Exhibit 10.1                                                 As Executed


                                SERVICE AGREEMENT
                           (Public Utility Companies)


             This Service Agreement is made and entered into as of the 22nd
   day of May, 1998 by and among WISCONSIN POWER & LIGHT COMPANY, SOUTH
   BELOIT WATER, GAS AND ELECTRIC COMPANY, IES UTILITIES INC. and INTERSTATE
   POWER COMPANY (individually, a "Client Company" and collectively, the
   "Client Companies"), and ALLIANT SERVICES COMPANY (the "Service Company"),
   a service company subsidiary of Interstate Energy Corporation.

                                   WITNESSETH

             WHEREAS, the Securities and Exchange Commission (hereinafter
   referred to as the "SEC") has approved and authorized as meeting the
   requirements of Section 13(b) of the Public Utility Holding Company Act of
   1935 (hereinafter referred to as the "Act"), the organization and conduct
   of the business of the Service Company in accordance herewith, as a wholly
   owned subsidiary service company of Interstate Energy Corporation; and

             WHEREAS, the Service Company and the Client Companies desire to
   enter into this Service Agreement whereby the Service Company agrees to
   provide and the Client Companies agree to accept and pay for various
   services as provided herein at cost, determined in accordance with
   applicable rules and regulations under the Act, which require the Service
   Company to fairly and equitably allocate costs among all associate
   companies to which it renders services, including the Client Companies and
   other associate companies which are not a party to this Service Agreement;
   and

             WHEREAS, any services provided to an associate company that
   qualifies as a foreign utility company ("FUCO") under section 33 of the
   Act will be charged at not less than the cost of providing such services
   such that there will be no subsidization of the FUCO associate company
   through the Service Company by the Client Companies; and

             WHEREAS, economies and efficiencies benefiting the Client
   Companies will result from the performance by Service Company of services
   as herein provided;

             NOW, THEREFORE, in consideration of the premises and the mutual
   agreements herein contained, the parties to this Service Agreement
   covenant and agree as follows:

                              ARTICLE I - SERVICES

             Section 1.1  The Service Company shall furnish to the Client
   Companies, upon the terms and conditions hereinafter set forth, such of
   the services described in Appendix A hereto, at such times, for such
   periods and in such manner as the Client Companies may from time to time
   request and which the Service Company concludes it is able to perform. 
   The Service Company shall also provide each Client Company with such
   special services, in addition to those services described in Appendix A
   hereto, as may be requested by such Client Company and which the Service
   Company concludes it is able to perform.  In supplying such services, the
   Service Company may arrange, where it deems appropriate, for the services
   of such experts, consultants, advisers and other persons with necessary
   qualifications as are required for or pertinent to the performance of such
   services.

             Section 1.2  Each Client Company shall take from the Service
   Company such of the services described in Section 1.1, and such additional
   general or special services, whether or not now contemplated, as are
   requested from time to time by such Client Company and which the Service
   Company concludes it is able to perform.

             Section 1.3  The services described herein shall be directly
   assigned or allocated by activity, project, program, work order or other
   appropriate basis.  A Client Company shall have the right from time to
   time to amend, alter or rescind any activity, project, program or work
   order provided that (i) any such amendment or alteration which results in
   a material change in the scope of the services to be performed or
   equipment to be provided is agreed to by the Services Company, (ii) the
   cost for the services covered by the activity, project, program or work
   order shall include any expense incurred by the Service Company as a
   direct result of such amendment, alteration or rescission of the activity,
   project, program or work order, and (iii) no amendment, alteration or
   rescission of an activity, project, program or work order shall release a
   Client Company from liability for all costs already incurred by or
   contracted for by the Service Company pursuant to the activity, project,
   program or work order, regardless of whether the services associated 
   with such costs have been completed.

             Section 1.4  A Client Company shall have the right to purchase
   the services described in Appendix A from a company other than the Service
   Company (a "Non-Service Company") if a Non-Service Company offers fully
   comparable quality services at a price that is lower than the price
   charged by the Service Company.

