UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the quarterly period ended March 31, 2002
                                     --------------

                                      or

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from _______ to _______

<TABLE>
<CAPTION>

Commission        Name of Registrant, State of Incorporation,                                               IRS Employer
File Number       Address of Principal Executive Offices and Telephone Number                      Identification Number
-----------       -----------------------------------------------------------                      ---------------------
<S>                         <C>                                                                                  <C>
1-9894            ALLIANT ENERGY CORPORATION                                                                  39-1380265
                  (a Wisconsin corporation)
                  4902 N. Biltmore Lane
                  Madison, Wisconsin 53718
                  Telephone (608)458-3311

0-4117-1          INTERSTATE POWER AND LIGHT COMPANY                                                          42-0331370
                  (an Iowa corporation)
                  Alliant Energy Tower
                  Cedar Rapids, Iowa 52401
                  Telephone (319)786-4411

0-337             WISCONSIN POWER AND LIGHT COMPANY                                                           39-0714890
                  (a Wisconsin corporation)
                  4902 N. Biltmore Lane
                  Madison, Wisconsin 53718
                  Telephone (608)458-3311

                  Former Address of Alliant Energy Corporation and Wisconsin Power and Light Company
                  ----------------------------------------------------------------------------------
                  222 West Washington Avenue
                  Madison, Wisconsin 53703
                  Telephone (608)252-3311

</TABLE>

Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject
to such filing requirements for the past 90 days.  Yes    X       No
                                                      --------      -------

This combined Form 10-Q is separately filed by Alliant Energy Corporation,
Interstate Power and Light Company and Wisconsin Power and Light Company.
Information contained in the quarterly report relating to Interstate Power
and Light Company and Wisconsin Power and Light Company is filed by such
registrant on its own behalf.  Each of Interstate Power and Light Company and
Wisconsin Power and Light Company makes no representation as to information
relating to registrants other than itself.

<TABLE>
<CAPTION>

Number of shares outstanding of each class of common stock as of April 30, 2002:
<S>                                                                 <C>
Alliant Energy Corporation                 Common stock, $0.01 par value, 90,292,143 shares outstanding

Interstate Power and Light Company         Common stock, $2.50 par value, 13,370,788 shares outstanding (all of which
                                           are owned beneficially and of record by Alliant Energy Corporation)

Wisconsin Power and Light Company          Common stock, $5 par value, 13,236,601 shares outstanding (all of which are
                                           owned beneficially and of record by Alliant Energy Corporation)

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS

                                                                                                     Page
                                                                                                     ----
<S>                  <C>                                                                              <C>
Part I.         Financial Information                                                                  4

     Item 1.    Consolidated Financial Statements                                                      4

                Alliant Energy Corporation:
                ---------------------------
                Consolidated Statements of Income for the Three Months Ended
                     March 31, 2002 and 2001                                                           4
                Consolidated Balance Sheets as of March 31, 2002 and December 31, 2001                 5
                Consolidated Statements of Cash Flows for the Three Months Ended
                     March 31, 2002 and 2001                                                           7
                Notes to Consolidated Financial Statements                                             8

                Interstate Power and Light Company:
                -----------------------------------
                Consolidated Statements of Income for the Three Months Ended
                     March 31, 2002 and 2001                                                          15
                Consolidated Balance Sheets as of March 31, 2002 and December 31, 2001                16
                Consolidated Statements of Cash Flows for the Three Months Ended
                     March 31, 2002 and 2001                                                          18
                Notes to Consolidated Financial Statements                                            19

                Wisconsin Power and Light Company:
                ----------------------------------
                Consolidated Statements of Income for the Three Months Ended
                     March 31, 2002 and 2001                                                          20
                Consolidated Balance Sheets as of March 31, 2002 and December 31, 2001                21
                Consolidated Statements of Cash Flows for the Three Months Ended
                     March 31, 2002 and 2001                                                          23
                Notes to Consolidated Financial Statements                                            24

     Item 2.    Management's Discussion and Analysis of Financial Condition and
                     Results of Operations                                                            25

     Item 3.    Quantitative and Qualitative Disclosures About Market Risk                            35

Part II.        Other Information                                                                     36

     Item 1.    Legal Proceedings                                                                     36

     Item 6.    Exhibits and Reports on Form 8-K                                                      36

                Signatures                                                                            37

</TABLE>

                                       2
<PAGE>

                                  DEFINITIONS

Certain abbreviations or acronyms used in the text and notes of this combined
Form 10-Q are defined below:

<TABLE>
<CAPTION>

Abbreviation or Acronym                       Definition
-----------------------                       ----------
<S>                                              <C>
Alliant Energy..............................  Alliant Energy Corporation
APB.........................................  Accounting Principles Board Opinion
ATC.........................................  American Transmission Company, LLC
Capstone....................................  Capstone Turbine Corporation
Cargill-Alliant.............................  Cargill-Alliant, LLC
Corporate Services..........................  Alliant Energy Corporate Services, Inc.
Dth.........................................  Dekatherm
Enermetrix..................................  Enermetrix, Inc.
EPA.........................................  U.S. Environmental Protection Agency
EPS.........................................  Earnings Per Average Common Share
FERC........................................  Federal Energy Regulatory Commission
IESU........................................  IES Utilities Inc.
IPC.........................................  Interstate Power Company
IP&L........................................  Interstate Power and Light Company
ISO.........................................  Independent System Operator
IUB.........................................  Iowa Utilities Board
McLeod......................................  McLeodUSA Incorporated
MD&A........................................  Management's Discussion and Analysis of Financial Condition and
                                              Results of Operations
MG&E........................................  Madison Gas & Electric Company
MW..........................................  Megawatt
MWh.........................................  Megawatt-hour
PSCW........................................  Public Service Commission of Wisconsin
PUHCA.......................................  Public Utility Holding Company Act of 1935
Resources...................................  Alliant Energy Resources, Inc.
RTO.........................................  Regional Transmission Organization
SEC.........................................  Securities and Exchange Commission
SFAS........................................  Statement of Financial Accounting Standards
SFAS 115....................................  Accounting for Certain Investments in Debt and Equity Securities
SFAS 133....................................  Accounting for Derivative Instruments and Hedging Activities
Southern Hydro..............................  Southern Hydro Partnership
TRANSLink...................................  TRANSLink Transmission Company LLC
U.S. .......................................  United States
Whiting.....................................  Whiting Petroleum Corporation
WP&L........................................  Wisconsin Power and Light Company
WUHCA.......................................  Wisconsin Utility Holding Company Act

</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                   PART I. FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                                     ALLIANT ENERGY CORPORATION
                           CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                                                                 For the Three Months Ended March 31,
                                                                         2002                2001
-----------------------------------------------------------------------------------------------------
                                                             (in thousands, except per share amounts)
<S>                                                                       <C>                 <C>
Operating revenues:
  Electric utility                                                      $370,762            $411,943
  Gas utility                                                            128,241             289,818
  Non-regulated and other                                                137,234             150,952
                                                                -----------------   -----------------
                                                                         636,237             852,713
                                                                -----------------   -----------------
-----------------------------------------------------------------------------------------------------
Operating expenses:
  Electric and steam production fuels                                     62,610              75,184
  Purchased power                                                         72,337              98,733
  Cost of utility gas sold                                                83,756             238,258
  Other operation and maintenance                                        238,803             238,196
  Depreciation and amortization                                           86,732              84,622
  Taxes other than income taxes                                           29,566              28,444
                                                                -----------------   -----------------
                                                                         573,804             763,437
                                                                -----------------   -----------------
-----------------------------------------------------------------------------------------------------
Operating income                                                          62,433              89,276
                                                                -----------------   -----------------
-----------------------------------------------------------------------------------------------------
Interest expense and other:
  Interest expense                                                        47,007              49,744
  Equity (income) loss from unconsolidated investments                   (23,711)              7,073
  Allowance for funds used during construction                            (1,654)             (2,302)
  Preferred dividend requirements of subsidiaries                          1,682               1,680
  Impairment of McLeodUSA Inc. investment                                 21,174                   -
  Miscellaneous, net                                                       2,565              (1,150)
                                                                -----------------   -----------------
                                                                          47,063              55,045
                                                                -----------------   -----------------
-----------------------------------------------------------------------------------------------------
Income before income taxes                                                15,370              34,231
                                                                -----------------   -----------------
-----------------------------------------------------------------------------------------------------
Income taxes                                                               5,627              12,164
                                                                -----------------   -----------------
-----------------------------------------------------------------------------------------------------
Income before cumulative effect of a change in
   accounting principle, net of tax                                        9,743              22,067
                                                                -----------------   -----------------
-----------------------------------------------------------------------------------------------------
Cumulative effect of a change in accounting
   principle, net of tax                                                       -             (12,868)
                                                                -----------------   -----------------
-----------------------------------------------------------------------------------------------------
Net income                                                                $9,743              $9,199
                                                                =================   =================
-----------------------------------------------------------------------------------------------------
Average number of common shares outstanding (diluted)                     90,054              79,198
                                                                =================   =================
-----------------------------------------------------------------------------------------------------
Earnings per average common share (basic and diluted):
   Income before cumulative effect of a change
       in accounting principle                                             $0.11               $0.28
   Cumulative effect of a change in accounting principle                       -               (0.16)
                                                                -----------------   -----------------
   Net income                                                              $0.11               $0.12
                                                                =================   =================
-----------------------------------------------------------------------------------------------------
Dividends declared per common share                                        $0.50               $0.50
                                                                =================   =================
-----------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                    ALLIANT ENERGY CORPORATION
                                    CONSOLIDATED BALANCE SHEETS

                                                                    March 31,
                                                                       2002           December 31,
ASSETS                                                             (Unaudited)            2001
----------------------------------------------------------------------------------------------------
                                                                            (in thousands)
<S>                                                                      <C>                <C>
Property, plant and equipment:
  Utility:
    Electric plant in service                                         $5,178,619         $5,123,781
    Gas plant in service                                                 602,164            597,494
    Other plant in service                                               524,121            517,938
    Accumulated depreciation                                          (3,440,278)        (3,374,867)
                                                                  ---------------    ---------------
      Net plant                                                        2,864,626          2,864,346
    Construction work in progress                                        111,455            111,069
    Nuclear fuel, net of amortization                                     50,159             54,811
    Other, net                                                             8,008              7,383
                                                                  ---------------    ---------------
          Total utility                                                3,034,248          3,037,609
                                                                  ---------------    ---------------
  Non-regulated and other:
    Investments:
      Whiting (oil and gas)                                              405,716            396,860
      Affordable housing, transportation and other                       260,440            253,121
    International                                                        252,806            169,522
    Integrated Services                                                  106,507            104,740
    Non-regulated generation, Corporate Services and other               152,520            116,229
    Accumulated depreciation, depletion and amortization                (233,582)          (215,284)
                                                                  ---------------    ---------------
          Total non-regulated and other                                  944,407            825,188
                                                                  ---------------    ---------------
                                                                       3,978,655          3,862,797
                                                                  ---------------    ---------------

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

Current assets:
  Cash and temporary cash investments                                     68,875             86,618
  Restricted cash                                                         51,573             43,726
  Accounts receivable:
    Customer, less allowance for doubtful accounts
      of $9,815 and $8,598, respectively                                  81,327             66,192
    Unbilled utility revenues                                             56,953             71,388
    Other, less allowance for doubtful accounts
      of $405 and $319, respectively                                      70,032             73,855
  Income tax refunds receivable                                           44,229             29,474
  Production fuel, at average cost                                        47,936             54,707
  Materials and supplies, at average cost                                 55,267             54,401
  Gas stored underground, at average cost                                 27,555             57,114
  Other                                                                  119,048             89,367
                                                                  ---------------    ---------------
                                                                         622,795            626,842
                                                                  ---------------    ---------------

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

Investments:
  Investments in unconsolidated foreign entities                         504,739            572,555
  Nuclear decommissioning trust funds                                    338,615            332,953
  Investment in McLeodUSA Inc.                                            10,089             20,739
  Investment in ATC and other                                            223,870            228,274
                                                                  ---------------    ---------------
                                                                       1,077,313          1,154,521
                                                                  ---------------    ---------------

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

Other assets:
  Regulatory assets                                                      247,015            241,973
  Deferred charges and other                                             496,878            361,549
                                                                  ---------------    ---------------
                                                                         743,893            603,522
                                                                  ---------------    ---------------

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

Total assets                                                          $6,422,656         $6,247,682
                                                                  ===============    ===============

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>
                                             ALLIANT ENERGY CORPORATION
                                      CONSOLIDATED BALANCE SHEETS (Continued)

                                                                                 March 31,
                                                                                   2002               December 31,
CAPITALIZATION AND LIABILITIES                                                  (Unaudited)               2001
---------------------------------------------------------------------------------------------------------------------
                                                                               (in thousands, except share amounts)
<S>                                                                                     <C>                    <C>
Capitalization:
  Common stock - $0.01 par value - authorized 200,000,000 shares;
    outstanding 90,226,072 and 89,682,334 shares, respectively                           $902                   $897
  Additional paid-in capital                                                        1,255,973              1,239,793
  Retained earnings                                                                   797,185                832,293
  Accumulated other comprehensive loss                                               (138,219)              (152,434)
  Shares in deferred compensation trust - 139,476 and 71,958 shares
    at an average cost of $30.09 and $30.68 per share, respectively                    (4,197)                (2,208)
                                                                          --------------------   --------------------
       Total common equity                                                          1,911,644              1,918,341
                                                                          --------------------   --------------------

  Cumulative preferred stock of subsidiaries, net                                     113,997                113,953
  Long-term debt (excluding current portion)                                        2,638,916              2,457,941
                                                                          --------------------   --------------------
                                                                                    4,664,557              4,490,235
                                                                          --------------------   --------------------

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

Current liabilities:
  Current maturities and sinking funds                                                 41,231                 10,506
  Variable rate demand bonds                                                           55,100                 55,100
  Commercial paper                                                                     65,949                 68,389
  Other short-term borrowings                                                          41,707                 84,318
  Accounts payable                                                                    205,891                245,480
  Accrued interest                                                                     48,239                 35,713
  Accrued taxes                                                                       104,356                 90,413
  Other                                                                               173,952                149,818
                                                                          --------------------   --------------------
                                                                                      736,425                739,737
                                                                          --------------------   --------------------

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

Other long-term liabilities and deferred credits:
  Accumulated deferred income taxes                                                   624,404                632,472
  Accumulated deferred investment tax credits                                          58,368                 59,398
  Pension and other benefit obligations                                               101,984                 96,496
  Environmental liabilities                                                            49,311                 49,144
  Other                                                                               143,547                136,822
                                                                          --------------------   --------------------
                                                                                      977,614                974,332
                                                                          --------------------   --------------------

