EXHIBIT 3.1

                      RESTATED ARTICLES OF INCORPORATION
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                                      OF
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                      INTERSTATE POWER AND LIGHT COMPANY
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      Pursuant to Sections 1006 and 1007 of the Iowa Business  Corporation Act,
these Restated  Articles of  Incorporation  shall  supersede and take the place
of the  Corporation's  existing Amended and Restated  Articles of Incorporation
and all prior amendments thereto.

                                   ARTICLE I
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The name of the corporation is Interstate Power and Light Company.

                                  ARTICLE II
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           Section 1. Authorized  Capital Stock.  The authorized  capital stock
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of  the  Corporation   shall  consist  of  40,000,000   shares,  of  which  (i)
24,000,000  shares shall  designated  "Common  Stock" of the par value of $2.50
each; and (ii) 16,000,000  shares shall be designated  "Preferred Stock" of the
par value of $.01 each.

           Section  2.  Preferred  Stock.  Authority  is  hereby  vested in the
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Board of Directors to divide the  Preferred  Stock into series and,  within the
limitations  set  forth  in the  Iowa  Business  Corporation  Act,  to fix  and
determine the relative  rights and  preferences  of the shares of any series so
established, including, without limitation:

           1.  The voting power, if any, of the Preferred Stock of such series.

           2.  The rate and times at  which,  and the  terms  and  conditions on
        which, dividends on the Preferred Stock of such series may be paid.

           3.  The  price at and the  terms  and  conditions  on  which  the
        shares of Preferred Stock of such series may be redeemed.

           4.  The  right,  if any,  of  holders  of shares of  Preferred Stock
        of such series to convert the same into, or exchange the same for, other
        classes of  stock  of the  Corporation  and  the  terms and conditions
        of such conversion or exchange.

           5.  The rights of the holders of shares of  Preferred  Stock of such
        series, including  without  limitation  the  amount  payable  on shares
        of such series,  upon the voluntary or  involuntary  liquidation,
        dissolution or winding up of the Corporation.

           6.  Sinking  fund  provisions  for the  redemption  or  purchase of
        shares of Preferred Stock of such series.

      In order to  establish  such  series,  the  Board  of  Directors  and the
Corporation  shall comply with the  procedure  therefor as provided in the Iowa
Business  Corporation  Act. Upon such  compliance,  the resolution of the Board
of  Directors   establishing   and   designating  the  series  and  fixing  and
determining  the  relative   rights  and   preferences   thereof  shall  become
effective  and shall  constitute  an  amendment of these  Restated  Articles of
Incorporation.

      The rights of the  Common  Stock of the  Corporation  shall be subject to
the relative  rights and  preferences of the Preferred  Stock of each series as
fixed herein and from time to time by the Board of Directors as aforesaid.

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      The shares of  Preferred  Stock may be issued for such  consideration  as
shall be fixed from time to time by the Board of Directors.

           Section  3.  Distributions.  After the  requirements,  if any,  with
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respect  to  preferential  dividends  upon the  Preferred  Stock of all  series
thereof  shall  have been met and after the  Corporation  shall  have  complied
with all  requirements,  if any, with respect to the setting aside of sums as a
sinking fund or  redemption  or purchase  account for the benefit of any series
thereof,  then,  and not  otherwise,  the  holders  of  Common  Stock  shall be
entitled to receive  such  dividends  as may be  declared  from time to time by
the  Board  of  Directors.  After  distribution  in  full  of the  preferential
amounts,  if any, to be  distributed  to the holders of all series of Preferred
Stock  then   outstanding   in  the  event  of  a  voluntary   or   involuntary
liquidation,  dissolution  or winding up of the  Corporation  and  subject  any
additional  or  special  rights  of the  Preferred  Stock  as to the  remaining
assets of the  Corporation  for  distribution,  the holders of the Common Stock
shall  be  entitled  to  receive  the  remaining   assets  of  the  Corporation
available for  distribution  to its  shareholders  ratably in proportion to the
number of shares of Common Stock held by them respectively.

           Section 4. Voting  Rights.  Each  holder of Common  Stock shall have
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one vote in  respect of each  share of such  stock  held by such  holder.  Each
holder of Preferred  Stock shall have only such voting  rights as are fixed for
shares of each series by the Board of  Directors  pursuant to Section 2 of this
Article IV  or are  provided,  to the extent  applicable,  by the Iowa Business
Corporation Act.

                                  ARTICLE III
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           Section  1.   Election  of   Directors.   The  number  of  directors
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constituting  the  Board of  Directors  shall be as fixed  from time to time by
the Bylaws of the  Corporation,  but the number so fixed shall not be less than
five  (5).  The  directors  of the  Corporation  shall be  divided  into  three
classes  as  nearly  equal  in  number  as  possible,  to serve  for  staggered
three-year  terms or until their  respective  successors  are duly  elected and
qualified  as  provided  for  in the  Bylaws  of the  Corporation.  If,  at any
annual  meeting of the  stockholders,  directors  of more than one class are to
be elected,  each class of  directors  to be elected at such  meeting  shall be
nominated and voted for in a separate  election.  Any vacancy  occurring in the
Board of  Directors,  including a vacancy  created by an increase in the number
of  directors,  shall be filled  until the next  succeeding  annual  meeting of
stockholders  by the majority  vote of the  directors  then in office,  even if
less than a quorum.

                                  ARTICLE IV
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           Section 1. Liability.  A director of this  Corporation  shall not be
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personally  liable to the Corporation or its  stockholders for monetary damages
for breach of fiduciary  duty as a director,  except for  liability (i) for any
breach  of  the  director's   duty  of  loyalty  to  the   Corporation  or  its
stockholders,  (ii) for acts or  omissions  not in good faith or which  involve
intentional  misconduct  or  knowing  violation  of  the  law,  (iii)  for  any
transaction from which the director derived an improper  personal  benefit,  or
(iv) under  Section  490.833 of the Iowa  Business  Corporation  Act. If, after
approval by the  stockholders  of this section,  the Iowa Business  Corporation
Act  is  amended  to  permit  the  further  elimination  or  limitation  of the
personal  liability  of  directors,  then the  liability  of a director  of the
Corporation  shall be eliminated or limited to the fullest extent  permitted by
the Iowa Business  Corporation  Act, as so amended.  Any repeal or modification
of this section by the  stockholders  of the  Corporation  shall not  adversely
affect any right or protection of a director of the  Corporation  in respect of
any act or omission occurring prior to the time of repeal or modification.

           Section 2.  Indemnification.  The  Corporation  shall  indemnify its
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directors,  officers,  employees and agents to the full extent permitted by the
Iowa Business  Corporation  Act, as amended from time to time. The  Corporation
may  purchase  and  maintain  insurance on behalf of any person who is or was a
director,  officer, employee or agent of the Corporation,  or is or was serving
at the request of the Corporation as a director,  officer,  employee,  or agent
of  another   corporation,   partnership,   joint  venture,   trust,  or  other
enterprise  against any liability  asserted against and incurred by such person
in any such  capacity or arising out of such person's  status as such,  whether
or not the  Corporation  would have the power to indemnify  such person against
such liability under the provisions of this section.

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