EXHIBIT 3.2

                              BYLAWS
                                OF
                    ALLIANT ENERGY CORPORATION
                 Effective as of January 30, 2001


                                   ARTICLE I
                                    OFFICES

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

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



                                   ARTICLE II
                                      SEAL

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



                                  ARTICLE III
                                   SHAREOWNERS

Section 3.1     ANNUAL  MEETING.   -  The  annual  meeting  of  the
shareowners  (the "Annual  Meeting") shall be held at such date and
time  as  the  Board  of  Directors  may  determine.  In  fixing  a
meeting date for any Annual  Meeting,  the Board of  Directors  may
consider  such factors as it deems  relevant  within the good faith
exercise of its  business  judgment.  At each Annual  Meeting,  the
shareowners  shall  elect  that  number of  directors  equal to the
number of  directors  in the class  whose term  expires at the time
of such meeting.  At any such Annual  Meeting,  only other business
properly  brought  before the meeting in  accordance  with  Section
3.14  of  these  Bylaws  may  be  transacted.  If the  election  of
directors  shall not be held on the date fixed as herein  provided,
for any Annual Meeting,  or any adjournment  thereof,  the Board of
Directors  shall  cause  the  election  to  be  held  at a  special
meeting of  shareowners  (a "Special  Meeting") as soon  thereafter
as is practicable.
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(e)   The   Corporation   may  engage   regionally   or  nationally
recognized  independent  inspectors of elections to act as an agent
of the  Corporation  for  the  purpose  of  promptly  performing  a
ministerial  review  of  the  validity  of  any  purported  written
demand  or  demands   for  a  Special   Meeting   received  by  the
Secretary.   For  the  purpose  of  permitting  the  inspectors  to
perform  such review,  no purported  demand shall be deemed to have
been  delivered  to the  Corporation  until the earlier of (i) five
Business   Days   following   receipt  by  the  Secretary  of  such
purported  demand and (ii) such date as the independent  inspectors
certify to the Corporation  that the valid demands  received by the
Secretary  represent  at least 10% of all the votes  entitled to be
cast  on  each  issue  proposed  to be  considered  at the  Special
Meeting.  Nothing  contained  in this  paragraph  (f)  shall in any
way be  construed  to suggest or imply that the Board of  Directors
or any  shareowner  shall not be entitled  to contest the  validity
of any  demand,  whether  during or after  such five  Business  Day
period,   or  to  take  any  other   action   (including,   without
limitation,  the  commencement,   prosecution  or  defense  of  any
litigation with respect thereto).
<PAGE>

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

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

Section 3.4     NOTICE OF  MEETINGS - Written  notice  stating  the
date,  time  and  place  of any  meeting  of  shareowners  shall be
delivered  not  less  than ten days  nor  more  than  seventy  days
before the date of the meeting  (unless a different  time period is
provided  by  the  Wisconsin   Business   Corporation  Law  or  the
Articles of  Incorporation),  either  personally  or by mail, by or
at the direction of the Chief  Executive  Officer or the Secretary,
to each  shareowner of record  entitled to vote at such meeting and
to  such  other  persons  as  required  by the  Wisconsin  Business
Corporation  Law.  In the  event  of any  Demand  Special  Meeting,
such  notice of  meeting  shall be sent not more than  thirty  days
after  the  Delivery  Date.  For  purposes  of  this  Section  3.4,
notice by  "electronic  transmission"  (as such term is  defined in
Section  180.0103(7m) of the Wisconsin  Business  Corporation Law")
shall be  deemed  to  constitute  written  notice.  Written  notice
pursuant to this  Section 3.4 shall be deemed to be  effective  (a)
when mailed,  if mailed postpaid and addressed to the  shareowner's
address shown in the  Corporation's  current  record of shareowners
or (b)  when  electronically  transmitted  to the  shareowner  in a
manner  authorized by the  shareowner.  Unless  otherwise  required
by the  Wisconsin  Business  Corporation  Law or  the  Articles  of
Incorporation,  a notice of an Annual  Meeting  need not  include a
description  of the  purpose  for which the  meeting is called.  In
the case of any Special  Meeting,  (i) the notice of meeting  shall
describe  any  business  that the  Board of  Directors  shall  have
theretofore  determined  to bring  before the  meeting  and (ii) in
the case of a Demand  Special  Meeting,  the notice of meeting  (A)
shall  describe any business set forth in the  statement of purpose
of the  demands  received by the  Corporation  in  accordance  with
Section  3.2 of  these  Bylaws  and (B)  shall  contain  all of the
information  required in the notice  received by the Corporation in
accordance  with  Section  3.14(b)  of these  Bylaws.  If an Annual
Meeting or Special  Meeting is adjourned to a different  date, time
or place,  the Corporation  shall not be required to give notice of
the new  date,  time or  place  if the new  date,  time or place is
announced at the meeting  before  adjournment;  provided,  however,
that if a new Meeting  Record Date for an  adjourned  meeting is or
must be fixed,  the Corporation  shall give notice of the adjourned
meeting  to  persons  who are  shareowners  as of the  new  Meeting
Record Date.
<PAGE>

