Exhibit 3.4                                                    As Executed

                                     BYLAWS
                                       OF
                        WISCONSIN POWER AND LIGHT COMPANY
                        (Effective as of April 21, 1998)


                                    ARTICLE I
                                     OFFICES

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

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

                                   ARTICLE II
                                      SEAL

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

                                   ARTICLE III
                                   SHAREOWNERS

        Section 3.1.  ANNUAL MEETING. - The Annual Meeting of Shareowners
   shall be held at such date and time as the Board of Directors may
   determine.  The Board of Directors may designate any place, either within
   or without the State of Wisconsin, as the place for the Annual Meeting. 
   If no designation is made, the place of the Annual Meeting shall be the
   principal office of the Corporation.  The Annual Meeting shall be held for
   the purposes of electing Directors and of transacting such other business
   as may properly come before the meeting.  

        Section 3.2  SPECIAL MEETINGS. - Special Meetings of the Shareowners
   may be called by the Board of Directors or the Chief Executive Officer. 
   The Corporation shall call a Special Meeting of Shareowners in the event
   that the holders of at least ten percent (10%) of all of the votes
   entitled to be cast on any issue request a special meeting be held.

        Section 3.3  NOTICE OF MEETINGS - WAIVER. - Notice of the time and
   place of each Annual or Special Meeting of Shareowners shall be sent by
   mail to the recorded address of each shareowner not less than ten (10)
   days nor more than sixty (60) days before the date of the meeting, except
   in cases where other special method of notice may be required by statute,
   in which case the statutory method shall be followed.  The notice of a
   Special Meeting shall state the purpose of the meeting. If an Annual or
   Special Meeting of shareowners is adjourned to a different date, time or
   place, the Corporation shall not be required to give notice of the new
   date, time or place if the new date, time or place is announced at the
   meeting before adjournment; provided, however, that if a new record date
   for an adjourned meeting is or must be fixed, the Corporation shall give
   notice of the adjourned meeting to persons who are shareowners as of the
   new record date. Notice of any meeting of the shareowners may be waived by
   any shareowner.

        Section 3.4 FIXING OF RECORD DATE. - For the purpose of determining
   shareowners entitled to notice of, or to vote at, any meeting of
   shareowners, or at any adjournment thereof, or shareowners entitled to
   receive payment of any dividend, or in order to make a determination of
   shareowners for any other lawful action, the Board of Directors may fix,
   in advance, a record date for such determination of shareowners.  Such
   date in case of a meeting of shareowners or other lawful action shall not
   be more than seventy (70) days prior to the date of such meeting or lawful
   action.  If no record date is fixed by the Board of Directors or by
   statute for the determination of shareowners entitled to demand a special
   meeting as contemplated in Section 3.2 hereof, the record date shall be
   the date that the first shareowner signs the demand.  When a determination
   of shareowners entitled to vote at any meeting of shareowners has been
   made as provided in this section, such determination shall apply to any
   adjournment thereof unless the meeting is adjourned to a date more than
   one hundred twenty (120) days after the date fixed for the original
   meeting in which event the Board of Directors must fix a new record date.

        Section 3.5  SHAREOWNER LIST. - The Corporation shall have available,
   beginning two (2) days after the notice of the meeting is given for which
   the list was prepared and continuing to the date of the meeting, a
   complete record of each shareowner entitled to vote at such meeting, or
   any adjournment thereof, showing the address of and number of shares held
   by each shareowner.  The shareowner list shall be available for inspection
   by any shareowner during normal business hours at the Corporation's
   principal office or at a place identified in the meeting notice in the
   city where the meeting will be held.  The Corporation shall make the
   shareowners' list available at the meeting and any shareowner or his agent
   or attorney may inspect the list at any time the meeting or any
   adjournment thereof.

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

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

        Section 3.8  PROXIES. - Any shareowner having the right to vote at a
   meeting of shareowners may exercise such right by voting in person or by
   proxy at such meeting.  Such proxies shall be filed with the Secretary of
   the Corporation before or at the time of the meeting.  No proxy shall be
   valid after eleven (11) months from the date of its execution, unless
   otherwise provided in the proxy.  