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

Minority interest                                                                      44,060                 43,378
                                                                          --------------------   --------------------

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

Total capitalization and liabilities                                               $6,422,656             $6,247,682
                                                                          ====================   ====================

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>
                                    ALLIANT ENERGY CORPORATION
                         CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                         For the Three Months
                                                                            Ended March 31,
                                                                        2002              2001
----------------------------------------------------------------------------------------------------
                                                                            (in thousands)
<S>                                                                         <C>               <C>
Cash flows from operating activities:
  Net income                                                               $9,743            $9,199
  Adjustments to reconcile net income to net cash flows
    from operating activities:
    Depreciation and amortization                                          86,732            84,622
    Amortization of nuclear fuel                                            5,096             5,421
    Amortization of deferred energy efficiency expenditures                   983             7,952
    Deferred tax benefits and investment tax credits                       (7,612)          (16,522)
    Equity (income) loss from unconsolidated investments, net             (23,711)            7,073
    Distributions from equity method investments                            4,227               211
    Impairment of McLeodUSA Inc. investment                                21,174                 -
    Cumulative effect of a change in accounting principle, net of tax           -            12,868
    Other                                                                   9,541             3,666
  Other changes in assets and liabilities:
    Accounts receivable                                                     3,123            11,839
    Income tax refunds receivable                                         (14,755)           (3,867)
    Gas stored underground                                                 29,559            28,240
    Accounts payable                                                      (28,542)          (62,774)
    Accrued interest                                                       12,526             7,753
    Accrued taxes                                                          13,943            28,259
    Benefit obligations and other                                          29,335            36,007
                                                                    --------------    --------------
       Net cash flows from operating activities                           151,362           159,947
                                                                    --------------    --------------
----------------------------------------------------------------------------------------------------
Cash flows from financing activities:
    Common stock dividends                                                (44,851)          (39,489)
    Proceeds from issuance of common stock                                 14,285               675
    Net change in Resources' credit facility                               85,115            97,500
    Proceeds from issuance of other long-term debt                         28,579           201,140
    Reductions in other long-term debt                                    (14,201)             (546)
    Net change in other short-term borrowings                             (23,768)         (243,428)
    Other                                                                  (3,628)           (6,469)
                                                                    --------------    --------------
        Net cash flows from financing activities                           41,531             9,383
                                                                    --------------    --------------
----------------------------------------------------------------------------------------------------
Cash flows used for investing activities:
    Construction and acquisition expenditures:
       Regulated domestic utilities                                       (66,832)          (60,461)
       Non-regulated businesses and other                                (141,920)         (129,823)
    Nuclear decommissioning trust funds                                   (15,437)          (15,437)
    Other                                                                  13,553             2,867
                                                                    --------------    --------------
       Net cash flows used for investing activities                      (210,636)         (202,854)
                                                                    --------------    --------------
----------------------------------------------------------------------------------------------------
Net decrease in cash and temporary cash investments                       (17,743)          (33,524)
                                                                    --------------    --------------
----------------------------------------------------------------------------------------------------
Cash and temporary cash investments at beginning of period                 86,618           148,415
                                                                    --------------    --------------
----------------------------------------------------------------------------------------------------
Cash and temporary cash investments at end of period                      $68,875          $114,891
                                                                    ==============    ==============
----------------------------------------------------------------------------------------------------
Supplemental cash flows information:
    Cash paid during the period for:
       Interest                                                           $34,327           $41,455
                                                                    ==============    ==============
       Income taxes                                                        $1,696            $5,881
                                                                    ==============    ==============
    Noncash investing and financing activities:
       Capital lease obligations incurred                                    $448            $3,220
                                                                    ==============    ==============
----------------------------------------------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

</TABLE>

                                       7
<PAGE>

                          ALLIANT ENERGY CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 1. The interim consolidated financial statements included herein have been
    prepared by Alliant Energy, without audit, pursuant to the rules and
    regulations of the SEC.  Accordingly, certain information and footnote
    disclosures normally included in financial statements prepared in
    accordance with accounting principles generally accepted in the U.S. have
    been condensed or omitted, although management believes that the
    disclosures are adequate to make the information presented not
    misleading.  The consolidated financial statements include Alliant Energy
    and its consolidated subsidiaries (including IP&L, WP&L, Resources and
    Corporate Services).  These financial statements should be read in
    conjunction with the financial statements and the notes thereto included
    in Alliant Energy's, IP&L's and WP&L's latest Annual Report on Form 10-K.

    In the opinion of management, all adjustments, which are normal and
    recurring in nature, necessary for a fair presentation of (a) the
    consolidated results of operations for the three months ended March 31,
    2002 and 2001, (b) the consolidated financial position at March 31, 2002
    and December 31, 2001, and (c) the consolidated statement of cash flows
    for the three months ended March 31, 2002 and 2001, have been made.
    Because of the seasonal nature of Alliant Energy's utility operations,
    results for the three months ended March 31, 2002 are not necessarily
    indicative of results that may be expected for the year ending December
    31, 2002.

2.  Alliant Energy's comprehensive income (loss), and the components of other
    comprehensive income (loss), net of taxes, for the three months ended
    March 31 were as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                       2002             2001
                                                                                   -------------    -------------
  <S>                                                                                   <C>               <C>
  Net income                                                                           $9,743            $9,199

    Other comprehensive income (loss):
       Unrealized gains (losses) on securities:
         Unrealized holding losses arising during period, net of tax (1)               (5,350)         (127,620)
         Less:  reclassification adjustment for losses included in net
            income, net of tax (2)                                                    (16,185)             --
                                                                                   -------------    -------------
       Net unrealized gains (losses) on securities                                     10,835          (127,620)
                                                                                   -------------    -------------

       Foreign currency translation adjustments                                         6,872           (47,592)
                                                                                   -------------    -------------

       Unrealized gains (losses) on derivatives qualified as hedges:
         Unrealized holding gains arising during period, net of tax                       565               270
         Less:  reclassification adjustment for gains (losses) included
            in net income, net of tax                                                   4,057            (3,797)
                                                                                   -------------    -------------
       Net unrealized gains (losses) on qualifying derivatives                         (3,492)            4,067
                                                                                   -------------    -------------

    Other comprehensive income (loss)                                                  14,215          (171,145)

                                                                                   -------------    -------------
  Comprehensive income (loss)                                                         $23,958         ($161,946)
                                                                                   =============    =============

</TABLE>

(1)     Primarily due to quarterly adjustments to the estimated fair value of
        Alliant Energy's investment in McLeod (the 2002 amount reflects
        adjustments only through January 30, 2002; refer to Note 8 for
        additional information).

(2)     The first quarter 2002 earnings include pre-tax losses of $21.2 million
        and $5.0 million related to asset valuation charges for Alliant
        Energy's McLeod and Capstone investments, respectively.

                                       8
<PAGE>

3.  Certain financial information relating to Alliant Energy's significant
    business segments is presented below.  Intersegment revenues were not
    material to Alliant Energy's operations.

<TABLE>
<CAPTION>

                                     Regulated Domestic Utilities          Non-regulated Businesses                 Alliant
                                ---------------------------------------- -----------------------------              Energy
                                Electric     Gas      Other     Total     Whiting    Other    Total      Other   Consolidated
                                -----------------------------------------------------------------------------------------------
                                                                     (in thousands)
<S>                                 <C>       <C>        <C>      <C>       <C>        <C>       <C>        <C>        <C>
Three Months Ended March 31, 2002
---------------------------------
Operating revenues               $370,762  $128,241    $9,340  $508,343   $21,848   $107,415  $129,263   ($1,369)   $636,237
Operating income (loss)            46,407    13,428     2,459    62,294      (218)       541       323      (184)     62,433
Net income (loss)                                      26,977    26,977        44    (15,145)  (15,101)   (2,133)      9,743

Three Months Ended March 31, 2001
---------------------------------
Operating revenues               $411,943  $289,818   $10,796 $712,557    $42,776    $98,136  $140,912     ($756)   $852,713
Operating income (loss)            56,574    19,481       892   76,947     20,499     (8,619)   11,880       449      89,276
Cumulative effect of a change in
 accounting principle, net of tax                          --       --         --    (12,868)  (12,868)       --     (12,868)
Net income (loss)                                      33,328   33,328     13,001    (36,006)  (23,005)   (1,124)      9,199

</TABLE>

    The non-regulated net loss for the three months ended March 31, 2002
    included after-tax asset valuation charges of $12.9 million related to
    Alliant Energy's McLeod investment and $8.2 million related to Alliant
    Energy's investments in Enermetrix and Capstone.  Included in the
    non-regulated net loss for the three months ended March 31, 2002 and 2001
    was after-tax non-cash SFAS 133 valuation income (charges) of $20 million
    and ($24) million, respectively, related to electricity derivatives held
    by Alliant Energy's Australian investment (Southern Hydro).

4.  The provisions for income taxes are based on the estimated annual
    effective tax rate, which differs from the federal statutory rate of 35%
    principally due to state income taxes, the impact of foreign income and
    associated taxes, tax credits, effects of utility rate making and certain
    non-deductible expenses.

5.  Alliant Energy continues to utilize derivative instruments to manage its
    exposures to various market risks as described in Alliant Energy's, IP&L's
    and WP&L's Annual Report on Form 10-K for the year ended December 31,
    2001.  The following information supplements, and should be read in
    conjunction with, Note 10(a) in Alliant Energy's "Notes to Consolidated
    Financial Statements" in the Form 10-K for the year ended December 31,
    2001.

    For the three months ended March 31, 2002, an insignificant amount of
    income was recognized in connection with hedge ineffectiveness in
    accordance with SFAS 133.  At March 31, 2002, the maximum length of time
    over which Alliant Energy hedged its exposure to the variability in future
    cash flows for forecasted transactions was twelve months and Alliant
    Energy estimates that losses of $1.9 million will be reclassified from
    accumulated other comprehensive loss into earnings within the twelve
    months between April 1, 2002 and March 31, 2003 as the hedged transactions
    affect earnings.

6.  A reconciliation of the weighted average common shares outstanding used in
    the basic and diluted earnings per share calculation for the three months
    ended March 31 was as follows:

<TABLE>
<CAPTION>
                                                             2002               2001
                                                        ----------------   ----------------
      <S>                                                      <C>                <C>
      Weighted average common shares outstanding:
           Basic earnings per share calculation             89,964,212         79,027,898
           Effect of dilutive securities                        89,812            170,384
                                                        ----------------   ----------------
           Diluted earnings per share calculation           90,054,024         79,198,282
                                                        ================   ================
</TABLE>

    For the three months ended March 31, 2002 and 2001, 1,831,088 and
    1,068,128 options, respectively, to purchase shares of common stock, with
    an average exercise price of $30.86 and $31.55, respectively, were
    excluded from the calculation of diluted earnings per share as the
    exercise prices were greater than the average market price.

                                       9
<PAGE>

7.  Alliant Energy adopted SFAS 142, "Goodwill and Other Intangible Assets," as
    of January 1, 2002, which resulted in goodwill no longer being subject to
    amortization.  Consolidated goodwill and other intangible assets are not
    material to Alliant Energy, and are primarily included in "Deferred
    charges and other" on the Consolidated Balance Sheets.  Had SFAS 142 been
    adopted January 1, 2001, for the three months ended March 31, 2001,
    net income would have increased $0.8 million and basic and diluted EPS
    would have increased $0.01 per share.

8.  Prior to January 31, 2002, Alliant Energy's investment in McLeod was
    accounted for under the provisions of SFAS 115.  On January 31, 2002,
    McLeod filed a pre-negotiated plan of reorganization in a Chapter 11
    bankruptcy proceeding and the trading of McLeod's common stock was
    suspended by Nasdaq.  Subsequently, Alliant Energy discontinued accounting
    for its investment in McLeod under the provisions of SFAS 115.  Alliant
    Energy's cost basis in the available-for-sale securities was reduced from
    $28 million at December 31, 2001 to a new cost basis of $7 million ($0.18
    per share) at January 31, 2002.  As a result, the cumulative unrealized
    pre-tax loss of $21 million (including an unrealized pre-tax loss of $8
    million accumulated from January 1, 2002 to January 30, 2002) associated
    with its previously classified available-for-sale securities was
    reclassified to earnings in the first quarter of 2002.  Alliant Energy's
    McLeod shares designated as trading securities at December 31, 2001 were
    adjusted during the first quarter of 2002 to the last quoted market price
    on January 30, 2002 ($0.18 per share) to a new cost basis of $3 million
    resulting in a pre-tax charge to earnings in the first quarter of 2002 on
    the trading securities of $3 million.  From January 31, 2002 to March 31,
    2002, Alliant Energy accounted for the aggregate $10 million investment in
    McLeod as a cost method investment following the provisions of APB 18,
    "The Equity Method of Accounting for Investments in Common Stock."