Section 3.5     WAIVER  OF  NOTICE - A  shareowner  may  waive  any
notice  required by the  Wisconsin  Business  Corporation  Law, the
Articles  of  Incorporation  or these  Bylaws  before  or after the
date  and  time  stated  in the  notice.  The  waiver  shall  be in
writing  and  signed  by the  shareowner  entitled  to the  notice,
contain the same  information  that would have been required in the
notice  under  applicable  provisions  of  the  Wisconsin  Business
Corporation  Law  (except  that the time and place of meeting  need
not be stated) and be delivered to the  Corporation  for  inclusion
in  the  corporate  records.  A  shareowner's   attendance  at  any
Annual Meeting or Special  Meeting,  in person or by proxy,  waives
objection  to  all  of  the  following:   (a)  lack  of  notice  or
defective  notice of the  meeting,  unless  the  shareowner  at the
beginning  of the  meeting  or  promptly  upon  arrival  objects to
holding the meeting or  transacting  business at the  meeting;  and
(b)  consideration  of a  particular  matter at the meeting that is
not within the  purpose  described  in the meeting  notice,  unless
the  shareowner  objects  to  considering  the  matter  when  it is
presented.

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

Section 3.7     SHAREOWNER  LIST.  -  The  Corporation  shall  have
available,  beginning  two (2) days after the notice of the meeting
is given for  which the list was  prepared  and  continuing  to the
date  of  the  meeting,   a  complete  record  of  each  shareowner
entitled  to vote  at such  meeting,  or any  adjournment  thereof,
showing   the  address  of  and  number  of  shares  held  by  each
shareowner.   The   shareowner   list   shall  be   available   for
inspection by any  shareowner  during normal  business hours at the
Corporation's  principal  office  or at a place  identified  in the
meeting  notice in the city  where the  meeting  will be held.  The
Corporation  shall  make the  shareowners'  list  available  at the
meeting and any  shareowner  or his agent or  attorney  may inspect
the list at any time the meeting or any adjournment thereof.
<PAGE>

Section 3.8     QUORUM AND VOTING REQUIREMENTS.

