Exhibit 10.17

                  Interstate Energy Corporation (d/b/a Alliant)
                           Long-Term Incentive Program
                                 Revised 7/1/98


   ESTABLISHMENT OF PROGRAM SPECIFICATIONS:

      These specifications have been established to govern the Long-Term
      Incentive Program for eligible employees of Interstate Energy
      Corporation (d/b/a Alliant).  These specifications work in conjunction
      with the WPL Holdings, Inc. Long-Term Equity Incentive Plan adopted on
      January 23, 1994. If there are any differences between these
      specifications and the plan document, the plan document will be
      followed in determining employee benefits.

   PURPOSE OF THE PROGRAM:

      The purpose of the Program is to promote the success and enhance the
      value of the company by linking the personal interests of participants
      to those of company shareowners, and by providing participants with an
      incentive for outstanding performance. The Program is further intended
      to provide flexibility to the company in its ability to motivate,
      attract, and retain the services of participants upon whose judgment,
      interest, and special effort the successful conduct of its operation
      largely is dependent.

   PROGRAM STRUCTURE:

      The Program will consist of a combination of stock options and
      performance shares.

   ELIGIBILITY AND PARTICIPATION:

      Persons eligible to participate in this Program include all active
      executive employees of Interstate Energy Corporation as determined by
      the Compensation and Personnel Committee. Subject to the provisions of
      the Plan, the committee may, from time to time, select from all
      eligible executive employees, those to whom awards shall be granted and
      shall determine the amount of each award.

   GRANT FREQUENCY:

      It is anticipated that stock option grants will be made annually for
      Directors and General Managers.  Assistant Vice Presidents on up will
      receive three years worth of grants up front.

      It is anticipated that performance share grants will be made annually.

      Initial grants will be made on July 1, 1998.

   TYPE AND PRICE:

   Stock Options:  Option grants will be nonqualified stock options.  The
      price of each option will be set at the fair market value on the date
      of the grant.

   Performance Shares:  Each grant of stock will be based on Company=s Total
      Shareholder Return (TSR) performance.  TSR performance represents stock
      price appreciation plus dividends reinvested.  A performance cycle
      shall begin effective July 1, 1998 and have a cycle length of two and
      one-half years, running until January 2, 2001.  Subsequent performance
      cycles begin on January 1 and are three years long.  Performance shares
      will be paid out in Interstate Energy Corporation shares, but will be
      modified by a performance multiplier which ranges from 0 to 2.00 (see
      scale below) based on the three-year average of Alliant TSR relative to
      an investor-owned utility peer group.

   Stock options and performance shares are freestanding; the exercise of
      stock options would not affect the payout of performance shares and
      vice versa.

   Performance Multiplier:

   <TABLE>
   <CAPTION>
    <S>                           <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
    3-yr Total Shareholder        Below 40th     40th        45th        50th        60th        70th        80th        90th
    Return - Percentile           percentile  percentile  percentile  percentile  percentile  percentile  percentile  percentile
    Relative to Peer Group*
    % of Target Value Paid Out        0%         50%         75%         100%        125%        150%        175%        200%

   * Peer Group consists of Investor-Owned Utilities.

   </TABLE>

   AWARD SIZE:

      Award sizes will be determined by the Compensation and Personnel
      Committee of the Board of Directors. The number of options granted to
      each participant under the Program will be based on maintaining a
      competitive total of compensation level. Recommendations of award size
      within the stated range will be made by the Chief Executive Officer
      based on individual participant performance.

      The grants will be based on the following:

   <TABLE>
   <CAPTION>

                Participant Group              Total LTIP Target Awards Performance Share Stock  Stock Options Target
                                                   (as % of salary)         (as % of salary)       (as % of salary)
    <S>                                                  <C>                      <C>                     <C> 
    President & CEO, Chairman of the Board &             80%                      60%                     20%
    Vice-Chairman of the Board
    Executive Vice Presidents                            50%                      35%                     15%
    Senior Vice Presidents & Vice Presidents             35%                      25%                     10%
    Assistant Vice Presidents                            30%                      20%                     10%
    Directors & General Managers                         20%                       0%                     20%

   </TABLE>


   To calculate Performance Share Award:
   
   Base Salary x (Peer Group Target x Performance Share Target) = Number of
               Market Share Price                             Shares Granted

   To calculate Stock Option Award:
   
   Base Salary x Stock Option Target   = Number of Stock Options Granted
   Black-Scholes Ratio (10%) x Market Share Price


   VESTING:

      Stock options granted on July 1, 1998 will have a two and one-half year
      vesting schedule rather than the normal three year vesting schedule
      with one-third of the stock options granted vesting on January 2, 1999,
      one-third vesting on January 2, 2000 and the final one-third vesting on
      January 2, 2001.  Stock options granted on or after January 2, 1999
      will have the normal three-year vesting schedule, with one-third
      vesting each year.  These stock options will vest 100 percent three
      years after the date of the grant.

   EXERCISE PERIOD:

      All unexercised options will expire ten years after the date of grant.

   PAYMENT OF AWARDS:

   -  Stock options are exercisable up to ten years after the grant date
      following the vesting period.

   -  Employee can:
      - exercise options with cash
      - exercise options via a stock-for-stock swap
      - use broker loans for cashless exercises, or
      - elect share withholding (similar to share appreciation program).

   -  Performance shares will be paid in Interstate Energy Corporation shares
      as soon as practicable at the end of each performance cycle, but not
      later than seventy-five days following the end of the performance
      cycle.

   TERMINATION IN THE CASE OF DEATH, DISABILITY OR RETIREMENT:

      All outstanding options granted to the participant shall immediately
      vest one hundred percent, and shall remain exercisable at any time
      prior to their expiration date, or for one year after the date of death
      or disability or for three years after retirement, whichever period is
      shorter.

      For all performance shares, the participant shall receive a prorated
      payout of the performance shares.  The prorated payout shall be
      determined by the committee, in its sole discretion, and shall be based
      upon the length of time that the participant held the performance
      shares during the performance period, and shall further be adjusted
      based on the achievement of the pre-established performance goals.

   TERMINATION OF EMPLOYMENT FOR OTHER REASONS:

      If the employment of a participant shall terminate for any reason other
      than the reasons set forth (and other than for cause), all options held
      by the participant which are not vested as of the effective date of
      employment termination immediately shall be forfeited to the company. 
      However, the committee, in its sole discretion, shall have the right to
      immediately vest all or any portion of such options, subject to such
      terms as the committee, in its sole discretion, deems appropriate.  All
      performance shares not paid shall be forfeited by the participant to
      the company.

      Options which are vested as of the effective date of employment
      termination may be exercised by the participant within the period
      beginning on the effective date of employment termination, and ending
      three (3) months after such date.

     If the employment of a participant shall be terminated by the company
     for cause, all outstanding options held by the participant shall be
     forfeited to the company and no additional exercise period shall be
     allowed, regardless of the vested status of the options.

   INCOME AND TAX CONSIDERATIONS:

      Employee: At exercise, the excess of the stock's fair market value over
      the option price is taxed as ordinary income and is subject to
      withholding.  At payment, performance shares are taxed as ordinary
      income.

      At sale, any appreciation occurring after calculation of the exercise
      tax obligation is taxed as either:
      - a long-term capital gain if the stock is held for more than 18
        months, or
      - as a short-term capital gain for stock held for less than 18 months.

      Company: At exercise, deduction allowed for the amount the executive
      recognizes as taxable income in the year executive is taxed if
      withholding requirements are met.