                            ARTICLE II - COMPENSATION

             Section 2.1  As compensation for the services to be rendered
   hereunder, each Client Company shall pay to the Service Company all costs
   which reasonably can be identified and related to particular services
   performed by the Service Company for or on behalf of such Client Company. 
   Where more than one Client Company is involved in or has received benefits
   from a service performed, the costs of such service will be directly
   assigned or allocated, as set forth in Appendix A hereto, between or among
   such Client Companies on a basis reasonably related to the service
   performed to the extent reasonably practicable.

             Section 2.2  It is the intent of this Agreement that charges for
   services shall be distributed among the Client Companies, to the extent
   possible, based upon direct assignment.  The amounts remaining after
   direct assignment shall be allocated among the Client Companies (and other
   affiliate companies of Interstate Energy Corporation for which services
   are rendered by the Service Company, where applicable) using the method
   identified in Appendix A. The method of assignment or allocation of costs
   shall be subject to review annually, or more frequently if appropriate. 
   Such method of assignment or allocation of costs may be modified or
   changed by the Service Company without the necessity of an amendment to
   this Service Agreement; provided that, in each instance, all services
   rendered hereunder shall be at actual cost thereof, fairly and equitably
   assigned or allocated, all in accordance with the requirements of the Act
   and any orders promulgated thereunder.  The Service Company shall review
   with the Client Companies any proposed material change in the method of
   assignment or allocation of costs hereunder and the parties must both
   agree to any such changes before they are implemented.  In addition, no
   such agreed upon material change shall be made unless and until the
   Service Company shall have first given written notice to the Illinois
   Commerce Commission, the Minnesota Public Utilities Commission, the Public
   Service Commission of Wisconsin, the Iowa Utilities Board (collectively,
   the "State Commissions") and the SEC not less than 60 days prior to the
   proposed effective date thereof.

             Section 2.3  The Service Company shall render a monthly bill to
   each Client Company which shall reflect the billing information necessary
   to identify the costs charged for the preceding month.

             Section 2.4  It is the intent of this Service Agreement that the
   payment for services rendered by the Service Company to the Client
   Companies under this Service Agreement shall cover all the costs of its
   doing business (less the cost of services provided to affiliated companies
   not a party to this Service Agreement and to other non-affiliated
   companies, and credits for miscellaneous income items), including, but not
   limited to, salaries and wages, office supplies and expenses, outside
   services employed, property insurance, injuries and damages, employee
   pensions and benefits, miscellaneous general expenses, rents, maintenance
   of structures and equipment, depreciation and amortization, and
   compensation for use of capital as permitted by Rule 91 of the SEC under
   the Act.

                               ARTICLE III - TERM

             Section 3.1  This Service Agreement shall become effective on
   the date hereof, subject to the receipt of required regulatory approvals,
   and shall continue in force with respect to a Client Company until
   terminated by the Service Company with respect to such Client Company, or
   until terminated by unanimous agreement of all Client Companies, in each
   case upon not less than one year's prior written notice to all other
   parties unless otherwise mutually agreed.  This Service Agreement may also
   be subject to termination or modification at any time, without notice, if
   and to the extent performance under this Service Agreement may conflict
   with the Act or with any rule, regulation or order of the SEC adopted
   before or after the date of this Service Agreement.

                           ARTICLE IV - MISCELLANEOUS

             Section 4.1  All accounts and records of the Service Company
   shall be kept in accordance with the General Rules and Regulations
   promulgated by the SEC pursuant to the Act, in particular, the Uniform
   System of Accounts for Mutual Service Companies and Subsidiary Services
   Companies in effect from and after the date hereof.

             Section 4.2  Each Client Company shall cause each of its direct
   or indirect domestic utility subsidiaries which may come into existence
   after the effective date of this Service Agreement to become an additional
   Client Company (collectively, the "New Client Companies") subject to this
   Service Agreement.  In addition, the parties hereto shall make such
   changes in the scope and character of the services to be rendered and the
   method of assigning or allocating costs of such services among the Client
   Companies and the New Client Companies under this Service Agreement as may
   become necessary or appropriate.

             Section 4.3  The Service Company shall permit each Client
   Company's state regulatory commission, and others as required under
   applicable rule or regulation, such reasonable access to its accounts and
   records, including the basis and computation of allocations, as shall be
   necessary for such persons to review such Client Company's operating
   results.