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

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

Section 3.9     CONDUCT OF MEETING.  - The Chairperson of the Board
shall  preside at each  meeting of  shareowners.  In the absence of
the  Chairperson  of the  Board,  such  persons,  in the  following
order,  shall act as chair of the meeting;  the Vice Chairperson of
the Board,  the Chief Executive  Officer,  the President,  any Vice
President,  and the Director in attendance  with the longest tenure
in  that  office.  The  Secretary,   or  if  absent,  an  Assistant
Secretary,   of  the  Company   shall  act  as  Secretary  of  each
shareowner meeting.
<PAGE>

Section 3.10    PROXIES.   -  At  any  Annual  Meeting  or  Special
Meeting,  a shareowner  entitled to vote may vote his or her shares
in  person  or by  proxy.  A  shareowner  entitled  to  vote  at an
Annual Meeting or Special  Meeting may authorize  another person to
act  for  the   shareowner  by  appointing  the  person  as  proxy.
Without  limiting  the manner in which a  shareowner  may appoint a
proxy,  a  shareowner  or  the  shareowner's   authorized  officer,
director,  employee,  agent or attorney-in-fact  may use any of the
following as a valid means to make such an appointment:

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

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

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

Section 3.11    VOTING  OF  SHARES.  - Except  as  provided  in the
Articles  of  Incorporation  or  statute,  each  outstanding  share
entitled  to vote  shall  be  entitled  to one (1) vote  upon  each
matter submitted to a vote at a meeting of shareowners.

Section 3.12    VOTING  OF  SHARES  BY  CERTAIN  HOLDERS.  - Shares
standing  in the name of another  corporation  may be voted by such
officer,  agent or  proxy as the  Bylaws  of such  corporation  may
prescribe,  or, in the absence of such  provision,  as the Board of
Directors of such corporation may determine.


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

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

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

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

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

Section 3.14    NOTICE OF SHAREOWNER BUSINESS AND NOMINATI0ON OF
DIRECTORS.

(a)   Annual Meetings.
      -----------------

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

(ii)  For  nominations  or other  business to be  properly  brought
      before an Annual  Meeting by a  shareowner  pursuant  to
      clause (C) of  paragraph  (a)(i) of this  Section  3.14,
      the shareowner  must have given timely notice thereof in
      writing  to  the  Secretary  of the  Corporation.  To be
      timely,  a shareowner's  notice shall be received by the
      Secretary of the  Corporation  at the principal  offices
      of the  Corporation not later than the earlier of (A) 45

<PAGE>

      days in advance  of the first  annual  anniversary  (the
      "Anniversary  Date")  of  the  date  set  forth  in  the
      Corporation's  proxy  statement  for  the  prior  year's
      Annual  Meeting  as the  date on which  the  Corporation
      first mailed  definitive  proxy  materials for the prior
      year's Annual  Meeting and (B) the later of (x) the 70th
      day prior to such  Annual  Meeting  and (y) the 10th day
      following  the day on which public  announcement  of the
      date of such  meeting is first made.  Such  shareowner's
      notice shall be signed by the  shareowner  of record who
      intends to make the  nomination  or introduce  the other
      business  (or  his  duly   authorized   proxy  or  other
      representative),  shall  bear the date of  signature  of
      such shareowner (or proxy or other  representative)  and
      shall  set  forth:  (A) the  name and  address,  as they
      appear on this  Corporation's  books, of such shareowner
      and the  beneficial  owner or owners,  if any,  on whose
      behalf  the  nomination  or  proposal  is made;  (B) the
      class and number of shares of the Corporation  which are
      beneficially  owned  by such  shareowner  or  beneficial
      owner  or  owners;   (C)  a  representation   that  such
      shareowner  is a  holder  of  record  of  shares  of the
      Corporation   entitled  to  vote  at  such  meeting  and
      intends  to appear in person or by proxy at the  meeting
      to make the  nomination or introduce the other  business
      specified  in  the  notice;  (D)  in  the  case  of  any
      proposed  nomination  for election or  re-election  as a
      director,  (I) the name  and  residence  address  of the
      person or persons to be  nominated,  (II) a  description
      of  all  arrangements  or  understandings  between  such
      shareowner  or  beneficial  owner  or  owners  and  each
      nominee  and any other  person or persons  (naming  such
      person or persons)  pursuant to which the  nomination is
      to  be  made  by  such  shareowner,   (III)  such  other
      information  regarding  each  nominee  proposed  by such
      shareowner  as  would be  required  to be  disclosed  in
      solicitations of proxies for elections of directors,  or
      would be  otherwise  required to be  disclosed,  in each
      case pursuant to Regulation  14A under the Exchange Act,
      including any  information  that would be required to be
      included  in  a  proxy   statement   filed  pursuant  to
      Regulation  14A had the nominee  been  nominated  by the
      Board of Directors and (IV) the written  consent of each
      nominee  to be named in a proxy  statement  and to serve
      as a director of the Corporation if so elected;  and (E)
      in the case of any other  business that such  shareowner
      proposes  to  bring  before  the  meeting,  (I) a  brief
      description  of  the  business  desired  to  be  brought
      before the  meeting  and,  if such  business  includes a
      proposal  to amend  these  Bylaws,  the  language of the
      proposed   amendment,   (II)   such   shareowner's   and
      beneficial  owner's or owners'  reasons  for  conducting
      such  business  at the  meeting  and (III) any  material
      interest  in  such  business  of  such   shareowner  and
      beneficial owner or owners.