9.  Alliant Energy has fully and unconditionally guaranteed the payment of
    principal and interest on various debt securities issued by Resources and,
    as a result, is required to present condensed consolidating financial
    statements.  No other Alliant Energy subsidiaries are guarantors of
    Resources' debt securities.  Alliant Energy's condensed consolidating
    financial statements are as follows:

                                       10
<PAGE>
<TABLE>
<CAPTION>
       Alliant Energy Corporation Condensed Consolidating Statements of Income for the Three Months Ended March 31, 2002 and 2001

                                                        Alliant Energy                 Other Alliant                   Consolidated
                                                           Parent                         Energy       Consolidating      Alliant
                                                           Company      Resources      Subsidiaries     Adjustments       Energy
                                                       ----------------------------------------------------------------------------
Three Months Ended March 31, 2002                                                   (in thousands)
---------------------------------
<S>                                                            <C>          <C>             <C>               <C>           <C>
Operating revenues:
  Electric utility                                             $-              $-         $370,762              $-        $370,762
  Gas utility                                                   -               -          128,241               -         128,241
  Non-regulated and other                                       -         129,263           76,299         (68,328)        137,234
                                                       ----------------------------------------------------------------------------
                                                                -         129,263          575,302         (68,328)        636,237
                                                       ----------------------------------------------------------------------------
Operating expenses:
  Electric and steam production fuels                           -               -           62,610               -          62,610
  Purchased power                                               -               -           72,337               -          72,337
  Cost of utility gas sold                                      -               -           83,756               -          83,756
  Other operation and maintenance                             508         108,224          196,274         (66,203)        238,803
  Depreciation and amortization                                 -          17,016           69,716               -          86,732
  Taxes other than income taxes                                 -           3,700           27,954          (2,088)         29,566
                                                       ----------------------------------------------------------------------------
                                                              508         128,940          512,647         (68,291)        573,804
                                                       ----------------------------------------------------------------------------
Operating income (loss)                                      (508)            323           62,655             (37)         62,433
                                                       ----------------------------------------------------------------------------
Interest expense and other:
  Interest expense                                            758          20,226           27,543          (1,520)         47,007
  Equity (income) loss from unconsolidated investments        229         (19,446)          (4,494)              -         (23,711)
  Allowance for funds used during construction                  -               -           (1,654)              -          (1,654)
  Preferred dividend requirements of subsidiaries               -               -            1,682               -           1,682
  Impairment of McLeodUSA Inc. investment                       -          21,174                -               -          21,174
  Miscellaneous, net                                      (12,758)          9,029           (7,272)         13,566           2,565
                                                       ----------------------------------------------------------------------------
                                                          (11,771)         30,983           15,805          12,046          47,063
                                                       ----------------------------------------------------------------------------
Income (loss) before income taxes                          11,263         (30,660)          46,850         (12,083)         15,370
                                                       ----------------------------------------------------------------------------
Income tax expense (benefit)                                1,520         (15,708)          19,852             (37)          5,627
                                                       ----------------------------------------------------------------------------
Net income (loss)                                          $9,743        ($14,952)         $26,998        ($12,046)         $9,743
                                                       ============================================================================
Three Months Ended March 31, 2001
---------------------------------
Operating revenues:
  Electric utility                                             $-              $-         $411,943              $-        $411,943
  Gas utility                                                   -               -          289,818               -         289,818
  Non-regulated and other                                       -         140,912           65,904         (55,864)        150,952
                                                       ----------------------------------------------------------------------------
                                                                -         140,912          767,665         (55,864)        852,713
                                                       ----------------------------------------------------------------------------
Operating expenses:
  Electric and steam production fuels                           -               -           75,184               -          75,184
  Purchased power                                               -               -           98,733               -          98,733
  Cost of utility gas sold                                      -               -          238,258               -         238,258
  Other operation and maintenance                               -         109,311          182,868         (53,983)        238,196
  Depreciation and amortization                                 -          15,168           69,454               -          84,622
  Taxes other than income taxes                                 -           4,553           25,832          (1,941)         28,444
                                                       ----------------------------------------------------------------------------
                                                                -         129,032          690,329         (55,924)        763,437
                                                       ----------------------------------------------------------------------------
Operating income                                                -          11,880           77,336              60          89,276
                                                       ----------------------------------------------------------------------------
Interest expense and other:
  Interest expense                                          5,018          18,177           31,401          (4,852)         49,744
  Equity (income) loss from unconsolidated investments     (3,003)         15,015           (4,939)              -           7,073
  Allowance for funds used during construction                  -               -           (2,302)              -          (2,302)
  Preferred dividend requirements of subsidiaries               -               -            1,680               -           1,680
  Miscellaneous, net                                      (11,127)            732           (4,009)         13,254          (1,150)
                                                       ----------------------------------------------------------------------------
                                                           (9,112)         33,924           21,831           8,402          55,045
                                                       ----------------------------------------------------------------------------
Income (loss) before income taxes                           9,112         (22,044)          55,505          (8,342)         34,231
                                                       ----------------------------------------------------------------------------
Income tax expense (benefit)                                  (87)         (9,955)          22,147              59          12,164
                                                       ----------------------------------------------------------------------------
Income (loss) before cumulative effect of a change in
   accounting principle, net of tax                         9,199         (12,089)          33,358          (8,401)         22,067
                                                       ----------------------------------------------------------------------------
Cumulative effect of a change in accounting principle,
   net of tax                                                   -         (12,868)               -               -         (12,868)
                                                       ----------------------------------------------------------------------------
Net income (loss)                                          $9,199        ($24,957)         $33,358         ($8,401)         $9,199
                                                       ============================================================================
</TABLE>
                                       11
<PAGE>
<TABLE>
<CAPTION>
                         Alliant Energy Corporation Condensed Consolidating Balance Sheet as of March 31, 2002

                                                               Alliant                    Other
                                                               Energy                     Alliant                      Consolidated
                                                               Parent                     Energy      Consolidating        Alliant
ASSETS                                                         Company     Resources   Subsidiaries     Adjustments        Energy
                                                          -------------------------------------------------------------------------
Property, plant and equipment:                                                        (in thousands)
<S>                                                               <C>          <C>          <C>              <C>             <C>
  Utility:
      Electric plant in service                                    $-            $-      $5,178,619            $-       $5,178,619
      Other plant in service                                        -             -       1,126,285             -        1,126,285
      Accumulated depreciation                                      -             -      (3,440,278)            -       (3,440,278)
      Construction work in progress                                 -             -         111,455             -          111,455
      Nuclear fuel, net of amortization                             -             -          50,159             -           50,159
      Other, net                                                    -             -           8,008             -            8,008
                                                          -------------------------------------------------------------------------
          Total utility                                             -             -       3,034,248             -        3,034,248
                                                          -------------------------------------------------------------------------
  Non-regulated and other:
      International                                                 -       252,806               -             -          252,806
      Other                                                         -       864,069          61,225          (111)         925,183
      Accumulated depreciation, depletion and amortization          -      (230,538)         (3,044)            -         (233,582)
                                                          -------------------------------------------------------------------------
          Total non-regulated and other                             -       886,337          58,181          (111)         944,407
                                                          -------------------------------------------------------------------------
                                                                    -       886,337       3,092,429          (111)       3,978,655
                                                          -------------------------------------------------------------------------
Current assets:
  Income tax refunds receivable                                 4,811        33,007           6,411             -           44,229
  Prepaid gross receipts tax                                        -             -          19,255             -           19,255
  Production fuel, at average cost                                  -         3,939          43,997             -           47,936
  Materials and supplies, at average cost                           -         4,940          50,327             -           55,267
  Gas stored underground, at average cost                           -        13,621          13,934             -           27,555
  Derivative assets                                                 -        27,913           1,931             -           29,844
  Other                                                       165,169       282,516         181,975      (230,951)         398,709
                                                          -------------------------------------------------------------------------
                                                              169,980       365,936         317,830      (230,951)         622,795
                                                          -------------------------------------------------------------------------
Investments:
  Consolidated subsidiaries                                 1,785,832             -               -    (1,785,832)               -
  Investment in McLeodUSA Inc.                                      -        10,089               -             -           10,089
  Other                                                        32,746       550,162         484,331           (15)       1,067,224
                                                          -------------------------------------------------------------------------
                                                            1,818,578       560,251         484,331    (1,785,847)       1,077,313
                                                          -------------------------------------------------------------------------
                                                          -------------------------------------------------------------------------
Deferred charges and other                                          -       271,594         472,299             -          743,893
                                                          -------------------------------------------------------------------------

Total assets                                               $1,988,558    $2,084,118      $4,366,889   ($2,016,909)      $6,422,656
                                                          =========================================================================

CAPITALIZATION AND LIABILITIES
Capitalization:
  Common stock and additional paid-in capital              $1,256,875      $232,743        $789,510   ($1,022,253)      $1,256,875
  Retained earnings                                           797,185       160,491         741,427      (901,918)         797,185
  Accumulated other comprehensive loss                       (138,219)     (121,857)        (16,362)      138,219         (138,219)
  Shares in deferred compensation trust                        (4,197)            -               -             -           (4,197)
                                                          -------------------------------------------------------------------------
       Total common equity                                  1,911,644       271,377       1,514,575    (1,785,952)       1,911,644
                                                          -------------------------------------------------------------------------
  Cumulative preferred stock of subsidiaries, net                   -             -         113,997             -          113,997
  Long-term debt (excluding current portion)                   24,000     1,286,648       1,328,268             -        2,638,916
                                                           ------------------------------------------------------------------------
                                                            1,935,644     1,558,025       2,956,840    (1,785,952)       4,664,557
                                                           ------------------------------------------------------------------------
Current liabilities:
  Current maturities and sinking funds                              -        40,671             560             -           41,231
  Other short-term borrowings                                       -        41,707               -             -           41,707
  Accrued interest                                              2,616        22,984          22,639             -           48,239
  Accrued taxes                                                     -        13,779          90,577             -          104,356
  Other                                                        48,304       154,782         528,757      (230,951)         500,892
                                                           ------------------------------------------------------------------------
                                                               50,920       273,923         642,533      (230,951)         736,425
                                                           ------------------------------------------------------------------------
                                                           ------------------------------------------------------------------------
Other long-term liabilities and deferred credits                1,994       208,110         767,516            (6)         977,614
                                                           ------------------------------------------------------------------------
                                                           ------------------------------------------------------------------------
Minority interest                                                   -        44,060               -             -           44,060
                                                           ------------------------------------------------------------------------
Total capitalization and liabilities                       $1,988,558    $2,084,118      $4,366,889   ($2,016,909)      $6,422,656
                                                           ========================================================================
</TABLE>
                                       12
<PAGE>
<TABLE>
<CAPTION>
                        Alliant Energy Corporation Condensed Consolidating Balance Sheet as of December 31, 2001

                                                               Alliant                    Other
                                                               Energy                     Alliant                      Consolidated
                                                               Parent                     Energy       Consolidating      Alliant
ASSETS                                                         Company     Resources    Subsidiaries    Adjustments       Energy
                                                           ------------------------------------------------------------------------
Property, plant and equipment:                                                         (in thousands)
<S>                                                                <C>          <C>         <C>                <C>          <C>
  Utility:
      Electric plant in service                                     $-           $-      $5,123,781             $-      $5,123,781
      Other plant in service                                         -            -       1,115,432              -       1,115,432
      Accumulated depreciation                                       -            -      (3,374,867)             -      (3,374,867)
      Construction work in progress                                  -            -         111,069              -         111,069
      Nuclear fuel, net of amortization                              -            -          54,811              -          54,811
      Other, net                                                     -            -           7,383              -           7,383
                                                           ------------------------------------------------------------------------
          Total utility                                              -            -       3,037,609              -       3,037,609
                                                           ------------------------------------------------------------------------
  Non-regulated and other:
      International                                                  -      169,522               -              -         169,522
      Other                                                          -      819,690          51,371           (111)        870,950
      Accumulated depreciation, depletion and amortization           -     (212,927)         (2,357)             -        (215,284)
                                                           ------------------------------------------------------------------------
          Total non-regulated and other                              -      776,285          49,014           (111)        825,188
                                                           ------------------------------------------------------------------------
                                                                     -      776,285       3,086,623           (111)      3,862,797
                                                           ------------------------------------------------------------------------
Current assets:
  Income tax refunds receivable                                  7,552       15,511           6,411              -          29,474
  Prepaid gross receipts tax                                         -            -          25,673              -          25,673
  Production fuel, at average cost                                   -        5,310          49,397              -          54,707
  Materials and supplies, at average cost                            -        4,611          49,790              -          54,401
  Gas stored underground, at average cost                            -       16,480          40,634              -          57,114
  Derivative assets                                                  -          544           5,961              -           6,505
  Other                                                        184,623      245,207         228,268       (259,130)        398,968
                                                           ------------------------------------------------------------------------
                                                               192,175      287,663         406,134       (259,130)        626,842
                                                           ------------------------------------------------------------------------
Investments:
  Consolidated subsidiaries                                  1,793,737            -               -     (1,793,737)              -
  Investment in McLeodUSA Inc.                                       -       20,739               -              -          20,739
  Other                                                         32,814      623,053         477,929            (14)      1,133,782
                                                           ------------------------------------------------------------------------
                                                             1,826,551      643,792         477,929     (1,793,751)      1,154,521
                                                           ------------------------------------------------------------------------
                                                           ------------------------------------------------------------------------
Deferred charges and other                                           -      124,737         478,785              -         603,522
                                                           ------------------------------------------------------------------------
Total assets                                                $2,018,726   $1,832,477      $4,449,471    ($2,052,992)     $6,247,682
                                                           ========================================================================

CAPITALIZATION AND LIABILITIES
Capitalization:
  Common stock and additional paid-in capital               $1,240,690     $232,743        $789,002    ($1,021,745)     $1,240,690
  Retained earnings                                            832,293      175,443         749,102       (924,545)        832,293
  Accumulated other comprehensive loss                        (152,434)    (140,137)        (12,297)       152,434        (152,434)
  Shares in deferred compensation trust                         (2,208)           -               -              -          (2,208)
                                                           ------------------------------------------------------------------------
       Total common equity                                   1,918,341      268,049       1,525,807     (1,793,856)      1,918,341
                                                           ------------------------------------------------------------------------
  Cumulative preferred stock of subsidiaries, net                    -            -         113,953              -         113,953
  Long-term debt (excluding current portion)                    24,000    1,105,792       1,328,149              -       2,457,941
                                                           ------------------------------------------------------------------------
                                                             1,942,341    1,373,841       2,967,909     (1,793,856)      4,490,235
                                                           ------------------------------------------------------------------------
Current liabilities:
  Current maturities and sinking funds                               -        9,946             560              -          10,506
  Other short-term borrowings                                        -       84,318               -              -          84,318
  Accrued interest                                               2,100       10,022          23,591              -          35,713
  Accrued taxes                                                      -       13,026          77,387              -          90,413
  Other                                                         70,763       99,797         607,357       (259,130)        518,787
                                                           ------------------------------------------------------------------------
                                                                72,863      217,109         708,895       (259,130)        739,737
                                                           ------------------------------------------------------------------------
                                                           ------------------------------------------------------------------------
Other long-term liabilities and deferred credits                 3,522      198,149         772,667             (6)        974,332
                                                           ------------------------------------------------------------------------
                                                           ------------------------------------------------------------------------
Minority interest                                                    -       43,378               -              -          43,378
                                                           ------------------------------------------------------------------------
Total capitalization and liabilities                        $2,018,726   $1,832,477      $4,449,471    ($2,052,992)     $6,247,682
                                                           ========================================================================
</TABLE>
                                       13
<PAGE>
<TABLE>
<CAPTION>
   Alliant Energy Corporation Condensed Consolidating Statements of Cash Flows for the Three Months Ended March 31, 2002 and 2001