             Section 4.4  This Service Agreement shall be governed by and
   construed in accordance with the internal laws of the State of Wisconsin,
   may be executed in any number of counterparts with the same effect as if
   the signatures thereto and hereto were on the same instrument, and may not
   be amended except by written instrument executed by all parties hereto.


                             ARTICLE V - AMENDMENTS

             Section 5.1.   Prior to filing any amendment to this Service
   Agreement with the SEC, the parties will file with the applicable State
   Commissions, as provided by law or stipulation, a copy of such amendment. 
   In the event that a State Commission,  within forty-five days of filing
   with such State Commission, does not object to an amendment, or issue a
   letter requiring that the amendment be held in abeyance until such State
   Commission completes its review, the parties may file the proposed
   amendment with the SEC.  

             Section 5.2.   In the event that an amendment is finally
   rejected or disapproved or found to be unreasonable by one or more of the
   State Commissions prior to filing with the SEC, the amendment will not
   become effective and the parties will not request SEC approval of the
   amendment.

             Section 5.3.   In the event that an amendment is rejected or
   disapproved or found to be unreasonable by one or more of the State
   Commissions after it has been filed with the SEC but before it as been
   approved by the SEC, the amendment will be terminated and the parties
   agree to request withdrawal of the filing.

             Section 5.4.   In the event that an amendment is rejected,
   disapproved or found to be unreasonable by one or more of the State
   Commissions before it has been approved by the SEC, the parties shall have
   the right to request further revisions of the amendment in order to cure
   or remove the cause of the State Commission's rejection, disapproval or
   finding of unreasonableness.  Upon request by a party, the other parties
   agree promptly to negotiate in good faith to revise the amendment, and
   thereafter to file for any necessary regulatory authorization of the
   renegotiated amendment.  If the parties are unable to reach agreement
   satisfactory to each of them and to each affected State Commission after
   good faith negotiations, then Section 5.2 or 5.3 above, as applicable,
   will apply.

             Section 5.5.   In the event that all the State Commissions have
   previously approved an amendment prior to SEC approval, Section 5.6 below
   shall not apply.

             Section 5.6.   In the event that an amendment has become
   effective and is subsequently rejected, disapproved or found to be
   unreasonable by one or more of the State Commissions, the parties will
   make a good faith effort to terminate, amend or modify the amendment in a
   manner which remedies the State Commission's adverse findings without
   adverse impact on any of the parties.  The parties will request to meet
   with representatives of the State Commissions and make a good faith
   attempt to resolve any differences in the affected states regarding the
   subject amendment.  If agreement can be reached to terminate, amend or
   modify the amendment in a manner satisfactory to the contracting parties
   and to the representatives of each State Commission, the parties shall
   file such amended contract with the appropriate state and federal
   regulatory agencies, seeking all necessary regulatory authorizations.  If
   the parties are unable to reach agreement satisfactory to each of them and
   to each affected State Commission, after good faith negotiations, then
   they shall be under no obligation to further amend the amendment.

             IN WITNESS WHEREOF, the parties hereto have caused this Service
   Agreement to be executed as of the date and year first above written.

                                 ALLIANT SERVICES COMPANY


                                 By:___________________________
                                    Title:

                                 WISCONSIN POWER & LIGHT COMPANY


                                 By:___________________________
                                    Title:

                                 SOUTH BELOIT WATER, GAS AND ELECTRIC COMPANY


                                 By:___________________________
                                    Title:

                                 INTERSTATE POWER COMPANY


                                 By:___________________________
                                    Title:

                                 IES UTILITIES INC.


                                 By:___________________________
                                    Title:

   <PAGE>

                                   Appendix A

                    Description of Services and Determination
                             of Charges for Services

   I.   The Service Company will maintain an accounting system for
        accumulating all costs on an activity, project, program, work order,
        or other appropriate basis.  To the extent practicable, time records
        of hours worked by Service Company employees will be kept by
        activity, project, program or work order.  Charges for salaries will
        be determined from such time records and will be computed on the
        basis of employees, effective hourly rates, including the cost of
        fringe benefits and payroll taxes.  Records of employee-related
        expenses and other costs will be maintained for each functional group
        within the Service Company (hereinafter referred to as "Function"). 
        Where identifiable to a particular activity, project, program or work
        order, such costs will be directly assigned to such activity,
        project, program or work order.  Any costs not directly assigned by
        the Service Company will be allocated monthly in accordance with this
        Appendix A.