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

(b)   Special  Meetings.  Only such business  shall be conducted at
      ------------------
a Special  Meeting  as shall have been  described  in the notice of
meeting  sent to  shareowners  pursuant  to  Section  3.4 of  these
Bylaws.  Nominations  of  persons  for  election  to the  Board  of
Directors may be made at a Special  Meeting at which  directors are
to be elected  pursuant  to such notice of meeting (i) by or at the
direction of the Board of Directors  or (ii) by any  shareowner  of
the  Corporation  who (A) is a shareowner  of record at the time of
giving of such  notice of  meeting,  (B) is entitled to vote at the
meeting and (C) complies  with the notice  procedures  set forth in
this Section  3.14.  Any  shareowner  desiring to nominate  persons
for election to the Board of  Directors  at such a Special  Meeting
shall cause a written  notice to be received  by the  Secretary  of
the  Corporation at the principal  offices of the  Corporation  not
earlier  than  ninety  days prior to such  Special  Meeting and not
later than the close of  business  on the later of (x) the 60th day
prior to such Special  Meeting and (y) the 10th day  following  the
day on  which  public  announcement  is  first  made of the date of
such Special  Meeting and of the nominees  proposed by the Board of
Directors  to be  elected  at such  meeting.  Such  written  notice
shall be signed by the  shareowner  of record  who  intends to make
the   nomination   (or  his   duly   authorized   proxy   or  other
representative),   shall  bear  the  date  of   signature  of  such
shareowner  (or  proxy  or  other  representative)  and  shall  set
forth:   (A)  the  name  and   address,   as  they  appear  on  the
Corporation's  books, of such  shareowner and the beneficial  owner
or owners,  if any, on whose  behalf the  nomination  is made;  (B)
the  class  and  number  of  shares  of the  Corporation  which are
beneficially  owned  by such  shareowner  or  beneficial  owner  or
owners;  (C) a  representation  that such shareowner is a holder of
record  of  shares  of the  Corporation  entitled  to  vote at such
meeting  and  intends  to  appear  in  person  or by  proxy  at the
meeting to make the  nomination  specified  in the notice;  (D) the
name  and  residence  address  of  the  person  or  persons  to  be
nominated;    (E)   a   description   of   all    arrangements   or
understandings  between  such  shareowner  or  beneficial  owner or
owners and each  nominee  and any other  person or persons  (naming
such person or persons)  pursuant to which the  nomination is to be
made by such  shareowner;  (F)  such  other  information  regarding
each nominee  proposed by such  shareowner  as would be required to
be  disclosed  in   solicitations   of  proxies  for  elections  of
directors,  or would be  otherwise  required  to be  disclosed,  in
each case  pursuant  to  Regulation  14A under  the  Exchange  Act,
including  any  information  that would be  required to be included
in a proxy  statement  filed  pursuant  to  Regulation  14A had the
nominee  been  nominated  by the  Board of  Directors;  and (G) the
written  consent of each  nominee to be named in a proxy  statement
and to serve as a director of the Corporation if so elected.