                                                                  Alliant                    Other
                                                                  Energy                     Alliant                    Consolidated
                                                                  Parent                     Energy      Consolidating     Alliant
                                                                  Company     Resources   Subsidiaries    Adjustments      Energy
                                                                 ------------------------------------------------------------------
Three Months Ended March 31, 2002                                                         (in thousands)
---------------------------------
<S>                                                                  <C>          <C>          <C>            <C>           <C>
 Net cash flows from operating activities                          $11,687       $8,692      $144,711       ($13,728)     $151,362
                                                                 ------------------------------------------------------------------
 Cash flows from (used for) financing activities:
     Common stock dividends                                        (44,851)           -       (34,673)        34,673       (44,851)
     Net change in Resources' credit facility                            -       85,115             -              -        85,115
     Proceeds from issuance of other long-term debt                      -       28,579             -              -        28,579
     Net change in other short-term borrowings                      (7,593)      (2,603)      (13,572)             -       (23,768)
     Other                                                          14,329      (14,401)       (4,646)         1,174        (3,544)
                                                                 ------------------------------------------------------------------
         Net cash flows from (used for) financing activities       (38,115)      96,690       (52,891)        35,847        41,531
                                                                 ------------------------------------------------------------------
 Cash flows from (used for) investing activities:
     Construction and acquisition expenditures:
        Regulated domestic utilities                                     -            -       (66,832)             -       (66,832)
        Non-regulated businesses and other                               -     (131,538)      (10,382)             -      (141,920)
     Other                                                          22,103       19,652       (21,520)       (22,119)       (1,884)
                                                                 ------------------------------------------------------------------
        Net cash flows from (used for) investing activities         22,103     (111,886)      (98,734)       (22,119)     (210,636)
                                                                 ------------------------------------------------------------------
 Net decrease in cash and temporary cash investments                (4,325)      (6,504)       (6,914)             -       (17,743)
                                                                 ------------------------------------------------------------------
 Cash and temporary cash investments at beginning of period          6,381       66,012        14,225              -        86,618
                                                                 ------------------------------------------------------------------
 Cash and temporary cash investments at end of period               $2,056      $59,508        $7,311             $-       $68,875
                                                                 ==================================================================

 Supplemental cash flows information:
     Cash paid (refunded) during the period for:
        Interest                                                      $243       $7,261       $26,823             $-       $34,327
                                                                 ==================================================================
        Income taxes                                                    $-         ($45)       $1,741             $-        $1,696
                                                                 ==================================================================
     Noncash investing and financing activities:
        Capital lease obligations incurred                              $-           $-          $448             $-          $448
                                                                 ==================================================================

Three Months Ended March 31, 2001
---------------------------------

 Net cash flows from operating activities                          $20,926      $26,796      $146,582       ($34,357)     $159,947
                                                                 ------------------------------------------------------------------
 Cash flows from (used for) financing activities:
     Common stock dividends                                        (39,489)           -       (36,037)        36,037       (39,489)
     Net change in Resources' credit facility                            -       97,500             -              -        97,500
     Proceeds from issuance of other long-term debt                      -        1,140       200,000              -       201,140
     Net change in other short-term borrowings                      34,068      (74,153)     (100,687)      (102,656)     (243,428)
     Other                                                             680         (540)       (8,035)         1,555        (6,340)
                                                                 ------------------------------------------------------------------
         Net cash flows from (used for) financing activities        (4,741)      23,947        55,241        (65,064)        9,383
                                                                 ------------------------------------------------------------------
 Cash flows from (used for) investing activities:
     Construction and acquisition expenditures:
        Regulated domestic utilities                                     -            -       (60,461)             -       (60,461)
        Non-regulated businesses and other                               -     (123,121)       (6,702)             -      (129,823)
     Other                                                           3,309        9,691       (22,245)        (3,325)      (12,570)
                                                                 ------------------------------------------------------------------
        Net cash flows from (used for) investing activities          3,309     (113,430)      (89,408)        (3,325)     (202,854)
                                                                 ------------------------------------------------------------------
 Net increase (decrease) in cash and temporary cash investments     19,494      (62,687)      112,415       (102,746)      (33,524)
                                                                 ------------------------------------------------------------------
 Cash and temporary cash investments at beginning of period            574      133,957        13,884              -       148,415
                                                                 ------------------------------------------------------------------
 Cash and temporary cash investments at end of period              $20,068      $71,270      $126,299      ($102,746)     $114,891
                                                                 ==================================================================

 Supplemental cash flows information:
     Cash paid during the period for:
        Interest                                                    $4,783      $13,689       $22,983             $-       $41,455
                                                                 ==================================================================
        Income taxes                                                $1,000         $439        $4,442             $-        $5,881
                                                                 ==================================================================
     Noncash investing and financing activities:
        Capital lease obligations incurred                              $-           $-        $3,220             $-        $3,220
                                                                 ==================================================================
</TABLE>
                                       14
<PAGE>
<TABLE>
<CAPTION>
                                         INTERSTATE POWER AND LIGHT COMPANY
                                    CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                                                                              For the Three Months Ended March 31,
                                                                                  2002                     2001
----------------------------------------------------------------------------------------------------------------------
                                                                                          (in thousands)
<S>                                                                                    <C>                     <C>
Operating revenues:
  Electric utility                                                                   $199,003                $221,552
  Gas utility                                                                          71,742                 164,186
  Steam                                                                                 8,050                   9,643
                                                                        ----------------------   ---------------------
                                                                                      278,795                 395,381
                                                                        ----------------------   ---------------------

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

Operating expenses:
  Electric and steam production fuels                                                  32,342                  40,112
  Purchased power                                                                      28,159                  46,363
  Cost of gas sold                                                                     46,360                 132,006
  Other operation and maintenance                                                      80,656                  84,454
  Depreciation and amortization                                                        36,211                  36,889
  Taxes other than income taxes                                                        16,916                  15,586
                                                                        ----------------------   ---------------------
                                                                                      240,644                 355,410
                                                                        ----------------------   ---------------------

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

Operating income                                                                       38,151                  39,971
                                                                        ----------------------   ---------------------

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

Interest expense and other:
  Interest expense                                                                     16,274                  17,478
  Allowance for funds used during construction                                           (980)                 (1,185)
  Miscellaneous, net                                                                     (428)                 (2,211)
                                                                        ----------------------   ---------------------
                                                                                       14,866                  14,082
                                                                        ----------------------   ---------------------

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

Income before income taxes                                                             23,285                  25,889
                                                                        ----------------------   ---------------------

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

Income taxes                                                                           10,410                  10,205
                                                                        ----------------------   ---------------------

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

Net income                                                                             12,875                  15,684
                                                                        ----------------------   ---------------------

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

Preferred dividend requirements                                                           855                     852
                                                                        ----------------------   ---------------------

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

Earnings available for common stock                                                   $12,020                 $14,832
                                                                        ======================   =====================

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

</TABLE>
                                       15
<PAGE>
<TABLE>
<CAPTION>
                                       INTERSTATE POWER AND LIGHT COMPANY
                                           CONSOLIDATED BALANCE SHEETS

                                                                                  March 31,
                                                                                    2002             December 31,
ASSETS                                                                           (Unaudited)             2001
------------------------------------------------------------------------------------------------------------------
                                                                                          (in thousands)
<S>                                                                                   <C>                 <C>
Property, plant and equipment:
  Electric plant in service                                                        $3,380,425          $3,344,188
  Gas plant in service                                                                318,214             316,613
  Steam plant in service                                                               59,683              59,452
  Other plant in service                                                              185,871             182,868
  Accumulated depreciation                                                         (2,082,746)         (2,046,756)
                                                                            ------------------   -----------------
     Net plant                                                                      1,861,447           1,856,365
  Construction work in progress                                                        69,428              73,241
  Leased nuclear fuel, net of amortization                                             34,241              37,407
  Other, net                                                                            7,324               6,703
                                                                            ------------------   -----------------
                                                                                    1,972,440           1,973,716
                                                                            ------------------   -----------------

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

Current assets:
  Cash and temporary cash investments                                                   5,735               8,962
  Accounts receivable:
    Customer, less allowance for doubtful accounts
      of $1,646 and $1,564, respectively                                               12,041              19,950
    Associated companies                                                                4,119               4,718
    Other, less allowance for doubtful accounts
      of $405 and $319, respectively                                                   16,365              25,497
  Income tax refunds receivable                                                         6,412               6,412
  Production fuel, at average cost                                                     29,574              32,083
  Materials and supplies, at average cost                                              29,418              29,121
  Gas stored underground, at average cost                                               4,559              18,447
  Regulatory assets                                                                     9,729              12,495
  Prepayments and other                                                                 5,607               5,060
                                                                            ------------------   -----------------
                                                                                      123,559             162,745
                                                                            ------------------   -----------------

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

Investments:
  Nuclear decommissioning trust funds                                                 118,872             117,159
  Other                                                                                15,181              15,157
                                                                            ------------------   -----------------
                                                                                      134,053             132,316
                                                                            ------------------   -----------------

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

Other assets:
  Regulatory assets                                                                   129,219             132,109
  Deferred charges and other                                                           28,976              31,103
                                                                            ------------------   -----------------
                                                                                      158,195             163,212
                                                                            ------------------   -----------------

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

Total assets                                                                       $2,388,247          $2,431,989
                                                                            ==================   =================

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

</TABLE>
                                       16
<PAGE>
<TABLE>
<CAPTION>
                                        INTERSTATE POWER AND LIGHT COMPANY
                                      CONSOLIDATED BALANCE SHEETS (Continued)

                                                                                  March 31,
                                                                                    2002               December 31,
CAPITALIZATION AND LIABILITIES                                                   (Unaudited)               2001
--------------------------------------------------------------------------------------------------------------------
                                                                               (in thousands, except share amounts)
<S>                                                                                    <C>                   <C>
Capitalization:
  Common stock - $2.50 par value - authorized 24,000,000
    shares; 13,370,788 shares outstanding                                             $33,427               $33,427
  Additional paid-in capital                                                          422,445               422,461
  Retained earnings                                                                   360,137               368,203
  Accumulated other comprehensive loss                                                 (2,131)               (2,131)
                                                                            ------------------     -----------------
    Total common equity                                                               813,878               821,960
                                                                            ------------------     -----------------

  Cumulative preferred stock, not mandatorily redeemable                               29,139                29,139
  Cumulative preferred stock, mandatorily redeemable                                   24,895                24,850
  Long-term debt (excluding current portion)                                          860,155               860,068
                                                                            ------------------     -----------------
                                                                                    1,728,067             1,736,017
                                                                            ------------------     -----------------

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

Current liabilities:
  Current maturities and sinking funds                                                    560                   560
  Capital lease obligations                                                            14,021                15,292
  Notes payable to associated companies                                                29,246                38,047
  Accounts payable                                                                     41,961                55,249
  Accounts payable to associated companies                                             35,493                38,255
  Accrued interest                                                                     14,654                14,715
  Accrued taxes                                                                        71,694                70,747
  Other                                                                                31,186                36,424
                                                                            ------------------     -----------------
                                                                                      238,815               269,289
                                                                            ------------------     -----------------

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

Other long-term liabilities and deferred credits:
  Accumulated deferred income taxes                                                   266,579               268,010
  Accumulated deferred investment tax credits                                          33,878                34,491
  Pension and other benefit obligations                                                42,722                40,573
  Environmental liabilities                                                            36,197                38,206
  Capital lease obligations                                                            20,273                22,171
  Other                                                                                21,716                23,232
                                                                            ------------------     -----------------
                                                                                      421,365               426,683
                                                                            ------------------     -----------------

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

Total capitalization and liabilities                                               $2,388,247            $2,431,989
                                                                            ==================     =================

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

</TABLE>
                                       17
<PAGE>
<TABLE>
<CAPTION>
                                INTERSTATE POWER AND LIGHT COMPANY
                         CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                           For the Three Months
                                                                              Ended March 31,
                                                                           2002            2001
---------------------------------------------------------------------------------------------------
                                                                             (in thousands)
<S>                                                                          <C>             <C>
Cash flows from operating activities:
  Net income                                                               $12,875         $15,684
  Adjustments to reconcile net income to net cash
   flows from operating activities:
     Depreciation and amortization                                          36,211          36,889
     Amortization of leased nuclear fuel                                     3,615           3,998
     Amortization of deferred energy efficiency expenditures                   983           7,952
     Deferred tax benefits and investment tax credits                       (2,180)         (6,714)
     Refueling outage provision                                              2,005           1,245
     Other                                                                     272             597
  Other changes in assets and liabilities:
     Accounts receivable                                                    17,640          10,027
     Gas stored underground                                                 13,888          19,277
     Accounts payable                                                       (9,451)        (37,744)
     Accrued taxes                                                             947          18,460
     Adjustment clause balances                                             (8,345)          7,108
     Benefit obligations and other                                           7,362           3,961
                                                                     --------------  --------------
       Net cash flows from operating activities                             75,822          80,740
                                                                     --------------  --------------

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

Cash flows from (used for) financing activities:
    Common stock dividends                                                 (20,086)        (20,085)
    Preferred stock dividends                                                 (855)           (852)
    Proceeds from issuance of long-term debt                                     -         200,000
    Net change in short-term borrowings                                     (8,801)       (169,314)
    Principal payments under capital lease obligations                      (3,516)         (4,226)
    Other                                                                       29          (2,210)
                                                                     --------------  --------------
      Net cash flows from (used for) financing activities                  (33,229)          3,313
                                                                     --------------  --------------

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

Cash flows used for investing activities:
    Utility construction expenditures                                      (38,260)        (32,083)
    Nuclear decommissioning trust funds                                     (1,502)         (1,502)
    Other                                                                   (6,058)         (5,451)
                                                                     --------------  --------------
      Net cash flows used for investing activities                         (45,820)        (39,036)
                                                                     --------------  --------------

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

Net increase (decrease) in cash and temporary cash investments              (3,227)         45,017
                                                                     --------------  --------------

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

Cash and temporary cash investments at beginning of period                   8,962           9,626
                                                                     --------------  --------------

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

Cash and temporary cash investments at end of period                        $5,735         $54,643
                                                                     ==============  ==============

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

Supplemental cash flows information:
  Cash paid during the period for:
    Interest                                                               $16,044         $11,321
                                                                     ==============  ==============
    Income taxes                                                               $ -            $400
                                                                     ==============  ==============
  Noncash investing and financing activities:
    Capital lease obligations incurred and other                              $448          $3,220
                                                                     ==============  ==============

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

</TABLE>
                                       18
<PAGE>

                      INTERSTATE POWER AND LIGHT COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

    Except as modified below, the Alliant Energy Notes to Consolidated
    Financial Statements are incorporated by reference insofar as they relate
    to IP&L.