        The Service Company will develop and maintain written guidelines to
        govern the methods and procedures for charging and allocating costs
        among the affiliated companies of the Service Company and among
        Functions within the Service Company.  The Service Company will
        subject the affiliate transactions to internal auditing procedures on
        a periodic basis for compliance with the Service Agreement, written
        guidelines and orders and rules of regulatory agencies.

   II.  Service Company costs accumulated for each activity, project, program
        or work order will be directly assigned where possible.  The amounts
        that cannot be directly assigned shall be allocated to the Client
        Companies or other Functions within the Service Company as described
        in this Appendix A.  To the extent possible, such allocations shall
        be based on cost-causal relationships.  The overall process of
        determining responsibility for Service Company costs shall be as
        follows:

        1.   Direct assignment.  Costs accumulated in an activity, project,
             program, or work order for services performed specifically for a
             single Client Company or Function will be directly assigned and
             charged to such Client Company or Function.

        2.   Allocation based on cost-causal relationship.  Costs accumulated
             in an activity, project, program or work order for services
             performed specifically for two or more (but not all) Client
             Companies or Functions and which cannot be directly assigned
             will be allocated among and charged to such Client Companies or
             Functions by application of one or more of the allocation ratios
             described in paragraphs III and IV of this Appendix A; provided
             that the denominator used in determining each such ratio shall
             include only the Client Companies or Functions for which the
             services are specifically performed.

        3.   Allocation for services of a general nature.  Costs accumulated
             in an activity, project, program, or work order for services of
             a general nature which are applicable to all Client Companies or
             Functions or to a class or classes of Client Companies or
             Functions will be allocated among and charged to such Client
             Companies or Functions by application of one or more of the
             allocation ratios described in paragraphs III and IV of this
             Appendix A.

   III. The following ratios will be applied, as specified in paragraph IV of
        this Appendix A, to allocate costs (a) for services of a general
        nature and (b) subject to modification of the denominator as
        described in paragraph II, number 2 above, for services performed
        specifically for two or more (but not all) Client Companies or
        Functions.  These ratios will be determined annually, or at such
        other time as may be required due to a significant change.

        1.   Units Sold or Transported Ratio

             A ratio, based on appropriate Client Company electric, gas,
             steam or water units of sale and/or transport, excluding intra-
             system sales, for the immediately preceding twelve consecutive
             calendar months, the numerator of which is for a Client Company
             and the denominator of which is for all Client Companies (and
             Interstate Energy Corporation's non-utility and foreign utility
             company affiliates for which the Service Company provides
             energy-related services, where applicable).  The product-
             specific units of sales are domestic kilowatt-hour electric
             sales, dekatherms of gas sold or transported, units of water, or
             units of steam.  A separate ratio will be calculated and used
             for each utility type (electric, gas, water and steam).

        2.   Electric Peak Load Ratio

             A ratio, based on the sum of the monthly domestic firm electric
             maximum system demands, including or excluding interruptible
             loads, as appropriate, for the immediately preceding twelve
             consecutive calendar months, the numerator of which is for a
             Client Company and the denominator of which is for all Client
             Companies.

        3.   Number of Customers Ratio

             A ratio, based on the sum of the firm domestic electric
             customers (and/or gas customers, where applicable) at the end of
             each month for the immediately preceding twelve consecutive
             calendar months, the numerator of which is for a Client Company
             and the denominator of which is for all Client Companies.

        4.   Number of Employees Ratio

             A ratio, based on the sum of the number of employees at the end
             of each month for the immediately preceding twelve consecutive
             calendar months, the numerator of which is for a Client Company
             or Service Company Function and the denominator of which is for
             all Client Companies (and Interstate Energy Corporation's non-
             utility and non-domestic utility affiliates for which the
             Service Company provides services, where applicable) and/or the
             Service Company.

