EXHIBIT 3.6
                              BYLAWS
                                OF
                        IES UTILITIES INC.
                 Effective as of January 30, 2001


                             ARTICLE I
                              OFFICES

      Section  1.1   PRINCIPAL   AND   BUSINESS   OFFICES.   -  The
principal  office shall be in the City of Cedar  Rapids,  County of
Linn,  State of Iowa.  The  Corporation  may  have  other  offices,
either  within  or  without  the  State of Iowa,  at such  place or
places as the Board of  Directors  may from time to time appoint or
the business of the Corporation may require.

      Section 1.2 REGISTERED  OFFICE.  - The  registered  office of
the  Corporation  required by the Iowa Business  Corporation Act to
be  maintained  in the  State  of Iowa  may  be,  but  need  not be
identical  with the principal  office in the State of Iowa, and the
address of the  registered  office may be changed from time to time
by the Board of Directors


                            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,  IOWA."  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 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.
<PAGE>

      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.

      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.  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 less
than ten (10) days nor 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/her  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 meeting.

      Section 3.8  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
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  3.9 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.
<PAGE>

      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.


                            ARTICLE IV
                        BOARD OF DIRECTORS

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

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

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

      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 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 Iowa, whether in person or by  telecommunications,  as
the place for holding any special meeting.
<PAGE>

      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
<PAGE>

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 Iowa  Business  Corporation  Act  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.  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.
<PAGE>

      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  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 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.
<PAGE>

      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.

      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
<PAGE>

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.

<PAGE>

                            ARTICLE VII
            CERTIFICATES FOR SHARES AND THEIR TRANSFER

      Section  7.1  CERTIFICATES  FOR  SHARES.  - Each  certificate
representing  shares of the  Corporation  shall state upon the face
(a) that the  Corporation is organized  under the laws of the State
of  Iowa,  (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.

      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
<PAGE>

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 the Iowa  Business
Corporation  Act,  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  Iowa
Business  Corporation Act 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.

<PAGE>

                            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.

      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 by 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
<PAGE>

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 Iowa  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.


<PAGE>


      I,  __________________,  do hereby certify that I am the duly
elected  and  acting   __________   Corporate   Secretary   of  IES
Utilities  Inc., an Iowa  corporation,  organized under the laws of
the  State,  and that I have  access to the  corporate  records  of
said Company,  and as such officer,  I do further  certify that the
foregoing Bylaws were adopted as of January 30 2001.

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



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