 1. The interim consolidated financial statements included herein have been
    prepared by IP&L, without audit, pursuant to the rules and regulations of
    the SEC.  Accordingly, certain information and footnote disclosures
    normally included in financial statements prepared in accordance with
    accounting principles generally accepted in the U.S. have been condensed
    or omitted, although management believes that the disclosures are adequate
    to make the information presented not misleading.  The merger of IPC with
    and into IESU was effective January 1, 2002 and IESU changed its name to
    IP&L.  These statements are prepared on the basis of accounting for the
    merger as a common control merger.  Certain adjustments have been made to
    the prior period amounts as part of the restatement to reflect the common
    control transaction.  IP&L is a subsidiary of Alliant Energy.  These
    financial statements should be read in conjunction with IESU's financial
    statements and the notes thereto included in IP&L's latest Annual Report
    on Form 10-K and with IP&L's pro forma combined financial statements and
    notes thereto included in IP&L's Current Report on Form 8-K dated January
    1, 2002, as amended by IP&L's Current Report on Form 8-K/A.

    In the opinion of management, all adjustments, which are normal and
    recurring in nature, necessary for a fair presentation of (a) the
    consolidated results of operations for the three months ended March 31,
    2002 and 2001, (b) the consolidated financial position at March 31, 2002
    and December 31, 2001, and (c) the consolidated statement of cash flows
    for the three months ended March 31, 2002 and 2001, have been made.
    Because of the seasonal nature of IP&L's operations, results for the three
    months ended March 31, 2002 are not necessarily indicative of results that
    may be expected for the year ending December 31, 2002.

2.  IP&L's comprehensive income, and the components of other comprehensive
    income, net of taxes, for the three months ended March 31 were as follows
    (in thousands):

<TABLE>
<CAPTION>
                                                                                     2002            2001
                                                                                  ------------    ------------
      <S>                                                                              <C>             <C>
      Earnings available for common stock                                            $12,020         $14,832

        Other comprehensive income:
           Reclassification adjustment for losses included in earnings
             available for common stock related to derivatives
             qualified as hedges, net of tax                                              --              18
                                                                                  ------------    ------------
        Other comprehensive income                                                        --              18

                                                                                  ------------    ------------
      Comprehensive income                                                           $12,020         $14,850
                                                                                  ============    ============
</TABLE>

3.  Certain financial information relating to IP&L's significant business
    segments is presented below.  Intersegment revenues were not material
    to IP&L's operations.

<TABLE>
<CAPTION>
                                                       Electric        Gas          Other         Total
                                                    -------------------------------------------------------
                                                                        (in thousands)
     <S>                                                   <C>          <C>            <C>           <C>
     Three Months Ended March 31, 2002
     ---------------------------------
     Operating revenues                                 $199,003      $71,742         $8,050      $278,795
     Operating income                                     27,898        8,180          2,073        38,151
     Earnings available for common stock                                              12,020        12,020

     Three Months Ended March 31, 2001
     ---------------------------------
     Operating revenues                                 $221,552     $164,186         $9,643      $395,381
     Operating income                                     25,903       13,361            707        39,971
     Earnings available for common stock                                              14,832        14,832

</TABLE>
                                       19
<PAGE>
<TABLE>
<CAPTION>
                                         WISCONSIN POWER AND LIGHT COMPANY
                                   CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                                                                               For the Three Months Ended March 31,
                                                                                   2002                    2001
---------------------------------------------------------------------------------------------------------------------
                                                                                            (in thousands)
<S>                                                                                     <C>                    <C>
Operating revenues:
  Electric utility                                                                   $171,759               $190,391
  Gas utility                                                                          56,499                125,632
  Water                                                                                 1,290                  1,153
                                                                        ----------------------  ---------------------
                                                                                      229,548                317,176
                                                                        ----------------------  ---------------------

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

Operating expenses:
  Electric production fuels                                                            30,269                 35,072
  Purchased power                                                                      44,177                 52,370
  Cost of gas sold                                                                     37,396                106,252
  Other operation and maintenance                                                      51,107                 45,635
  Depreciation and amortization                                                        33,506                 32,565
  Taxes other than income taxes                                                         8,950                  8,306
                                                                        ----------------------  ---------------------
                                                                                      205,405                280,200
                                                                        ----------------------  ---------------------

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

Operating income                                                                       24,143                 36,976
                                                                        ----------------------  ---------------------

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

Interest expense and other:
  Interest expense                                                                     10,196                 11,196
  Equity income from unconsolidated investments                                        (4,387)                (4,850)
  Allowance for funds used during construction                                           (674)                (1,117)
  Miscellaneous, net                                                                   (6,141)                   481
                                                                        ----------------------  ---------------------
                                                                                       (1,006)                 5,710
                                                                        ----------------------  ---------------------

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

Income before income taxes                                                             25,149                 31,266
                                                                        ----------------------  ---------------------

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

Income taxes                                                                            9,404                 12,000
                                                                        ----------------------  ---------------------

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

Net income                                                                             15,745                 19,266
                                                                        ----------------------  ---------------------

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

Preferred dividend requirements                                                           828                    828
                                                                        ----------------------  ---------------------

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

Earnings available for common stock                                                   $14,917                $18,438
                                                                        ======================  =====================

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

</TABLE>
                                       20
<PAGE>
<TABLE>
<CAPTION>
                                      WISCONSIN POWER AND LIGHT COMPANY
                                         CONSOLIDATED BALANCE SHEETS

                                                                              March 31,
                                                                                 2002            December 31,
ASSETS                                                                       (Unaudited)             2001
---------------------------------------------------------------------------------------------------------------
                                                                                    (in thousands)
<S>                                                                               <C>                  <C>
Property, plant and equipment:
  Electric plant in service                                                    $1,798,194           $1,779,593
  Gas plant in service                                                            283,950              280,881
  Water plant in service                                                           32,582               32,497
  Other plant in service                                                          245,985              243,121
  Accumulated depreciation                                                     (1,357,532)          (1,328,111)
                                                                         -----------------   ------------------
    Net plant                                                                   1,003,179            1,007,981
  Construction work in progress                                                    42,028               37,828
  Nuclear fuel, net of amortization                                                15,919               17,404
  Other, net                                                                          682                  681
                                                                         -----------------   ------------------
                                                                                1,061,808            1,063,894
                                                                         -----------------   ------------------

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

Current assets:
  Cash and temporary cash investments                                                 535                4,389
  Accounts receivable:
    Customer, less allowance for doubtful accounts
      of $1,708 and $1,543, respectively                                           24,129               33,190
    Associated companies                                                            1,010                3,676
    Other                                                                          15,507               16,571
  Production fuel, at average cost                                                 14,423               17,314
  Materials and supplies, at average cost                                          20,909               20,669
  Gas stored underground, at average cost                                           9,375               22,187
  Prepaid gross receipts tax                                                       19,255               25,673
  Other                                                                             7,473               13,018
                                                                         -----------------   ------------------
                                                                                  112,616              156,687
                                                                         -----------------   ------------------

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

Investments:
  Nuclear decommissioning trust funds                                             219,742              215,794
  Investment in ATC and other                                                     128,071              127,941
                                                                         -----------------   ------------------
                                                                                  347,813              343,735
                                                                         -----------------   ------------------

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

Other assets:
  Regulatory assets                                                               117,796              109,864
  Deferred charges and other                                                      197,534              205,702
                                                                         -----------------   ------------------
                                                                                  315,330              315,566
                                                                         -----------------   ------------------

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

Total assets                                                                   $1,837,567           $1,879,882
                                                                         =================   ==================

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

</TABLE>
                                       21
<PAGE>
<TABLE>
<CAPTION>
                                         WISCONSIN POWER AND LIGHT COMPANY
                                      CONSOLIDATED BALANCE SHEETS (Continued)

                                                                                  March 31,
                                                                                    2002                December 31,
CAPITALIZATION AND LIABILITIES                                                   (Unaudited)                2001
---------------------------------------------------------------------------------------------------------------------
                                                                                 (in thousands, except share amounts)
<S>                                                                                    <C>                    <C>
Capitalization:
  Common stock - $5 par value - authorized 18,000,000 shares;
       13,236,601 shares outstanding                                                  $66,183                $66,183
  Additional paid-in capital                                                          264,603                264,603
  Retained earnings                                                                   381,662                381,333
  Accumulated other comprehensive loss                                                (14,232)               (10,167)
                                                                            ------------------      -----------------
    Total common equity                                                               698,216                701,952
                                                                            ------------------      -----------------

  Cumulative preferred stock                                                           59,963                 59,963
  Long-term debt (excluding current portion)                                          468,114                468,083
                                                                            ------------------      -----------------
                                                                                    1,226,293              1,229,998
                                                                            ------------------      -----------------

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

Current liabilities:
  Variable rate demand bonds                                                           55,100                 55,100
  Notes payable to associated companies                                                56,224                 90,816
  Accounts payable                                                                     73,636                 98,173
  Accounts payable to associated companies                                             32,823                 36,678
  Other                                                                                61,613                 35,219
                                                                            ------------------      -----------------
                                                                                      279,396                315,986
                                                                            ------------------      -----------------

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

Other long-term liabilities and deferred credits:
  Accumulated deferred income taxes                                                   198,072                206,245
  Accumulated deferred investment tax credits                                          24,490                 24,907
  Customer advances                                                                    32,007                 34,178
  Pension and other benefit obligations                                                18,261                 18,175
  Other                                                                                59,048                 50,393
                                                                            ------------------      -----------------
                                                                                      331,878                333,898
                                                                            ------------------      -----------------

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

Total capitalization and liabilities                                               $1,837,567             $1,879,882
                                                                            ==================      =================

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

</TABLE>
                                       22
<PAGE>
<TABLE>
<CAPTION>
                                    WISCONSIN POWER AND LIGHT COMPANY
                             CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                                 For the Three Months
                                                                                    Ended March 31,
                                                                                 2002              2001
-----------------------------------------------------------------------------------------------------------
                                                                                     (in thousands)
<S>                                                                                 <C>              <C>
Cash flows from operating activities:
  Net income                                                                      $15,745          $19,266
  Adjustments to reconcile net income to net cash
   flows from operating activities:
     Depreciation and amortization                                                 33,506           32,565
     Amortization of nuclear fuel                                                   1,481            1,423
     Deferred tax benefits and investment tax credits                              (4,033)          (4,626)
     Equity income from unconsolidated investments, net                            (4,387)          (4,850)
     Distributions from equity method investments                                   4,227              211
     Other                                                                         (6,808)          (2,373)
  Other changes in assets and liabilities:
     Accounts receivable                                                           12,791            4,914
     Production fuel                                                                2,891            6,280
     Gas stored underground                                                        12,812            7,255
     Prepaid gross receipts tax                                                     6,418            5,772
     Accounts payable                                                             (23,945)         (34,660)
     Accrued taxes                                                                 11,356           10,455
     Benefit obligations and other                                                 27,318           18,244
                                                                          ----------------  ---------------
       Net cash flows from operating activities                                    89,372           59,876
                                                                          ----------------  ---------------

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

Cash flows used for financing activities:
    Common stock dividends                                                        (14,588)         (15,953)
    Preferred stock dividends                                                        (828)            (828)
    Net change in short-term borrowings                                           (34,592)           5,605
    Other                                                                               -               82
                                                                          ----------------  ---------------
      Net cash flows used for financing activities                                (50,008)         (11,094)
                                                                          ----------------  ---------------

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

Cash flows used for investing activities:
    Utility construction expenditures                                             (28,572)         (28,379)
    Nuclear decommissioning trust funds                                           (13,935)         (13,935)
    Other                                                                            (711)          (1,245)
                                                                          ----------------  ---------------
      Net cash flows used for investing activities                                (43,218)         (43,559)
                                                                          ----------------  ---------------

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

Net increase (decrease) in cash and temporary cash investments                     (3,854)           5,223
                                                                          ----------------  ---------------

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

Cash and temporary cash investments at beginning of period                          4,389            2,584
                                                                          ----------------  ---------------

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

Cash and temporary cash investments at end of period                                 $535           $7,807
                                                                          ================  ===============

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

Supplemental cash flows information:
  Cash paid during the period for:
    Interest                                                                      $10,780          $11,662
                                                                          ================  ===============
    Income taxes                                                                   $1,701           $3,984
                                                                          ================  ===============

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

</TABLE>
                                       23
<PAGE>

                       WISCONSIN POWER AND LIGHT COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

    Except as modified below, the Alliant Energy Notes to Consolidated
    Financial Statements are incorporated by reference insofar as they relate
    to WP&L.

 1. The interim consolidated financial statements included herein have been
    prepared by WP&L, without audit, pursuant to the rules and regulations of
    the SEC.  Accordingly, certain information and footnote disclosures
    normally included in financial statements prepared in accordance with
    accounting principles generally accepted in the U.S. have been condensed
    or omitted, although management believes that the disclosures are adequate
    to make the information presented not misleading.  The consolidated
    financial statements include WP&L and its consolidated subsidiaries.  WP&L
    is a subsidiary of Alliant Energy.  These financial statements should be
    read in conjunction with the financial statements and the notes thereto
    included in WP&L's latest Annual Report on Form 10-K.

    In the opinion of management, all adjustments, which are normal and
    recurring in nature, necessary for a fair presentation of (a) the
    consolidated results of operations for the three months ended March 31,
    2002 and 2001, (b) the consolidated financial position at March 31, 2002
    and December 31, 2001, and (c) the consolidated statement of cash flows
    for the three months ended March 31, 2002 and 2001, have been made.
    Because of the seasonal nature of WP&L's operations, results for the three
    months ended March 31, 2002 are not necessarily indicative of results that
    may be expected for the year ending December 31, 2002.

2.  WP&L's comprehensive income, and the components of other comprehensive
    income (loss), net of taxes, for the three months ended March 31 were as
    follows (in thousands):

<TABLE>
<CAPTION>
                                                                                       2002            2001
                                                                                    ------------    ------------
      <S>                                                                                <C>             <C>
      Earnings available for common stock                                              $14,917         $18,438

        Other comprehensive income (loss):
           Unrealized gains (losses) on derivatives qualified as hedges:
              Unrealized holding gains arising during period, net of tax                   222             964
              Less:  reclassification adjustment for gains (losses) included in
                earnings available for common stock, net of tax                          4,287          (3,781)
                                                                                    ------------    ------------
           Net unrealized gains (losses) on qualifying derivatives                      (4,065)          4,745
                                                                                    ------------    ------------
        Other comprehensive income (loss)                                               (4,065)          4,745

                                                                                    ------------    ------------
      Comprehensive income                                                             $10,852         $23,183
                                                                                    ============    ============
</TABLE>

3.  Certain financial information relating to WP&L's significant business
    segments is presented below.  Intersegment revenues were not material to
    WP&L's operations.