        Section 3.9 VOTING OF SHARES. - Except as provided in the Articles of
   Incorporation or statute, each outstanding share entitled to vote shall be
   entitled to one (1) vote upon each matter submitted to a vote at a meeting
   of shareowners.  

        Section 3.10  VOTING OF SHARES BY CERTAIN HOLDERS. - Shares standing
   in the name of another corporation may be voted by such officer, agent or
   proxy as the Bylaws of such corporation may prescribe, or, in the absence
   of such provision, as the Board of Directors of such corporation may
   determine.

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

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

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

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

                                   ARTICLE IV
                               BOARD OF DIRECTORS

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

        Section 4.2 NUMBER.  CLASSES & TERM. -  The number of Directors of
   the Corporation shall be fifteen (15).  The Directors of the Corporation
   shall be divided into three classes, hereinafter referred to as "Class I,"
   "Class II," and "Class III" with each class having five (5) Directors. 
   The initial Class I Directors shall consist of two (2) directors selected
   by each of IES Industries Inc. ("IES") and WPL Holdings Inc. ("WPLH") and
   one (1) selected by Interstate Power Company ("IPC"); the initial Class II
   Directors shall consist of two (2) directors selected by each of IES and
   WPLH and one (1) selected by IPC; and the initial Class III Directors
   shall consist of two (2) directors selected by each of IES and WPLH and
   one (1) selected from IPC.  The initial term of Class I Directors shall
   expire at the first annual meeting of Shareowners of the Corporation, the
   initial term of Class II Directors shall expire at the second annual
   meeting of Shareowners of the Corporation and the initial term of Class
   III Directors shall expire at the third annual meeting of Shareowners of
   the Corporation.

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

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

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

        Section 4.5 QUALIFICATIONS AND REMOVAL. -  No person who has attained
   70 years of age shall be eligible for election or re-election to the Board
   of Directors.  Any Director who has attained seventy (70) years of age
   shall resign from the Board of Directors effective as of the next annual
   Meeting of Shareowners.  For a period of five (5) years following the
   formation of the Corporation, no person, except any of the initial
   Directors selected pursuant to Section 4.2 hereof, who is an executive
   officer or employee of the Corporation or any of its subsidiaries shall be
   eligible to serve as a Director of the Corporation; provided, however,
   that any individual serving as Chief Executive Officer of the Corporation
   shall be eligible to serve as a Director of the Corporation.  In the event
   the Chief Executive Officer resigns or retires from his or her office or
   employment with the Corporation, he or she shall simultaneously submit his
   or her resignation from the Board of Directors.  In the event that the
   Chief Executive Officer is removed from his or her office by the Board of
   Directors, or is involuntarily terminated from employment with the
   Corporation, he or she shall simultaneously submit his or her resignation
   from the Board of Directors. In the event that a Director experiences a
   change in their principal occupation or primary business affiliation, the
   Director must submit their resignation from the Board to the Nominating
   and Governance Committee.  The Nominating and Governance Committee shall
   recommend to the Board of Directors whether the Board shall accept such
   resignation.  If the Nominating and Governance Committee recommends
   acceptance of the resignation, an affirmative vote of two-thirds of the
   remaining Directors holding office is required to affirm the Nominating
   and Governance Committee's recommendation.  A resignation may be tendered
   by any Director at any meeting of the shareholders or of the Board of
   Directors, who shall at such meeting accept the same.

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

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

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

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

        Section 4.10  MEETING PARTICIPATION. -  (a)  Any or all members of
   the Board of Directors, or any committee thereof, may participate in a
   regular or special meeting by, or to conduct the meeting through, the use
   of any means of communication by which any of the following occurs:

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

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

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

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

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

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

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

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

                                    ARTICLE V
                                   COMMITTEES

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

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

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

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

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

                                   ARTICLE VI
                                    OFFICERS

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

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

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

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

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

        Section 6.6  VICE PRESIDENTS. -  The Vice Presidents shall have such
   powers and duties as may be prescribed for him or her by the Board of
   Directors and the Chief Executive Officer.  In the absence of or in the
   event of the death of the Chief Executive Officer and the President, the
   inability or refusal to act, or in the event for any reason it shall be
   impracticable for the Chief Executive officer and the President to act
   personally, the Vice President (or in the event there be more than one
   Vice President, the Vice Presidents in the order designated by the Board
   of Directors, or in the absence of any designation, then in the order of
   their election) shall perform the duties of the Chief Executive Officer
   and the President, and when so acting, shall have all the powers of and be
   subject to all the restrictions upon the Chief Executive Officer and the
   President.  The execution of any instrument of the Corporation by any Vice
   President shall be conclusive evidence, as to third parties, of his or her
   authority to act in the stead of the Chief Executive Officer and the
   President.

        Section 6.7  SECRETARY. -  The Secretary shall attend all meetings of
   the Board of Directors, shall keep a true and faithful record thereof in
   proper books to be provided for that purpose, and shall be responsible for
   the custody and care of the corporate seal, corporate records and minute
   books of the Corporation, and of all other books, documents and papers as
   in the practical business operation of the Corporation shall naturally
   belong in the office or custody of the Secretary, or shall be placed in
   his or her custody by the Chief Executive Officer or by the Board of
   Directors.  He or she shall also act as Secretary of all shareowners'
   meetings, and keep a record thereof.  He or she shall, except as may be
   otherwise required by statute or by these bylaws, sign, issue and publish
   all notices required for meetings of shareowners and of the Board of
   Directors.  He or she shall be responsible for the custody of the stock
   books of the Corporation and shall keep a suitable record of the addresses
   of shareowners.  He or she shall also be responsible for the collection,
   custody and disbursement of the funds received for dividend reinvestment. 
   He or she shall sign stock certificates, bonds and mortgages, and all
   other documents and papers to which his or her signature may be necessary
   or appropriate, shall affix the seal of the Corporation to all instruments
   requiring the seal, and shall have such other powers and duties as are
   commonly incidental to the office of Secretary, or as may be prescribed
   for him or her by the President or by the Board of Directors.

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

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

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

                                   ARTICLE VII
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

        Section 7.1  CERTIFICATES FOR SHARES. - Each certificate representing
   shares of the Corporation shall state upon the fact (a) that the
   Corporation is organized under the laws of the State of Wisconsin, (b) the
   name of the person to whom issued, (c) the number and class of shares, and
   the designation of the series, if any, which such certificate represents,
   and (d) the par value of each share, if any, and each such certificate
   shall otherwise be in such form as shall be determined by the Board of
   Directors.    Such certificates shall be signed by the Chairman of the
   Board, or the Chief Executive Officer or the President and by the
   Secretary or an Assistant Secretary and shall be sealed with the corporate
   seal or a facsimile thereof.  The signatures of such officers upon a
   certificate may be facsimiles if the certificate is manually signed on
   behalf of a transfer agent and registrar.  In case any officer or other
   authorized person who has signed or whose facsimile signature has been
   placed upon such certificate for the Corporation shall have ceased to be
   such officer or employee or agent before such certificate is issued, it
   may be issued by the Corporation with the same effect as if such person
   where an officer or employee or agent at the date of its issue.  Each
   certificate for shares shall be consecutively numbered or otherwise
   identified.

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

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

        Subject to the provisions of Section 3.10 of Article III of these
   Bylaws, the person in whose name shares stand on the books of the
   Corporation shall be treated by the Corporation as the owner thereof for
   all purposes, including all rights deriving from such shares, and the
   Corporation shall not be bound to recognize any equitable or other claim
   to, or interest in, such shares or rights deriving from such shares, on
   the part of any other person, including (without limitation) a purchaser,
   assignee or transferee of such shares, or rights deriving from such
   shares, unless and until such purchaser, assignee, transferee or other
   person becomes the record holder of such shares, whether or not the
   Corporation shall have either actual or constructive notice of the
   interest of such purchaser, assignee, transferee or other person.  Except
   as provided in said Section 3.10 hereof, no such purchaser, assignee,
   transferee or other person shall be entitled to receive notice of the
   meetings of shareholders, to vote at such meetings, to examine the
   complete record of the shareholders entitled to vote at meetings, or to
   own, enjoy or exercise any other property or rights deriving from such
   shares against the Corporation, until such purchaser, assignee, transferee
   or other person has become the record holder of such shares.