        5.   Construction Expenditures Ratio

             A ratio, based on construction expenditures for the immediately
             preceding twelve consecutive calendar months, the numerator of
             which is for a Client Company and the denominator of which is
             for all Client Companies.  To the extent possible, costs will be
             segregated by utility type (i.e., electric, gas, water, steam
             etc.) as well as by function (i.e., production, transmission,
             distribution and general).  If any remaining construction-
             related costs are common to all utility types, such common costs
             will be allocated between utility types and functions based on
             the total of all construction expenditures.

        6.   Circuit Miles of Electric Distribution Lines Ratio

             A ratio, based on installed circuit miles of domestic electric
             distribution lines at the end of the immediately preceding
             calendar year, the numerator of which is for a Client Company
             and the denominator of which is for all Client Companies.

        7.   Number of Meters Ratio

             A ratio, based on the sum of the number of installed electric
             meters (and/or gas, water or steam meters, where applicable) at
             the end of each month for the immediately preceding twelve
             consecutive calendar months, the numerator of which is for a
             Client Company and the denominator of which is for all Client
             Companies.  A separate ratio will be calculated and used for
             each utility type (i.e. electric, gas, water, steam etc.).

        8.   Total Assets Ratio

             A ratio, based on the sum of the total assets at the end of each
             month for the immediately preceding twelve consecutive calendar
             months, the numerator of which is for a Client Company and the
             denominator of which is for all Client Companies (and Interstate
             Energy Corporation's non-utility and non-domestic utility
             affiliates for which the Service Company provides services,
             where applicable).

        9.   Circuit Miles of Electric Transmission Lines Ratio

             A ratio, based on installed circuit miles of electric
             transmission lines at the end of the immediately preceding
             calendar year, the numerator of which is for a Client Company
             and the denominator of which is for all Client Companies.

        10.  Number of Central Processing Unit Seconds Ratio

             A ratio, based on the number of central processing unit seconds
             expended to execute mainframe computer software applications for
             the immediately preceding twelve consecutive calendar months,
             the numerator of which is for a Client Company or Service
             Company Function, and the denominator of which is for all Client
             Companies (and Interstate Energy Corporation's non-utility and
             non-domestic utility affiliates, where applicable) and/or the
             Service Company.

        11.  Gross Plant Ratio

             A ratio, based on the sum of direct plant at the end of each
             month for the immediately preceding twelve consecutive calendar
             months, the numerator of which is for a Client Company and the
             denominator of which is for all Client Companies (and Interstate
             Energy Corporation's non-utility and non-domestic utility
             affiliates, where applicable).

        12.  Materials, Supplies and Services Ratio

             A ratio, based on the sum of materials, supplies and services,
             either issued from inventory or directly purchased, for the
             immediately preceding twelve consecutive calendar months, the
             numerator of which is for a Client Company or Function and the
             denominator of which is for all Client Companies (and Interstate
             Energy Corporation's non-utility and non-domestic utility
             affiliates for which the Service Company provides services,
             where applicable) and/or the Service Company.

        13.  Tons of Coal Burned Ratio

             A ratio, based on the tons of coal burned for the immediately
             preceding twelve consecutive calendar months, the numerator of
             which is for a Client Company and the denominator of which is
             for all Client Companies.

        14.  Gallons of Oil Burned Ratio

             A ratio, based on the gallons of oil burned for the  immediately
             preceding twelve consecutive calendar months, the numerator of
             which is for a Client Company and the denominator of which is
             for all Client Companies.

        15.  Dekatherms of Gas Ratio

             A ratio, based on the dekatherms of gas purchased for the
             immediately preceding twelve consecutive calendar months, the
             numerator of which is for a Client Company and the denominator
             of which is for all Client Companies.

        16.  MCF Peak Load Ratio

             A ratio, based on the sum of the monthly gas maximum system
             demands, including or excluding interruptible loads, as
             appropriate, for the immediately preceding twelve consecutive
             calendar months, the numerator of which is for a Client Company
             and the denominator of which is for all Client Companies.

        17.  Feet of Gas Line Ratio

             A ratio, based on installed footage of gas lines at the end of
             the immediately preceding calendar year, the numerator of which
             is for a Client Company and the denominator of which is for all
             Client Companies.