<TABLE>
<CAPTION>
                                                       Electric        Gas          Other         Total
                                                    --------------------------------------------------------
                                                                         (in thousands)
     <S>                                                   <C>          <C>             <C>          <C>
     Three Months Ended March 31, 2002
     ---------------------------------
     Operating revenues                                 $171,759      $56,499         $1,290      $229,548
     Operating income                                     18,509        5,248            386        24,143
     Earnings available for common stock                                              14,917        14,917

     Three Months Ended March 31, 2001
     ---------------------------------
     Operating revenues                                 $190,391     $125,632         $1,153      $317,176
     Operating income                                     30,671        6,120            185        36,976
     Earnings available for common stock                                              18,438        18,438

</TABLE>
                                       24
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The primary first tier  subsidiaries  of Alliant  Energy  include:  IP&L,  WP&L,
Resources and Corporate  Services.  Among various other regulatory  constraints,
Alliant  Energy is operating  as a registered  public  utility  holding  company
subject to the  limitations  imposed by PUHCA.  This MD&A  includes  information
relating to Alliant  Energy,  IP&L and WP&L (as well as Resources  and Corporate
Services). Where appropriate, information relating to a specific entity has been
segregated and labeled as such. The following  discussion and analysis should be
read in  conjunction  with the  Consolidated  Financial  Statements and Notes to
Consolidated  Financial  Statements  included  in  this  report  as  well as the
financial  statements,  notes and MD&A included in Alliant Energy's,  IP&L's and
WP&L's latest Annual Report on Form 10-K.

                          FORWARD-LOOKING STATEMENTS

Statements contained in this report (including MD&A) that are not of
historical fact are forward-looking statements intended to qualify for the
safe harbors from liability established by the Private Securities Litigation
Reform Act of 1995.  Such forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed in, or implied by, such statements.  Some, but not all, of the
risks and uncertainties include: factors listed in "Other Matters - Other
Future Considerations" and in "Future Earnings Outlook;" weather effects on
sales and revenues; general economic and political conditions in Alliant
Energy's domestic service territories; federal, state and international
regulatory or governmental actions, including issues associated with the
deregulation of the domestic utility industry and the ability to obtain
adequate and timely rate relief; unanticipated construction and acquisition
expenditures; issues related to stranded costs and the recovery thereof;
unanticipated issues related to the supply of purchased electricity and price
thereof; unexpected issues related to the operations of Alliant Energy's
nuclear facilities; unanticipated costs associated with certain environmental
remediation efforts being undertaken by Alliant Energy and with environmental
compliance generally; unanticipated developments that adversely impact
Alliant Energy's strategy to grow its non-regulated businesses; Alliant
Energy's ability to identify and successfully complete acquisitions and
development projects; improved results from Alliant Energy's Brazil
investments, as well as continued growth in earnings from its China
investments; unanticipated shifts in earnings at Whiting; continued improved
profitability of Alliant Energy's other non-regulated businesses as a whole,
including the Integrated Services and Generation and Trading business units;
no material permanent declines in the fair market value of, or expected cash
flows from, Alliant Energy's investments; technological developments;
employee workforce factors, including changes in key executives, collective
bargaining agreements or work stoppages; political, legal, economic and
exchange rate conditions in foreign countries Alliant Energy has investments
in; and changes in the rate of inflation.  Alliant Energy assumes no
obligation, and disclaims any duty, to update the forward-looking statements
in this report.

                            UTILITY INDUSTRY REVIEW

A summary of the regulatory environment is included in the Form 10-K filed by
Alliant Energy, IP&L and WP&L for the year ended December 31, 2001.  Set
forth below are several recent developments relating to the regulatory
environment.

Overview - In September 2001, six electric utility companies, including IESU
--------
and IPC, filed an application with FERC to create TRANSLink, a for-profit,
transmission-only company.  In April 2002, FERC conditionally approved the
formation of TRANSLink and TRANSLink's participation in the Midwest ISO.
Current plans call for IP&L to contribute its transmission assets, which have
an estimated net book value of approximately $317 million, to TRANSLink in
exchange for a corresponding ownership interest in TRANSLink.  The TRANSLink
proposal is also subject to receipt of all required state regulatory
approvals.  TRANSLink is currently expected to be operational in 2003.

FERC is pursuing a redesign of the electric wholesale markets and is expected
to issue proposed market rules in the Summer of 2002, which will define the
manner in which electric markets operate and the role that RTOs will perform

                                       25
<PAGE>

in that market.  Alliant Energy cannot presently predict the impact these
proposed rules may have on its financial condition and results of
operations.

Rates and Regulatory Matters
----------------------------
WP&L - In April 2002, the PSCW issued an interim rate order in WP&L's current
retail rate case authorizing a total increase of approximately $49 million
($34 million for retail electric and $15 million for retail natural gas).
The interim rates became effective April 25, 2002, and if final rates are set
lower than interim rates, customers would receive a refund of the difference,
plus interest.  As of April 2002, WP&L's final rate request totaled $85
million ($58 million for retail electric, $25 million for retail natural gas
and $2 million for water) and final rates, as approved by the PSCW, are
expected to be implemented in late June or early July 2002.  Also, in
February 2002, WP&L filed a $6.2 million request with FERC for new wholesale
electric base rates.  In May 2002, WP&L filed a $59 million ($48 million for
retail electric, $10 million for retail natural gas and $1 million for retail
water) base rate increase request with the PSCW to be effective on January 1,
2003.  This 2003 increase is related to infrastructure investments in
reliability, fuel and purchased-power costs, and costs related to increasing
the amount of WP&L's equity.

In March 2002, WP&L filed with the PSCW to refund approximately $4 million to
customers based on lower than projected fuel and purchased-power costs in
2001.  In addition, in March 2002, WP&L filed with and received approval from
the PSCW for a decrease in retail electric rates of approximately $19 million,
effective March 23, 2002, based on lower 2002 fuel and purchased-power costs.
The refund amounts ultimately provided by WP&L are subject to PSCW approval.
WP&L had recorded the necessary reserves for refunds at March 31, 2002.

IP&L - In March 2002, IP&L filed an electric base rate case with the IUB
requesting an increase in electric revenues of approximately $82 million for
recovery of its investments in its infrastructure that are intended to enable
IP&L to continue delivering reliable utility service.  Also in March 2002,
IP&L filed a request for interim rate relief related to such filing of
approximately $22 million.  If granted, the interim and final rate increases
will go into effect, subject to refund, no later than 90 days and 10 months,
respectively, after the filing.  IP&L plans on filing a natural gas base rate
case with the IUB in the Summer of 2002.

In January 2001, the IUB issued an order requiring IESU and IPC to file a
joint fuel procurement plan for the purpose of evaluating the reasonableness
of the Iowa utilities' fuel procurement contracts.  In April 2002, the IUB
issued an order which found no reason to require a refund of past fuel and
purchased-power cost collections or disallow recovery of ongoing
collections.  However, the IUB indicated it will continue to examine in other
forums several issues related to purchased-power contracts, the design of the
fuel cost recovery mechanism and long-term planning practices.  IP&L cannot
presently predict the impact this matter may have on its financial condition
and results of operations.

                     ALLIANT ENERGY RESULTS OF OPERATIONS

Unless otherwise noted, all "per share" references in the Results of
Operations section refer to earnings per diluted share.

Overview - First Quarter Results - Alliant Energy's EPS for the first quarter
--------------------------------
of 2002 and 2001 were as follows:

<TABLE>
<CAPTION>
                                                                                         2002        2001
                                                                                       --------    --------
<S>                                                                                       <C>         <C>
EPS per accounting principles generally accepted in the U.S.                             $0.11       $0.12
Plus:  EPS related to non-cash SFAS 133 valuation charges:
         Electricity derivatives of a foreign affiliate of Alliant Energy                  --         0.30
         30-year exchangeable senior notes                                                0.02        0.03
       Valuation charge related to Alliant Energy's McLeod investment                     0.14         --
Less:  EPS related to non-cash SFAS 133 income from the valuation of electricity
           derivatives of a foreign affiliate of Alliant Energy                           0.22         --
                                                                                       --------    --------
Adjusted EPS                                                                             $0.05       $0.45
                                                                                       ========    ========
</TABLE>
                                       26
<PAGE>

The first quarter 2002 decrease in adjusted earnings was primarily due to a
decrease from Alliant Energy's non-regulated businesses of $0.31 per share.
Contributing to the decrease were lower earnings from Alliant Energy's:
Investments business unit of $0.16 per share; the Integrated Services
business unit of $0.07 per share; the International business unit of $0.04
per share; and a $0.04 per share asset valuation charge at Alliant Energy's
Energy Technologies division.  Earnings from utility operations decreased
$0.08 per share due to increased operating expenses and lower electric and
gas margins.

In the previous table, all of the adjustments to EPS per accounting
principles generally accepted in the U.S. were recorded at Alliant Energy's
non-regulated businesses.  The lower earnings from the Investments business
unit were largely due to a 64% decrease in Whiting's average gas sales prices
compared to the extraordinarily high gas prices of the first quarter of
2001.  A 28% decrease in average oil sales prices and decreased oil volumes
sold also contributed to the earnings decrease.  These items were partially
offset by an increase in gas sales volumes.  The reduced earnings at the
Integrated Services business unit were primarily due to recording an asset
valuation charge of $0.06 per share in the first quarter of 2002 related to
its $10 million investment in Enermetrix, an energy technology start-up
enterprise.  Alliant Energy divested its ownership interest in Enermetrix in
the second quarter of 2002.  The decrease in income from the International
business unit was primarily due to lower results from its Southern Hydro
generation investment in Australia.  Such earnings decrease resulted from
lower sales due to mild weather conditions and lower spot market prices.  A
slight increase in earnings from Alliant Energy's China investments was
offset by a modest decrease in earnings from its Brazil investments.  Due to
Brazil's drought conditions, earnings were negatively impacted in the first
quarter of 2002 by a government-imposed rationing program.  Brazil has
recently received significant rainfall and, therefore, the government
completely lifted its rationing program effective March 1, 2002.  As a
result, Alliant Energy expects electricity sales to begin returning to more
normal levels through the rest of the year.  In addition, wholesale spot
market prices in Brazil have been unusually low.  These lower market prices
have impacted the profitability of a new thermal plant constructed by Alliant
Energy and its Brazilian partners that began operating in late 2001.  Alliant
Energy's Energy Technologies division recorded an asset valuation charge of
$0.04 per share in the first quarter of 2002 related to its $10 million
investment in Capstone, a publicly-traded microturbine producer.

Electric Utility Operations - Electric margins and MWh sales for Alliant
---------------------------
Energy for the three months ended March 31 were as follows (in thousands):

<TABLE>
<CAPTION>
                                            Revenues and Costs                        MWhs Sold
                                  --------------------------------------- -----------------------------------
                                        2002          2001       Change      2002       2001       Change
                                  --------------------------------------- -----------------------------------
<S>                                      <C>           <C>        <C>         <C>         <C>        <C>
Residential                           $137,247      $149,687      (8%)       1,874       1,971       (5%)
Commercial                              77,792        85,054      (9%)       1,295       1,331       (3%)
Industrial                             108,080       116,667      (7%)       2,846       2,982       (5%)
                                  ----------------------------            -----------------------
   Total from ultimate customers       323,119       351,408      (8%)       6,015       6,284       (4%)
Sales for resale                        36,410        48,423     (25%)       1,202       1,257       (4%)
Other                                   11,233        12,112      (7%)          44          42        5%
                                  ----------------------------            -----------------------
   Total revenues/sales                370,762       411,943     (10%)       7,261       7,583       (4%)
                                                                          =======================
Electric production fuels expense       58,760        68,274     (14%)
Purchased-power expense                 72,337        98,733     (27%)
                                  ----------------------------
   Margin                             $239,665      $244,936      (2%)
                                  ============================

</TABLE>

Electric margin decreased $5.3 million, or 2%, primarily related to decreased
retail sales due to extremely mild weather in the first quarter of 2002 and a
continuing sluggish economy in the upper Midwest.  Reduced energy
conservation revenues also contributed to the decrease.  These items were
partially offset by lower purchased-power and fuel costs and increased sales
from continued retail customer growth.  The economic slowdown had the most
significant impact on electric industrial sales, which were down nearly 5%
for the three-month period.  Refer to "Utility Industry Review - Rates and
Regulatory Matters" for discussion of various rate filings.

                                       27
<PAGE>

Gas Utility Operations - Gas margins and Dth sales for Alliant Energy for the
----------------------
three months ended March 31 were as follows (in thousands):

<TABLE>
<CAPTION>
                                          Revenues and Costs                      Dths Sold
                                 -----------------------------------  ----------------------------------
                                     2002         2001       Change      2002       2001      Change
                                 -----------------------------------  ----------------------------------
<S>                                   <C>          <C>         <C>        <C>        <C>        <C>
Residential                         $76,586     $166,557      (54%)      13,419     15,580     (14%)
Commercial                           37,996       89,055      (57%)       7,830      9,059     (14%)
Industrial                            6,041       14,623      (59%)       1,469      1,630     (10%)
Transportation/other                  7,618       19,583      (61%)      12,814     13,959      (8%)
                                 --------------------------           ----------------------
   Total revenues/sales             128,241      289,818      (56%)      35,532     40,228     (12%)
                                                                      ======================
Cost of utility gas sold             83,756      238,258      (65%)
                                 --------------------------
   Margin                           $44,485      $51,560      (14%)
                                 ==========================

</TABLE>

Gas revenues and cost of utility gas sold decreased significantly due to the
large decrease in natural gas prices from the first quarter of 2001.  Due to
Alliant Energy's rate recovery mechanisms for gas costs, these increases
alone had little impact on gas margin.  Gas margin decreased $7.1 million, or
14%, primarily due to the impact of lower sales resulting from extremely mild
weather in the first quarter of 2002 and continued sluggish economic
conditions in the upper Midwest.  Reduced energy conservation revenues also
contributed to the decrease.  These items were partially offset by increased
sales from continued retail customer growth and improved performance related
to WP&L's performance-based commodity cost recovery program.  Refer to
"Utility Industry Review - Rates and Regulatory Matters" for discussion of
various rate filings.