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

        Section 7.4  STOCK REGULATIONS. - The Board of Directors shall have
   the power and authority to make all such further rules and regulations not
   inconsistent  with law as it may deem expedient concerning the issue,
   transfer and registration of shares of the Corporation.

                                  ARTICLE VIII
             INDEMNIFICATION AND LIABILITY OF DIRECTOR AND OFFICERS

        Section 8.1  INDEMNIFICATION. - The Corporation shall, to the fullest
   extent permitted or required by Sections 180.0850 to 180.0859, inclusive,
   of the Wisconsin Business Corporation Law, including any amendments
   thereto (but in the case of any such amendment, only to the extent such
   amendment permits or requires the corporation to provide broader
   indemnification rights than prior to such amendment), indemnify its
   Directors, Officers, employees and agents against any and all Liabilities,
   and advance any and all reasonable Expenses, incurred thereby in any
   Proceeding to which any such Director, Officer, employee or agent is a
   Party because he or she is or was a Director, Officer, employee or agent
   of the Corporation.  The rights to indemnification granted hereunder shall
   not be deemed exclusive of any other rights to indemnification against
   Liabilities or the advancement of Expenses which a Director, Officer,
   employee or agent may be entitled under any written agreement, Board
   resolution, vote of shareowners, the Wisconsin Business Corporation Law or
   otherwise.  The Corporation may, but shall not be required to, supplement
   the foregoing rights to indemnification against Liabilities and
   advancement of Expenses under this Section 8.1 by the purchase of
   insurance on behalf of any one or more of such Directors, Officers,
   employees or agents, whether or not the Corporation would be obligated to
   indemnify or advance Expenses to such Director, Officer, employee or agent
   under this Section 8.1.  All capitalized terms used in this Article VIII
   and not otherwise defined herein shall have the meaning set forth in
   Section 180.0850 of the Wisconsin Business Corporation Law.

                                   ARTICLE IX
                                  MISCELLANEOUS

        Section 9.1  FISCAL YEAR. -  The fiscal year of the Corporation shall
   be the calendar year.

        Section 9.2  DIVIDENDS. - Subject to the provisions of law or the
   Articles of Incorporation, the Board of Directors may, at any regular or
   special meeting, declare dividends upon the capital stock of the
   Corporation payable out of surplus (whether earned or paid-in) or profits
   as and when they deem expedient.  Before declaring any dividend there may
   be set apart out of surplus or profits such sum or sums as the directors
   from time to time in their discretion deem proper for working capital or
   as a reserve fund to meet contingencies or for such other purposes as the
   directors shall deem conducive to the interests of the Corporation.

        Section 9.3  CONTRACTS, CHECKS, DRAFTS, DEEDS, LEASES AND OTHER
   INSTRUMENTS.  - All contracts, checks, drafts or other orders for the
   payment of money, notes or other evidences of indebtedness issued in the
   name of the Corporation, shall be signed by such officer or officers,
   agent or agents of the Corporation and in such manner as shall from time
   to time be determined by resolution of the Board of Directors.  The Board
   may authorize by resolution any officer or officers to enter into and
   execute any contract or instrument of indebtedness in the name of the
   Corporation, and such authority may be general or confined to specific
   instances.  All funds of the Corporation not otherwise employed shall be
   deposited from time to time to the credit of the Corporation in such banks
   or other depositories as the Treasurer may authorize.

        All contracts, deeds, mortgages, leases or instruments that require
   the corporate seal of the Corporation to be affixed thereto shall be
   signed by the President or a Vice President, and by the Secretary, or an
   Assistant Secretary, or by such other officer or officers, or person or
   persons, as the Board of Directors may be resolution prescribe.

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

                                    ARTICLE X
                          AMENDMENT OR REPEAL OF BYLAWS

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

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