EXHIBIT 3.4

                                    BYLAWS
                                      OF
                      WISCONSIN POWER AND LIGHT COMPANY
                        Effective as of March 15, 2000


                                  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.
<PAGE>

      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  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.
<PAGE>

      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.

      (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.
<PAGE>

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.

      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.
<PAGE>

      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
thirteen  (13).  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.

      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

<PAGE>

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.

      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.
<PAGE>

      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
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.
<PAGE>

      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.

                                  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.
<PAGE>

      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  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.
<PAGE>

      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  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

<PAGE>

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  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.

                                 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

<PAGE>

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 March 15, 2000.

      IN  WITNESS  WHEREOF,  I have  hereunto  set my  hand  and  affixed  the
corporate seal of said Company this  ____________ day of  ___________________,
_______.




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