        18.  Feet of Steam Distribution Lines Ratio

             A ratio, based on installed footage of steam lines at the end of
             the immediately preceding calendar year, the numerator of which
             is for a Client Company and the denominator of which is for all
             Client Companies.

        19.  Steam Peak Load Ratio

             A ratio, based on the sum of the monthly steam maximum system
             demands, including or excluding interruptible loads, as
             appropriate, for the immediately preceding twelve consecutive
             calendar months, the numerator of which is for a Client Company
             and the denominator of which is for all Client Companies.

        20.  Feet of Water Distribution Lines Ratio

             A ratio, based on installed footage of water lines at the end of
             the immediately preceding calendar year, the numerator of which
             is for a Client Company and the denominator of which is for all
             Client Companies.

        21.  Water Peak Load Ratio

             A ratio, based on the sum of the monthly water maximum system
             demands, including or excluding interruptible loads, as
             appropriate, for the immediately preceding twelve consecutive
             calendar months, the numerator of which is for a Client Company
             and the denominator of which is for all Client Companies.

        22.  Number of Bills Ratio

             A ratio, based on the sum of the number of monthly bills issued,
             for the immediately preceding twelve calendar months, the
             numerator of which is for a Client Company and the denominator
             of which is for all Client Companies.

        23.  General Ratio

             A ratio, based on the sum of all Service Company expenses
             directly assigned or allocated, based on allocators other than
             this "General Ratio," to Client Companies (excluding fuel, gas,
             purchased power and the cost of goods sold) for the immediately
             preceding twelve consecutive calendar months, the numerator of
             which is for a Client Company or Function and the denominator of
             which is for all Client Companies (and Interstate Energy
             Corporation's non-utility and non-domestic utility affiliates,
             where applicable) and/or the Service Company.  As used herein,
             "cost of goods sold" represents materials that are resold to the
             ultimate consumer.

   IV.  A description of each Function's activities, which may be modified
        from time to time by the Service Company, is set forth below.  As
        described in paragraph II, number 1 of this Appendix A, where
        identifiable, costs will be directly assigned to the Client Companies
        or to other Functions of the Service Company.  For costs accumulated
        in activities, projects, programs, or work orders which are for
        services of a general nature or for services performed specifically
        for two or more (but not all) Client Companies or Functions which
        cannot be directly assigned, as described in paragraph II, numbers 2
        and 3 of this Appendix A, the method or methods of allocation will be
        based upon the applicable allocation ratios (modified as described in
        paragraph II, number 2, if applicable) set forth below in brackets
        "[Allocator]" for each Function.

        1.   Information Systems

             Provides communications and electronic data processing services
             such as:

             (1)  Development and support of mainframe computer software
                  applications.  [Number of Central Processing Unit Seconds
                  Ratio, #10]

             (2)  Procurement and support of personal computers and related
                  network and software applications.  [Number of Employees
                  Ratio, #4]

             (3)  Operation of data center.  [Number of Central Processing
                  Unit Seconds Ratio, #10]

             (4)  Installation and operation of communications systems. 
                  [Number of Employees Ratio, #4]

        2.   Meters

             Procures and maintains meters.  [Number of Meters Ratio, #7]

        3.   Transportation

             Procures and maintains transportation vehicles and equipment. 
             [Number of Employees Ratio, #4]

        4.   Electric System Maintenance

             Coordinates maintenance of electric transmission and
             distribution systems.

             1.   Transmission systems.  [Circuit Miles of Electric
                  Transmission Lines Ratio, #9]

             2.   Distribution systems.  [Circuit Miles of Electric
                  Distribution Lines Ratio, #6]

        5.   Marketing and Customer Relations

             Advises the Client Companies on relations with domestic utility
             customers.  The activities of the Function include:

             (1)  Design and administration of sales and demand-side
                  management programs.  [Electric Peak Load Ratio, #2, or MCF
                  Peak Load Ratio, #16, or Steam Peak Load Ratio, #19, or
                  Water Peak Load Ratio, #21, or Units Sold or Transported
                  Ratio, #1]

             (2)  Customer billing and payment processing.  [Number of Bills
                  Ratio, #22]

             (3)  Operation of call center.  [Number of Customers Ratio, #3]

             (4)  Customer Market Research and Product Development and
                  Testing.  [Number of Customers Ratio, #3]

