such  shareowner  as would be
required to be disclosed in solicitations of proxies for elections of directors,
or would be  otherwise  required  to be  disclosed,  in each  case  pursuant  to
Regulation 14A under the Exchange Act,  including any information  that would be
required to be included in a proxy  statement  filed  pursuant to Regulation 14A
had the nominee been  nominated by the Board of  Directors;  and (G) the written
consent  of each  nominee  to be  named in a proxy  statement  and to serve as a
director of the Corporation if so elected.

       (c) General.

              (i)  Only  persons  who  are  nominated  in  accordance  with  the
       procedures  set forth in this  Section 3.14 shall be eligible to serve as
       directors.  Only such business shall be conducted at an Annual Meeting or
       Special  Meeting  as shall  have been  brought  before  such  meeting  in
       accordance  with the  procedures  set  forth in this  Section  3.14.  The
       chairman  of the  meeting  shall  have the  power  and duty to  determine
       whether a nomination  or any business  proposed to be brought  before the
       meeting  was made in  accordance  with the  procedures  set forth in this
       Section  3.14 and,  if any  proposed  nomination  or  business  is not in
       compliance  with this  Section  3.14,  to  declare  that  such  defective
       proposal shall be disregarded.

              (ii) For  purposes of this  Section  3.14,  "public  announcement"
       shall mean  disclosure in a press release  reported by the Dow Jones News
       Service,  Associated  Press or  comparable  national news service or in a
       document  publicly  filed  by the  Corporation  with the  Securities  and
       Exchange  Commission  pursuant to Section 13, 14 or 15(d) of the Exchange
       Act.

              (iii)  Notwithstanding  the  foregoing  provisions of this Section
       3.14, a shareowner shall also comply with all applicable  requirements of
       the Exchange Act and the rules and regulations thereunder with respect to
       the matters set forth in this Section 3.14.  Nothing in this Section 3.14
       shall  be  deemed  to  limit  the  Corporation's  obligation  to  include
       shareowner proposals in its proxy statement if such inclusion is required
       by Rule 14a-8 under the Exchange Act.

                                   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.


                                       11
<PAGE>

       Section  4.2 NUMBER.  CLASSES & TERM.  - The number of  Directors  of the
Corporation  shall be fifteen (15).  The Directors of the  Corporation  shall be
divided into three  classes,  hereinafter  referred to as "Class I," "Class II,"
and "Class III" with each class having five (5)  Directors.  The initial Class I
Directors shall consist of two (2) directors  selected by each of IES Industries
Inc.  ("IES") and WPL Holdings Inc.  ("WPLH") and one (1) selected by Interstate
Power Company  ("IPC");  the initial Class II Directors shall consist of two (2)
directors  selected by each of IES and WPLH and one (1) selected by IPC; and the
initial Class III Directors shall consist of two (2) directors  selected by each
of IES and WPLH and one (1)  selected  from  IPC.  The  initial  term of Class I
Directors  shall  expire at the  first  annual  meeting  of  Shareowners  of the
Corporation,  the initial term of Class II Directors  shall expire at the second
annual meeting of Shareowners of the  Corporation  and the initial term of Class
III Directors  shall expire at the third annual  meeting of  Shareowners  of the
Corporation.

       At each  annual  shareowner  meeting  after the first  annual  shareowner
meeting, directors to replace those of a Class whose terms expire at such annual
meeting  shall be  elected  to hold  office  until the third  succeeding  annual
meeting and until their respective successors shall have been duly qualified and
elected.  If the number of  directors is hereafter  changed,  any newly  created
directorships  or decrease in  directorships  shall be so apportioned  among the
classes as to make all classes as nearly equal in number as is practicable.

       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.

       Section 4.5  QUALIFICATIONS  AND REMOVAL. - No person who has attained 71
years of age shall be  eligible  for  election  or  re-election  to the Board of
Directors.  Any Director who has  attained  seventy-one  (71) years of age shall
resign from the Board of Directors  effective  as of the next annual  Meeting of
Shareowners.  For a period  of five (5) years  following  the  formation  of the
Corporation, no person, except any of the initial Directors selected pursuant to
Section 4.2 hereof,  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


                                       12
<PAGE>


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.

       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:

                                       13
<PAGE>

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

              (ii)  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
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

                                       14
<PAGE>

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  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.

                                       15
<PAGE>

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.

                                   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 


                                       16
<PAGE>

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  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 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 

                                       17
<PAGE>

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 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 fact (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 

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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.

       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 3.12 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 3.12 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.


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       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.

                                  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.


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       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.

       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.

                                   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.

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       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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