Non-regulated and Other Revenues - Details regarding Alliant Energy's
--------------------------------
non-regulated and other revenues and data relating to Whiting's oil and gas
operations for the three months ended March 31 were as follows:

<TABLE>
<CAPTION>

Non-regulated and other revenues (in thousands):                2002            2001
                                                            --------------  --------------
   <S>                                                            <C>             <C>
   Integrated Services                                          $57,206         $84,199
   Investments:
        Whiting                                                  21,848          42,776
        Other                                                    10,786          10,609
   International                                                 27,852           6,287
   Other                                                         19,542           7,081
                                                            --------------  --------------
                                                               $137,234        $150,952
                                                            ==============  ==============
Whiting's volumes sold (in thousands):
     Oil (barrels)                                                 466             565
     Gas (Dth)                                                   4,943           4,322
Whiting's average product prices:
     Oil                                                        $18.50          $25.71
     Gas                                                         $2.34           $6.45

</TABLE>

The decreased Integrated Services revenues were primarily due to decreased
gas revenues resulting from lower natural gas prices and volumes sold.
Reduced revenues at Whiting were primarily due to lower oil and gas prices
and lower oil volumes, partially offset by higher gas volumes.  International
revenues increased primarily due to the acquisitions of additional combined
heat and power facilities in China in 2001.  Other revenues increased
primarily due to the fourth quarter 2001 acquisition of a controlling
interest in SmartEnergy, Inc., an energy services company operating in
competitive energy markets.

                                       28
<PAGE>

Other Operating Expenses - Other operation and maintenance expenses for the
------------------------
three months ended March 31 were as follows (in thousands):

                                           2002             2001
                                       --------------  ----------------
Utility                                   $131,763        $130,089
Integrated Services                         52,622          80,186
Investments:
     Whiting                                11,742          11,729
     Other                                   6,866           7,063
International                               22,473           8,464
Other                                       13,337             665
                                       --------------  ----------------
                                          $238,803        $238,196
                                       ==============  ================

The utility increase was primarily due to increased generation, employee
benefits and energy delivery costs, largely offset by reduced energy
conservation expenses.  Alliant Energy's remaining price freezes (which were
implemented in connection with the three-way merger in 1998) expired in April
2002.  Alliant Energy is addressing the recovery of its utility cost
increases related to ongoing investments to continue providing safe and
reliable utility service through rate filings in Wisconsin, Iowa and with
FERC in 2002 (refer to "Utility Industry Review - Rates and Regulatory
Matters" for additional information).  The Integrated Services decrease was
primarily due to decreased gas costs resulting from lower natural gas prices
and volumes sold.  The increase at the International business unit was
primarily due to the 2001 China acquisitions.  Other increased primarily due
to expenses of SmartEnergy, Inc.

Depreciation and amortization expense increased $2.1 million, primarily due
to increased earnings on the WP&L nuclear decommissioning trust fund and
utility property additions.  Such increases were partially offset by $3.4
million from the implementation of lower depreciation rates at IP&L on
January 1, 2002, resulting from an updated depreciation study, and lower
decommissioning expense based on reduced funding levels at WP&L.  The accounting
for earnings on the nuclear decommissioning trust fund results in no net
income impact.  Miscellaneous, net income increases for earnings on the trust
fund and the corresponding offset is recorded through depreciation expense at
WP&L.

Interest Expense and Other - Equity income (loss) from Alliant Energy's
--------------------------
unconsolidated investments for the three months ended March 31 was as follows
(in thousands):
                                           2002           2001
                                       -------------  -------------
Australia/New Zealand                       $21.1         ($15.2)
ATC                                           4.1            4.8
China                                         0.3            1.4
Cargill-Alliant                              (0.2)           3.0
Brazil                                       (1.7)          (1.5)
Other                                         0.1            0.4
                                       -------------  -------------
                                            $23.7          ($7.1)
                                       =============  =============

Equity income from unconsolidated investments increased $30.8 million,
primarily due to a $36.5 million increase in income at Alliant Energy's
Australian investment (Southern Hydro), partially offset by reduced income at
Alliant Energy's electricity trading joint venture due to fewer
weather-related trading opportunities.  The Southern Hydro increase included
a $38.8 million increase in pre-tax non-cash SFAS 133 valuation income
associated with their electricity derivatives.  Such increase was partially
offset by lower sales due to mild weather conditions and lower spot market
prices.  In March 2002, Alliant Energy acquired a controlling interest in
Southern Hydro and therefore changed from the equity method of accounting to
the consolidation method at such time.

                                       29
<PAGE>

In the first quarter of 2002, Alliant Energy wrote down its investment in
McLeod available-for-sale securities to a value of $0.18 per share, the price
it traded at prior to Nasdaq halting trading upon McLeod's bankruptcy
filing.  The write-down resulted in a pre-tax asset valuation charge of $21.2
million.  Refer to Note 8 of Alliant Energy's Notes to Consolidated Financial
Statements and "Other Matters - Other Future Considerations" for further
discussion.

Miscellaneous, net income decreased $3.7 million, largely due to pre-tax
asset valuation charges for other-than-temporary declines in value of Alliant
Energy's investments in Enermetrix ($8.5 million charge) and Capstone ($5.0
million charge).  These charges were partially offset by pre-tax non-cash
SFAS 133 valuation income of $7.1 million associated with electricity
derivatives at Southern Hydro after the investment was consolidated and
increased earnings on the nuclear decommissioning trust funds.

Income Taxes - The effective income tax rates for the first quarter of 2002
------------
and 2001 were 33.0% and 33.9%, respectively.

Cumulative Effect of a Change in Accounting Principle - In the first quarter
-----------------------------------------------------
of 2001, Alliant Energy recorded a charge of $12.9 million relating to the
adoption of SFAS 133 on January 1, 2001 at Southern Hydro.

                          IP&L RESULTS OF OPERATIONS

Overview - First Quarter Results - Earnings available for common stock
--------------------------------
decreased $2.8 million, primarily due to lower gas margins, higher energy
delivery and generation expenses and lower electric sales.  These items were
partially offset by lower purchased-power costs.

Electric Utility Operations - Electric margins and MWh sales for IP&L for the
---------------------------
three months ended March 31 were as follows (in thousands):

<TABLE>
<CAPTION>
                                            Revenues and Costs                         MWhs Sold
                                  --------------------------------------- -------------------------------------
                                      2002          2001        Change        2002        2001       Change
                                  --------------------------------------- -------------------------------------
<S>                                      <C>           <C>        <C>          <C>          <C>        <C>
Residential                            $75,965       $83,109      (9%)        1,023        1,064       (4%)
Commercial                              46,081        50,527      (9%)          788          789       --
Industrial                              62,867        68,399      (8%)        1,834        1,886       (3%)
                                  ----------------------------            -------------------------
   Total from ultimate customers       184,913       202,035      (8%)        3,645        3,739       (3%)
Sales for resale                         7,998        13,080     (39%)          309          412      (25%)
Other                                    6,092         6,437      (5%)           27           26        4%
                                  ----------------------------            -------------------------
   Total revenues/sales                199,003       221,552     (10%)        3,981        4,177       (5%)
                                                                          =========================
Electric production fuels expense       28,492        33,202     (14%)
Purchased-power expense                 28,159        46,363     (39%)
                                  ----------------------------
   Margin                             $142,352      $141,987      --
                                  ============================

</TABLE>

Electric margin increased $0.4 million, primarily due to decreased
purchased-power capacity costs and increased sales from continued retail
customer growth.  These items were largely offset by lower sales due to
extremely mild weather conditions in the first quarter of 2002 compared to 2001
and a continuing sluggish economy in the upper Midwest as well as reduced energy
conservation revenues of $5.1 million.  The recovery for energy conservation
revenues in Iowa is in accordance with IUB orders (a portion of these
recoveries is offset as they are also amortized to expense in other operation
and maintenance expense).  Refer to "Utility Industry Review - Rates and
Regulatory Matters - IP&L" for discussion of an IP&L rate filing.

                                       30
<PAGE>

Gas Utility Operations - Gas margins and Dth sales for IP&L for the three
----------------------
months ended March 31 were as follows (in thousands):

<TABLE>
<CAPTION>
                                           Revenues and Costs                          Dths Sold
                                 ---------------------------------------  ------------------------------------
                                      2002          2001       Change        2002         2001       Change
                                 ---------------------------------------  ------------------------------------
<S>                                    <C>            <C>        <C>            <C>         <C>        <C>
Residential                          $43,860        $99,464     (56%)          7,938       9,472      (16%)
Commercial                            21,503         52,059     (59%)          4,496       5,375      (16%)
Industrial                             3,467          8,957     (61%)            884       1,050      (16%)
Transportation/other                   2,912          3,706     (21%)          7,926       8,555       (7%)
                                 ----------------------------             -------------------------
   Total revenues/sales               71,742        164,186     (56%)         21,244      24,452      (13%)
                                                                          =========================
Cost of gas sold                      46,360        132,006     (65%)
                                 ----------------------------
   Margin                            $25,382        $32,180     (21%)
                                 ============================

</TABLE>

Gas revenues and cost of gas sold decreased significantly due to the large
decrease in natural gas prices from the first quarter of 2001.  Such
decreases alone had no impact on IP&L's gas margin given its rate recovery
mechanism for gas costs.  Gas margin decreased $6.8 million, or 21%,
primarily due to reduced energy conservation revenues of $3.6 million and the
impact of lower sales resulting from extremely mild weather in the first
quarter of 2002 compared to 2001 and continued sluggish economic conditions
in the upper Midwest.  Refer to "Utility Industry Review - Rates and
Regulatory Matters - IP&L" for discussion of an upcoming IP&L rate filing.

Other Operating Expenses - Other operation and maintenance expenses decreased
------------------------
$3.8 million, primarily due to a decrease of $7.7 million in energy
conservation expenses, partially offset by increased energy delivery and
generation expenses.

Depreciation and amortization expense decreased $0.7 million, primarily due
to $3.4 million from the implementation of lower depreciation rates on
January 1, 2002, resulting from an updated depreciation study, largely offset
by property additions.

Income Taxes - The effective income tax rates were 44.7% and 39.4% for the
------------
first quarter of 2002 and 2001, respectively.  The increase was primarily due
to increases in property-related temporary differences for which deferred
taxes are not provided pursuant to rate making principles.

                          WP&L RESULTS OF OPERATIONS

Overview - First Quarter Results - Earnings available for common stock
--------------------------------
decreased $3.5 million, primarily due to lower electric margins and increased
other operation and maintenance expenses.

Electric Utility Operations - Electric margins and MWh sales for WP&L for the
---------------------------
three months ended March 31 were as follows (in thousands):

<TABLE>
<CAPTION>
                                            Revenues and Costs                         MWhs Sold
                                  --------------------------------------- -------------------------------------
                                      2002          2001        Change        2002        2001       Change
                                  --------------------------------------- -------------------------------------
<S>                                     <C>           <C>         <C>           <C>          <C>       <C>
Residential                           $61,282       $66,578       (8%)          851          907       (6%)
Commercial                             31,711        34,527       (8%)          507          542       (6%)
Industrial                             45,213        48,268       (6%)        1,012        1,096       (8%)
                                  ----------------------------            --------------------------
   Total from ultimate customers      138,206       149,373       (7%)        2,370        2,545       (7%)
Sales for resale                       28,412        35,343      (20%)          894          845        6%
Other                                   5,141         5,675       (9%)           17           16        6%
                                  ----------------------------            --------------------------
   Total revenues/sales               171,759       190,391      (10%)        3,281        3,406       (4%)
                                                                          ==========================
Electric production fuels expense      30,269        35,072      (14%)
Purchased-power expense                44,177        52,370      (16%)
                                  ----------------------------
   Margin                             $97,313      $102,949       (5%)
                                  ============================

</TABLE>

                                       31
<PAGE>

Electric margin decreased $5.6 million, or 5%, primarily due to lower sales
resulting from continued sluggish economic conditions in the upper Midwest
and extremely mild weather conditions in the first quarter of 2002, partially
offset by lower fuel and purchased-power costs impacting margin and increased
sales from continued retail customer growth.  Refer to "Utility Industry
Review - Rates and Regulatory Matters - WP&L" for information on WP&L's rate
filings.

Gas Utility Operations - Gas margins and Dth sales for WP&L for the three
----------------------
months ended March 31 were as follows (in thousands):

<TABLE>
<CAPTION>
                                           Revenues and Costs                          Dths Sold
                                 ---------------------------------------  -------------------------------------
                                      2002          2001       Change        2002        2001        Change
                                 ---------------------------------------  -------------------------------------
<S>                                    <C>            <C>         <C>           <C>         <C>        <C>
Residential                          $32,726        $67,093      (51%)         5,481       6,108      (10%)
Commercial                            16,493         36,996      (55%)         3,334       3,684      (10%)
Industrial                             2,574          5,666      (55%)           585         580        1%
Transportation/other                   4,706         15,877      (70%)         4,888       5,404      (10%)
                                 -----------------------------            ------------------------
   Total revenues/sales               56,499        125,632      (55%)        14,288      15,776       (9%)
                                                                          ========================
Cost of gas sold                      37,396        106,252      (65%)
                                 -----------------------------
   Margin                            $19,103        $19,380       (1%)
                                 =============================

</TABLE>

Gas revenues and cost of gas sold decreased significantly due to the large
decrease in natural gas prices from the first quarter of 2001.  Due to WP&L's
rate recovery mechanism for gas costs, these decreases alone had little
impact on gas margin.  Gas margin decreased $0.3 million, or 1%, primarily
from lower sales due to the extremely mild weather conditions in the first
quarter of 2002 and continued sluggish economic conditions in the upper
Midwest.  These items were partially offset by increased sales from continued
retail customer growth and improved performance related to WP&L's
performance-based commodity cost recovery program.  Refer to "Utility
Industry Review - Rates and Regulatory Matters - WP&L" for information on
WP&L's rate filings.

Other Operating Expenses - Other operation and maintenance expenses increased
------------------------
$5.5 million, primarily due to increased generation and employee benefits
expenses.

Depreciation and amortization expense increased $0.9 million, primarily due
to increased earnings on the nuclear decommissioning trust fund, partially
offset by lower decommissioning expense based on reduced funding levels.  The
accounting for earnings on the nuclear decommissioning trust fund results in
no net income impact.  Miscellaneous, net income is increased for earnings on
the trust fund, which is offset in depreciation expense.

Interest Expense and Other - Miscellaneous, net income increased $6.6
--------------------------
million, primarily due to increased earnings on the nuclear decommissioning
trust fund.