        6.   Electric Transmission and Distribution Engineering and
             Construction.

             Designs and monitors construction of electric transmission and
             distribution lines and substations.  Prepares costs and schedule
             estimates, visits construction sites to ensure that construction
             activities coincide with plans, and administers construction
             contracts.  [Construction Expenditures Ratio, #5]

        7.   Power Engineering and Construction

             Prepares specifications and administers contracts for
             construction of new electric generating units.  Prepares costs
             and schedule estimates and visits construction sites to ensure
             that construction activities coincide with plans.  [Construction
             Expenditures Ratio, #5]

        8.   Human Resources

             Establishes and administers policies and supervises compliance
             with legal requirements in the areas of employment,
             compensation, benefits and employee health and safety. 
             Processes payroll and employee benefit payments.  Supervises
             contract negotiations and relations with labor unions.  [Number
             of Employees Ratio, #4]

        9.   Materials Management

             Provides services in connection with the procurement of
             materials and contract services and management of material and
             supplies inventories.  [Material, Supplies and Services Ratio,
             #12]

        10.  Facilities

             Operates and maintains office and service buildings.  Provides
             security and housekeeping services for such buildings and
             procures office furniture and equipment.  [Gross Plant Ratio,
             #11]

        11.  Accounting

             Maintains corporate books and records, prepares financial and
             statistical reports, processes payments to vendors, prepares tax
             filings and supervises compliance with tax laws and regulations. 
             [General Ratio, #23]

        12.  Power Planning

             Coordinates the planning and operation of Client Companies'
             electric power systems.  The activities of the Function include:

             (1)  System Planning - planning of additions to Client
                  Companies' electric generation, transmission and
                  distribution systems.  [Electric Peak Load Ratio, #2]

             (2)  System Control Center - coordination of the operation of
                  Client Companies' electric generating units and
                  transmission systems.  [Units Sold or Transported Ratio,
                  #1]

             (3)  Distribution Control Centers - coordination of Client
                  Companies' electric distribution systems.  [Units Sold or
                  Transported Ratio, #1]

        13.  Public Affairs

             Prepares and disseminates information to employees, customers,
             government officials, communities and the media.  Provides
             graphics, reproduction lithography, photography and video
             services.  [General Ratio, #23]

        14.  Legal

             Renders services relating to labor and employment law,
             litigation, contracts, rates and regulatory affairs,
             environmental matters, financing, financial reporting, real
             estate and other legal matters.  [General Ratio, #23]

        15.  Rates

             Determines the Client Companies' revenue requirements and rates
             to electric and gas customers.  Administers interconnection and
             joint ownership agreements.  Researches and forecasts customers'
             usage.  [Number of Customers Ratio, #3]

        16.  Finance

             Renders services to Client Companies with respect to
             investments, financing, cash management, risk management, claims
             and fire prevention.  Prepares reports to the SEC, budgets,
             financial forecast and economic analyses.  [General Ratio, #23]

        17.  Land and Right of Way

             Purchases, surveys, records, and sells real estate interests for
             Client Companies.  [Gross Plant Ratio, #11]

        18.  Internal Auditing

             Reviews internal controls and procedures to ensure that assets
             are safeguarded and that transactions are properly authorized
             and recorded.  [General Ratio, #23]

        19.  Environmental Affairs

             Establishes policies and procedures for compliance with
             environmental laws and regulations.  Studies emerging
             environmental issues, monitors compliance with environmental
             requirements and provides training to the Client Companies'
             personnel.  [Units Sold or Transported Ratio, #1]

        20.  Fuels

             Procures coal, gas and oil for the Client Companies. Ensures
             compliance with price and quality provisions of fuel contracts
             and arranges for transportation of the fuel to the generating
             stations.  [Tons of Coal Burned Ratio, #13; or Gallons of Oil
             Burned Ratio, #14; or Dekatherms of Gas Ratio, #15; or MCF Peak
             Load Ratio, #16]

        21.  Investor Relations

             Provides communications to investors and the financial
             community, performs transfer agent and shareholder record
             keeping functions, administers stock plans and performs stock-
             related regulatory reporting.  [Total Assets Ratio, #8]

