EXHIBIT 3.4
                                     BYLAWS
                                       OF
                        WISCONSIN POWER AND LIGHT COMPANY
                        Effective as of January 20, 1999


                                    ARTICLE I
                                     OFFICES

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

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

                                   ARTICLE II
                                      SEAL

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

                                   ARTICLE III
                                   SHAREOWNERS

       Section 3.1. ANNUAL MEETING. - The Annual Meeting of 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.


<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 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


                                       2
<PAGE>


at a place  identified in the meeting  notice in the city where the meeting will
be held.  The  Corporation  shall make the  shareowners'  list  available at the
meeting and any  shareowner or his agent or attorney may inspect the list at any
time the meeting or any adjournment thereof.

       Section 3.6 QUORUM AND VOTING REQUIREMENTS.  - Shares entitled to vote as
a  separate  voting  group may take  action  on a matter at a meeting  only if a
quorum of those shares  exists with  respect to that  matter.  A majority of the
outstanding  shares  entitled to vote on a matter,  represented  in person or by
proxy,  shall constitute a quorum for action on that matter. If a quorum exists,
except in the case of the  election of  directors,  action on a matter  shall be
approved if the votes cast  favoring the action  exceed the votes cast  opposing
the  action,  unless the  Corporation's  Articles  of  Incorporation,  any Bylaw
adopted  under  authority  granted in the Articles of  Incorporation  or statute
requires a greater number of affirmative votes.  Directors shall be elected by a
plurality  of the votes cast by the shares  entitled to vote in the  election of
directors  at a meeting at which a quorum is present.  Though less than a quorum
of the outstanding  votes are represented at a meeting,  a majority of the votes
so represented may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be  transacted  which might have been  transacted at the meeting as
originally notified.

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

       Section  3.8  PROXIES.  - 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 

                                       3
<PAGE>

or proxy as the Bylaws of such corporation may prescribe,  or, in the absence of
such provision, as the Board of Directors of such corporation may determine.

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

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

       A pledgee,  beneficial owner, or  attorney-in-fact  of the shares held in
the name of a shareholder shall be entitled to vote such shares. The Corporation
may request evidence of such  signatory's  authority to sign for the shareholder
with respect to the vote, consent, waiver, or proxy appointment.

       Neither  treasury  shares nor shares  held by another  corporation,  if a
majority of the shares  entitled to vote for the  election of  Directors of such
other  corporation is held by the Corporation,  shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time.

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

                                      4
<PAGE>

Shareowners of the Corporation and the initial term of Class III Directors shall
expire at the third annual meeting of Shareowners of the Corporation.

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

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

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

       Section 4.5  QUALIFICATIONS  AND REMOVAL. - No person who has attained 71
years of age shall be  eligible  for  election  or  re-election  to the Board of
Directors.  Any Director who has  attained  seventy-one  (71) years of age shall
resign from the Board of Directors  effective  as of the next annual  Meeting of
Shareowners.  For a period  of five (5) years  following  the  formation  of the
Corporation, no person, except any of the initial Directors selected pursuant to
Section 4.2 hereof,  who is an executive  officer or employee of the Corporation
or any of its  subsidiaries  shall be  eligible  to serve as a  Director  of the
Corporation;  provided,  however, that any individual serving as Chief Executive
Officer of the  Corporation  shall be  eligible  to serve as a  Director  of the
Corporation.  In the event the Chief  Executive  Officer resigns or retires from
his  or  her  office  or  employment  with  the  Corporation,  he or  she  shall
simultaneously submit his or her resignation from the Board of Directors. In the
event that the Chief Executive  Officer is removed from his or her office by the
Board of Directors,  or is  involuntarily  terminated  from  employment with the
Corporation,  he or she shall simultaneously  submit his or her resignation from
the Board of  Directors.  In the 


                                       5
<PAGE>

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
shall  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:


                                       6
<PAGE>

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

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

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

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

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

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


                                       7
<PAGE>

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.


                                       8
<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.



                                       9
<PAGE>

                                   ARTICLE VI
                                    OFFICERS

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

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

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

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

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

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


                                       10
<PAGE>

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 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


                                       11
<PAGE>

commonly incidental to the office of Treasurer,  or as may be prescribed for him
or her by the President or by the Board of Directors.

       Section  6.9  CONTROLLER.   -  The  Controller  shall  be  the  principal
accounting Officer of the Corporation.  He or she shall have general supervision
over the books of  accounts  of the  Corporation.  He or she shall  examine  the
accounts  of all  Officers  and  employees  from  time to time  and as  often as
practicable, and shall see that proper returns are made of all receipts from all
sources. All bills, properly made in detail and certified, shall be submitted to
him or her, and he or she shall audit and approve the same if found satisfactory
and correct,  but he or she shall not approve any voucher unless charges covered
by the voucher have been previously approved through work orders, requisition or
otherwise by the head of the department in which it originated,  or unless he or
she shall be otherwise  satisfied of its  propriety and  correctness.  He or she
shall  have full  access to all  minutes,  contracts,  correspondence  and other
papers and records of the  Corporation  relating to its  business  matters,  and
shall be  responsible  for the  custody  of such  books and  documents  as shall
naturally  belong in the custody of the Controller and as shall be placed in his
or her custody by the  President or by the Board of  Directors.  The  Controller
shall have such other powers and duties as are commonly incidental to the office
of Controller, or as may be prescribed for him or her by the President or by the
Board of Directors.

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

                                   ARTICLE VII
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

       Section 7.1  CERTIFICATES  FOR SHARES.  - Each  certificate  representing
shares of the Corporation  shall state upon the fact (a) that the Corporation is
organized  under the laws of the State of Wisconsin,  (b) the name of the person
to whom issued,  (c) the number and class of shares,  and the designation of the
series, if any, which such certificate represents, and (d) the par value of each
share,  if any,  and each such  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

                                       12
<PAGE>

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  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 

                                       13
<PAGE>

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 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,


                                       14
<PAGE>


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 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.


                                       15
<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.

Wplbylws.doc
2/9/99


--------------------------------------------------------------------------------

       I,  ,  do  hereby   certify  that  I  am  the  duly  elected  and  acting
_______________  Corporate  Secretary of Wisconsin  Power and Light  Company,  a
Wisconsin  corporation,  organized under the laws of the State,  and that I have
access to the  corporate  records of said  Company,  and as such  officer,  I do
further certify that the foregoing Bylaws were adopted as of January 20, 1999.

       IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal of said Company this ____________ day of ___________________, 19____.




                                                --------------------------------



                                       16