(c)   General.
      --------

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

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

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



                                   ARTICLE IV
                               BOARD OF DIRECTORS

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

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

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

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

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

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

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

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

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

Section 4.10    MEETING PARTICIPATION.

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

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

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

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

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

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

Section 4.12    PRESUMPTION   OF  ASSENT.   -  A  Director  of  the
Corporation  who is present at a meeting of the Board of  Directors
at  which  action  on  any  corporate  matter  is  taken  shall  be
presumed  to have  assented  to the  action  taken  unless  (a) the
Director  objects at the  beginning of the meeting or promptly upon
arrival to the holding of or  transacting  business at the meeting,
(b) the  Director's  dissent or abstention  shall be entered in the
minutes  of the  meeting,  (c) the  Director  shall  file a written
dissent or  abstention  to such action with the  presiding  officer
of the  meeting  before the  adjournment  thereof or shall  forward
such dissent or abstention  by registered or certified  mail to the
Secretary of the Corporation  immediately  after the adjournment of
the  meeting,  or (d) the Director  shall file a written  notice to
the  Secretary of the  Corporation  promptly  after  receiving  the
minutes  of the  meeting  that  the  minutes  failed  to  show  the
Director's  dissention  or abstention  from the action taken.  Such
right to  dissent  or  abstain  shall not apply to a  Director  who
voted in favor of such action.
<PAGE>

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

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



                                   ARTICLE V
                                   COMMITTEES

Section 5.1     COMMITTEES.  -  The  Board  of  Directors  may,  by
resolution  passed  by a  majority  of the whole  Board,  designate
from  their  number  various   Committees  from  time  to  time  as
corporate  needs may  dictate.  The  Committees  may make their own
rules of  procedure  and shall meet where and as  provided  by such
rules,  or by resolution  of the Board of Directors.  A majority of
the  members of the  Committee  shall  constitute  a quorum for the
transaction  of  business.   Each  Committee   shall  keep  regular
minutes  of its  meetings  and  report  the  same to the  Board  of
Directors  when  required.  The  Committee may be authorized by the
Board of Directors to perform  specified  functions,  except that a
committee  may  not  do  any  of  the   following:   (a)  authorize
distributions;  (b) approve or propose to  shareowners  action that
the Wisconsin  Business  Corporation Law requires to be approved by
shareowners;  (c) fill  vacancies  on the Board of  Directors,  or,
unless  the  Board  of  Directors   provides  by  resolution   that
vacancies on a committee  shall be filled by the  affirmative  vote
of the remaining  committee  members,  on any Board committee;  (d)
amend the  Corporation's  Articles  of  Incorporation;  (e)  adopt,
amend  or  repeal  bylaws;   (f)  approve  a  plan  of  merger  not
requiring   shareowner   approval;   (g)   authorize   or   approve
reacquisition  of shares,  except  according to a formula or method
prescribed  by  the  Board  of  Directors;  and  (h)  authorize  or
approve  the  issuance  or sale or  contract  for sale of shares or
determine the  designation  and relative  rights,  preferences  and
limitations  of a class or series of shares,  except that the Board
of  Directors  may  authorize  a committee  to do so within  limits
prescribed by the Board of Directors.
<PAGE>

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

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

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

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



                                   ARTICLE VI
                                    OFFICERS

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

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

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

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

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

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

required  for  meetings  of   shareowners   and  of  the  Board  of
Directors.  He or she shall be  responsible  for the custody of the
stock  books of the  Corporation  and shall keep a suitable  record
of  the  addresses  of  shareowners.   He  or  she  shall  also  be
responsible  for the  collection,  custody and  disbursement of the
funds  received  for  dividend  reinvestment.  He or she shall sign
stock  certificates,  bonds and mortgages,  and all other documents
and  papers  to which  his or her  signature  may be  necessary  or
appropriate,  shall  affix  the  seal  of  the  Corporation  to all
instruments  requiring  the seal,  and shall have such other powers
and duties as are commonly  incidental  to the office of Secretary,
or as may be  prescribed  for him or her by the President or by the
Board of Directors.