        22.  Planning

             Facilitates preparation of strategic and operating plans,
             monitors trends and evaluates business opportunities.  [General
             Ratio, #23]

        23.  Executive

             Provides general administrative and executive management
             services.  [General Ratio, #23]

        24.  Gas System Maintenance

             Coordinates maintenance of Client Companies' gas transmission
             and distribution systems.  [Feet of Gas Lines Ratio, #17]

        25.  Gas Transmission and Distribution Engineering and Construction

             Designs and monitors construction of gas transmission and
             distribution plant.  Prepares costs and schedule estimates,
             visits construction sites to ensure that construction activities
             coincide with plans, and administers construction contracts. 
             [Construction Expenditures Ratio, #5]

        26.  Gas Acquisition and Dispatch

             Coordinates the planning and operation of Client Companies' gas
             systems.  The activities of the Function include:

             (1)  System Planning - planning of additions to Client
                  Companies, gas production, transmission, and distribution
                  systems.  [Units Sold or Transported Ratio, #1; or MCF Peak
                  Load Ratio, #16; or Dekatherms of Gas Ratio, #15]

             (2)  Distribution Control Centers - coordination of Client
                  Companies, gas distribution systems.  [Units Sold or
                  Transported Ratio, #1; or MCF Peak Load Ratio, #16]

        27.  Gas Production Engineering & Construction

             Prepares specifications and administers contracts for
             construction of new gas production and/or storage units. 
             Prepares specifications and administers contracts for
             improvements to existing units.  Prepares costs and schedule
             estimates and visits construction sites to ensure that
             construction activities coincide with plans.  [Construction
             Expenditures Ratio, #5]

        28.  Steam System Maintenance

             Coordinates maintenance of Client Companies' steam distribution
             systems.  [Feet of Steam Distribution Lines Ratio, #18]

        29.  Steam Distribution Engineering & Construction

             Designs and monitors construction of steam distribution systems. 
             Prepares costs and schedule estimates, visits construction sites
             to ensure that construction activities coincide with plans, and
             administers construction contracts.  [Construction Expenditures
             Ratio, #5]

        30.  Steam Supply Engineering & Construction

             Prepares specifications and administers contracts for
             construction of new steam supply units or improvements to
             existing steam supply units.  Prepares costs and schedule
             estimates and visits construction sites to ensure that
             construction activities coincide with plans.  [Construction
             Expenditures Ratio, #5; or Steam Peak Load Ratio, #19]

        31.  Steam Planning

             Coordinates the planning and operation of Client Companies'
             steam systems.  The activities of the Function include:

             (1)  System Planning - planning of additions to Client
                  Companies' steam supply units and distribution systems. 
                  [Units Sold or Transported Ratio, #1; or Steam Peak Load
                  Ratio, #19]

             (2)  Distribution Control Centers - coordination of Client
                  Companies' steam distribution systems.  [Units Sold or
                  Transported Ratio, #1; or Steam Peak Load Ratio, #19]

        32.  Water System Maintenance

             Coordinates maintenance of Client Companies' water distribution
             systems.  [Feet of Water Distribution Lines Ratio, #20]

        33.  Water Distribution Engineering & Construction

             Designs and monitors construction of water distribution systems. 
             Prepares costs and schedule estimates, visits construction sites
             to ensure that construction activities coincide with plans, and
             administers construction contracts.  [Construction Expenditures
             Ratio, #5]

        34.  Water Supply Engineering & Construction

             Prepares specifications and administers contracts for
             construction of new water supply units or improvements to
             existing water supply units.  Prepares costs and schedule
             estimates and visits construction sites to ensure that
             construction activities coincide with plans.  [Construction
             Expenditures Ratio, #5]

        35.  Water Planning

             Coordinates the planning and operation of Client Companies'
             water systems.  The activities of the Function include:

             (1)  System Planning - planning of additions to Client
                  Companies' water supply units and distribution systems. 
                  [Units Sold or Transported Ratio, #1; or Water Peak Load
                  Ratio, #21]

             (2)  Distribution Control Centers - coordination of Client
                  Companies' water distribution systems.  [Units Sold or
                  Transported Ratio, #1; or Water Peak Load Ratio, #21]