Income Taxes - The effective income tax rates were 37.4% and 38.4% for the
------------
first quarter of 2002 and 2001, respectively.

                        LIQUIDITY AND CAPITAL RESOURCES

Cash Flows for the Three-Month Periods - Alliant Energy's cash flows from
--------------------------------------
financing activities increased $32 million primarily due to changes in the
amount of debt issued and retired.  IP&L's cash flows used for financing
activities increased $37 million primarily due to changes in the amount of
debt issued and retired.  WP&L's cash flows from operating activities
increased $29 million primarily due to changes in working capital; and cash
flows used for financing activities increased $39 million primarily due to
changes in the amount of debt issued and retired.

                                       32
<PAGE>

Short-Term  Debt - In March 2002,  Alliant Energy filed an application  with the
----------------
SEC requesting,  among other things,  authority  through  December 31, 2004, for
Alliant  Energy to issue and sell up to an  aggregate  amount of $1  billion  of
short-term  debt  outstanding  at any one  time,  Alliant  Energy  to  guarantee
borrowings  by  Resources  in an  aggregate  amount  that would not exceed  $700
million at any one time,  IP&L to issue  short-term  debt in a principal  amount
which would not at any time exceed $300 million and to modify the utility  money
pool agreement in certain respects.  It is currently  anticipated that WP&L will
withdraw from the utility money pool during the second  quarter of 2002 and meet
its  short-term  borrowing  needs by issuing its own  commercial  paper at rates
similar to the money pool rates.

Environmental - A summary of Alliant Energy's environmental matters is
-------------
included in the Form 10-K filed by Alliant Energy, IP&L and WP&L for the year
ended December 31, 2001.  Alliant Energy's, IP&L's and WP&L's environmental
matters have not changed materially from those reported in the 2001 Form 10-K.

Construction and Acquisition Expenditures - Under the Power Iowa program,
-----------------------------------------
IP&L recently announced plans to build a 500 MW natural gas-fired facility in
Iowa which is expected to be operational in 2004.  IP&L currently estimates
it will cost nearly $400 million to construct the plant.

                                 OTHER MATTERS

Market Risk Sensitive Instruments and Positions - Alliant Energy's primary
-----------------------------------------------
market risk exposures are associated with interest rates, commodity prices,
equity prices and currency exchange rates.  Alliant Energy has risk
management policies to monitor and assist in controlling these market risks
and uses derivative instruments to manage some of the exposures.  A summary
of Alliant Energy's market risks is included in the Form 10-K filed by
Alliant Energy, IP&L and WP&L for the year ended December 31, 2001.  Alliant
Energy's market risks have not changed materially from those reported in the
2001 Form 10-K.

Critical Accounting Policies - A summary of Alliant Energy's critical
----------------------------
accounting policies is included in the Form 10-K filed by Alliant Energy,
IP&L and WP&L for the year ended December 31, 2001.  Alliant Energy's
critical accounting policies have not changed materially from those reported
in the 2001 Form 10-K.

Other Future Considerations - In addition to items discussed earlier in MD&A,
---------------------------
the following items could impact Alliant Energy's future financial condition
or results of operations:

On April 17, 2002, McLeod announced its pre-negotiated plan of reorganization
had become effective and it had emerged from Chapter 11 bankruptcy
protection.  As a result, on April 18, 2002, McLeod's new common stock
resumed trading on Nasdaq.  The plan of reorganization included the
cancellation of all the old common stock of McLeod and the issuance of new
common stock to various claimants identified in the plan.  In May 2002,
Alliant Energy expects to receive its initial distribution under the plan of
approximately 3.3 million shares of new common stock of McLeod (for SFAS 115
purposes, Alliant Energy will classify 2.4 million shares as
available-for-sale and 0.9 million shares as trading).  The ultimate number
of new common shares to be issued to Alliant Energy under the plan is
dependent on the resolution of disputed claims against McLeod.  McLeod has
reserved 18 million shares of new common stock pending such resolution.  The
reserved shares remaining, if any, after resolution of the disputed claims,
will be distributed pro-rata to the holders of the old common stock as of the
distribution record date.  Depending on the resolution of the disputed
claims, Alliant Energy could receive anywhere from zero to 1.6 million shares
of additional new McLeod common stock.  With the initial receipt of the new
common shares under the plan and the resumption of trading on Nasdaq in the
second quarter of 2002, Alliant Energy will resume accounting for its McLeod
investment under SFAS 115.  Alliant Energy currently expects to incur an
additional impairment charge in the second quarter of 2002 upon the
resumption of accounting under SFAS 115.  Refer to Note 8 of
Alliant Energy's Notes to Consolidated Financial Statements for additional
information.

                                       33
<PAGE>

                            FUTURE EARNINGS OUTLOOK

Alliant Energy has revised its guidance for estimated adjusted earnings in
2002 to a range of $2.10 to $2.30 per diluted share from its previous
guidance of $2.45 to $2.65.  The guidance does include the asset valuation
charges of $0.10 per share recorded in the first quarter of 2002 related to
Alliant Energy's Enermetrix and Capstone investments.  Adjusted earnings are
reported (accounting principles generally accepted in the U.S.) earnings
excluding the impact of certain non-cash SFAS 133 valuation adjustments, the
asset valuation charge recorded in the first quarter of $0.14 per share
related to Alliant Energy's McLeod investment (and any additional potential
charges Alliant Energy may incur in 2002 related to its McLeod investment),
gains or losses realized from potential sales of non-strategic assets or the
potential Brazil charge as discussed later.

The reduction in the earnings guidance was largely the result of the
following factors:

o  Weather: Alliant Energy's domestic utility business was negatively impacted
   by extremely mild weather conditions in the Midwest in the first quarter of
   2002.
o  Economy: Alliant Energy's utility and Integrated Services businesses
   continued to be impacted by weaker than expected economic conditions in the
   first quarter of 2002.  Alliant Energy believes signs of an economic
   recovery are evident, which may translate into improved financial results
   by these businesses in the latter half of 2002.
o  Rate cases: Uncertainty regarding the timing and potential amount of
   recovery from Alliant Energy's pending utility rate filings in several
   jurisdictions.  Alliant Energy's remaining price freezes expired in April
   2002.  Alliant Energy has been earning less than its authorized rate of
   returns in these jurisdictions and is addressing the recovery of its cost
   increases through rate filings in Wisconsin, Iowa and with FERC.  Alliant
   Energy is proactively managing the regulatory process in each jurisdiction
   and expects to have rate relief in place in each jurisdiction later this
   year.
o  Lower oil and gas prices: The updated earnings guidance reflects the impact
   of lower oil and gas prices than the pricing assumptions utilized in the
   previous earnings guidance.  Oil and gas prices have rebounded somewhat
   compared to prices in early 2002 so earnings upside exists should such
   recovery continue and prices eventually stabilize at higher levels.
o  Lower results from our Brazil investments: In addition to the anticipated
   benefits Alliant Energy expects to realize from its electricity sales in
   Brazil returning to more normal levels, Alliant Energy and its Brazilian
   partners have taken various actions to improve the results of its Brazilian
   investments.  Such initiatives include executing an extensive operational
   improvement plan designed to achieve significant reductions in commercial
   energy losses and enhanced collection of customer receivables.  Also, the
   Brazilian government is conducting a comprehensive review of the electric
   industry, including the wholesale spot market, and associated regulatory
   policies.  Alliant Energy is an active participant in this process.  The
   restructuring, which is expected to be completed later this year, should
   produce a more stable and predictable regulatory environment.  Material
   benefits from the operational improvement and industry restructuring
   initiatives likely will not begin to impact results until the latter half
   of 2002, however.

                                       34
<PAGE>

Drivers for Alliant Energy's earnings estimates include, but are not limited
to:

o  Weather conditions in its domestic and international utility service
   territories
o  Economic development and sales growth in its utility service territories
o  Cost control and operational efficiencies in its utility operations
o  Ability of its utility subsidiaries to recover their operating costs, and to
   earn a reasonable rate of return, in current and future rate proceedings
o  Ability to recover its purchased-power and fuel costs, both domestically and
   internationally
o  Improved results of its Brazil investments through factors discussed earlier
   as well as the continued growth in earnings from its China investments
o  Improved earnings from Whiting from current levels, including the recovery
   and stability of oil and gas prices and continued successful execution of
   its acquisition strategy
o  Continued improved profitability of its other non-regulated businesses as a
   whole, including the Integrated Services and Generation and Trading
   business units
o  No additional material permanent declines in the fair market value of, or
   expected cash flows from, Alliant Energy's investments
o  Other stable business conditions, including an improving economy

Alliant Energy is committed to maintaining its dividend at the current rate
and its investment-grade credit ratings and reasonable capitalization
ratios.  Alliant Energy continues its ongoing process of evaluating the sale
of certain non-strategic assets and it is possible that gains realized later
in 2002 from such sales could offset some or all of Alliant Energy's 2002
asset valuation charges included in its adjusted earnings.  Also, potential
sales of non-strategic assets would enable Alliant Energy to continue
sharpening its strategic focus on its core businesses.

In connection with a regulatory ruling in Brazil, Alliant Energy's Brazil
investments recorded an asset in the fourth quarter of 2001 related to
revenues to be collected in future periods.  Alliant Energy's share of the
asset was approximately $35 million.  In April 2002, the Brazil legislature
approved a law that could unfavorably modify the terms of the original
regulatory ruling.  The law remains subject to Brazil presidential approval
as well as clarification and implementation by the Brazil regulator.  While
the ultimate outcome could require Alliant Energy to record an accounting
charge to write-off some or all of the asset later in 2002, Alliant Energy
still expects its Brazil investments to collect a significant portion, if not
all, of the revenues in future rates.

Alliant Energy continues to exercise a prudent capital expenditure program
while executing its growth strategy, and will limit additional investments in
businesses not performing up to its expectations as the focus will be on
improved operations and profitability of these businesses.  Alliant Energy's
strategic plan includes investing in generation and other energy-related
projects; better connecting with customers through enhanced service
reliability, value-added products and services, and e-business initiatives;
and growing the non-regulated side of its business through partnerships and
acquisitions in generation projects, oil and gas investments, international
markets and other strategic initiatives.  Alliant Energy realized 15% and 10%
of its adjusted earnings from its non-regulated businesses in 2001 and 2000,
respectively, and its goal is to have such businesses contribute more than
25% of its adjusted earnings within the next three years.  Alliant Energy
believes that successful implementation of these strategies will contribute
significantly to Alliant Energy achieving its targeted long-term annual
growth rate of 7% to 10% in adjusted earnings.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk are reported under
Item 2 MD&A "Other Matters - Market Risk Sensitive Instruments and
Positions."

                                       35
<PAGE>

                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

In October 2000, Alliant Energy and WP&L filed a federal lawsuit seeking
declaratory relief regarding whether certain provisions of WUHCA are
unconstitutional as a violation of the interstate commerce and equal
protection provisions of the U.S. constitution.  Alliant Energy and WP&L are
challenging the provisions of WUHCA which restrict ownership in utility
holding companies, limit the investments those companies can make and place
significant restrictions on companies that invest in Wisconsin utility
holding companies.  Alliant Energy and WP&L also requested that the court
consider the constitutionality of issues related to the asset cap on
non-utility investments imposed by WUHCA.  Alliant Energy and WP&L were
seeking only declaratory relief and not damages in the litigation.  In
February 2001, the lawsuit was dismissed based on lack of allegations of
"injury in fact."  Alliant Energy and WP&L filed a motion for reconsideration
with the court, which was denied in April 2001. Alliant Energy and WP&L
appealed the lower court's rulings to the 7th Circuit Court of Appeals.  In
January 2002, the 7th Circuit reversed the district court's decision and
remanded the case back to the district court for hearing.  The trial is
scheduled to be held in May 2002.  Alliant Energy and WP&L cannot currently
predict the outcome of this litigation.

In the second quarter of 1999, WP&L received a demand for arbitration from
MG&E pursuant to the terms of joint plant operating agreements between the
parties regarding issues of ownership and operation of the Columbia Energy
Center.  In March 2001, an arbitration panel issued its decision upholding
WP&L's position that the plant was well-operated and maintained and in
compliance with the terms of the joint plant operating agreements.  MG&E
moved the state court to certify the arbitration decision, which the court
did in December 2001.  In February 2002, MG&E filed a motion in the court
challenging the sufficiency of resolutions passed by Alliant Energy in
conjunction with the arbitration decision.  In March 2002, the motion was
heard by the court and the judge agreed with MG&E's position, resulting in
Alliant Energy having to modify the language of its original resolution.
WP&L will review its options once the court issues an order.  Alliant Energy
and WP&L cannot currently predict the outcome of the court's order.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:
    ---------

    None.

(b) Reports on Form 8-K:
    --------------------

    Alliant Energy
    Alliant Energy filed a Current Report on Form 8-K, dated January 1, 2002,
    as amended by Alliant Energy's Current Report on Form 8-K/A, reporting
    (under Items 2 and 7) that the merger of IPC with and into IESU was
    consummated on January 1, 2002.

    Alliant Energy filed a Current Report on Form 8-K, dated January 29, 2002,
    reporting (under Item 5) that it issued a press release announcing its
    earnings for the fourth quarter and year ended December 31, 2001.

    IP&L
    IP&L filed a Current Report on Form 8-K, dated January 1, 2002, as amended
    by IP&L's Current Report on Form 8-K/A, reporting (under Items 2 and 7)
    that the merger of IPC with and into IESU was consummated on January 1,
    2002.

    WP&L - None.

                                       36
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Alliant
Energy Corporation, Interstate Power and Light Company and Wisconsin Power
and Light Company have each duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized on the 15th day of May
2002.

<TABLE>
<CAPTION>

<S>                                                                <C>
ALLIANT ENERGY CORPORATION
--------------------------
Registrant

By: /s/ John E. Kratchmer                   Corporate Controller and Chief Accounting Officer
-------------------------
John E. Kratchmer                              (Principal Accounting Officer and Authorized Signatory)


INTERSTATE POWER AND LIGHT COMPANY
----------------------------------
Registrant

By: /s/ John E. Kratchmer                   Corporate Controller and Chief Accounting Officer
-------------------------
John E. Kratchmer                              (Principal Accounting Officer and Authorized Signatory)


WISCONSIN POWER AND LIGHT COMPANY
---------------------------------
Registrant

By: /s/ John E. Kratchmer                   Corporate Controller and Chief Accounting Officer
-------------------------
John E. Kratchmer                              (Principal Accounting Officer and Authorized Signatory)

</TABLE>

                                       37