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

Section 6.9     CONTROLLER.   -  The   Controller   shall   be  the
principal  accounting  Officer of the Corporation.  He or she shall
have  general  supervision  over  the  books  of  accounts  of  the
Corporation.   He  or  she  shall   examine  the  accounts  of  all
Officers  and  employees   from  time  to  time  and  as  often  as
practicable,  and shall  see that  proper  returns  are made of all
receipts  from all  sources.  All  bills,  properly  made in detail
and  certified,  shall be  submitted  to him or her,  and he or she
shall  audit  and  approve  the  same  if  found  satisfactory  and
correct,  but  he or she  shall  not  approve  any  voucher  unless
charges  covered  by the  voucher  have  been  previously  approved
through  work orders,  requisition  or otherwise by the head of the
department  in which it  originated,  or  unless he or she shall be
otherwise  satisfied of its  propriety and  correctness.  He or she
shall have full access to all  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  Wisconsin,  (b) the name of the person to whom issued,  (c) the
number and class of shares,  and the designation of the series,  if
any, which such  certificate  represents,  and (d) the par value of
each share,  if any, and each such  certificate  shall otherwise be
in such  form as shall be  determined  by the  Board of  Directors.
Such  certificates  shall be signed by the  Chairman  of the Board,
or  the  Chief  Executive  Officer  or  the  President  and  by the
Secretary  or an Assistant  Secretary  and shall be sealed with the
corporate  seal or a  facsimile  thereof.  The  signatures  of such
officers  upon a certificate  may be facsimiles if the  certificate
is  manually  signed on behalf of a transfer  agent and  registrar.
In case any  officer or other  authorized  person who has signed or
whose  facsimile  signature  has been placed upon such  certificate
for  the  Corporation  shall  have  ceased  to be such  officer  or
employee or agent  before  such  certificate  is issued,  it may be
issued by the  Corporation  with the same  effect as if such person
where an  officer  or  employee  or agent at the date of its issue.
Each  certificate  for shares  shall be  consecutively  numbered or
otherwise identified.

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

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

           Subject to the  provisions  of  Section  3.12 of Article
III of these  Bylaws,  the person in whose name shares stand on the
books of the  Corporation  shall be treated by the  Corporation  as
the owner thereof for all purposes,  including all rights  deriving
from  such  shares,  and the  Corporation  shall  not be  bound  to
recognize  any  equitable  or other claim to, or interest  in, such
shares or rights  deriving  from  such  shares,  on the part of any
other   person,   including   (without   limitation)  a  purchaser,
assignee or  transferee  of such shares,  or rights  deriving  from
such   shares,   unless   and  until  such   purchaser,   assignee,

<PAGE>

transferee  or other  person  becomes  the  record  holder  of such
shares,  whether or not the  Corporation  shall have either  actual
or   constructive   notice  of  the  interest  of  such  purchaser,
assignee,  transferee or other  person.  Except as provided in said
Section 3.12 hereof,  no such  purchaser,  assignee,  transferee or
other  person  shall be entitled to receive  notice of the meetings
of  shareholders,   to  vote  at  such  meetings,  to  examine  the
complete record of the  shareholders  entitled to vote at meetings,
or  to  own,  enjoy  or  exercise  any  other  property  or  rights
deriving  from such  shares  against  the  Corporation,  until such
purchaser,  assignee,  transferee  or other  person  has become the
record holder of such shares.

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

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.
<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 be resolution prescribe.

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


                                   ARTICLE X
                          AMENDMENT OR REPEAL OF BYLAWS

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

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


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


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

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




                               ___________________________________