Exhibit 4(b)


                                                          CONFORMED COPY
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
 Prepared by:  IES Utilities Inc., Darin Smith, 200 First St. SE, Cedar
                         Rapids, IA 52401, (319) 398-4505
                                    
______________________________________________________________________________
______________________________________________________________________________



                           IES UTILITIES INC.
        (formerly known as Iowa Electric Light and Power Company)

                                   To

                   THE FIRST NATIONAL BANK OF CHICAGO


                                 Trustee

                       __________________________


                        Sixty-third Supplemental

                                Indenture

                        Dated as of April 1, 1997


                       __________________________

                             SUPPLEMENTAL TO

                 INDENTURE OF MORTGAGE AND DEED OF TRUST

                       DATED AS OF AUGUST 1, 1940

______________________________________________________________________________
                                    

           THIS SIXTY-THIRD SUPPLEMENTAL INDENTURE, dated as of April 1,
1997,  between IES UTILITIES INC. (formerly known as Iowa Electric Light
and  Power Company), a corporation organized and existing under the laws
of  the  State of Iowa (hereinafter called the "Company"), party of  the
first  part,  and  THE  FIRST NATIONAL BANK OF CHICAGO,  as  Trustee,  a
national  banking association organized and existing under the  laws  of
the United States of America, party of the second part,


                      W I T N E S S E T H:


          WHEREAS, the Company has heretofore executed and delivered its
Indenture  of  Mortgage and Deed of Trust, dated as of  August  1,  1940
(hereinafter called the "Original Indenture"), to the Trustee to  secure
the  first  mortgage  bonds  (herein sometimes  referred  to  as  "first
mortgage bonds") of the Company, issuable in series; and

          WHEREAS, the Company thereafter executed and delivered certain
Supplemental Indentures, First through Sixty-second, inclusive, for  the
various purposes of creating additional series of first mortgage  bonds,
conveying  and confirming unto the Trustee certain additional  property,
correcting the description of a certain parcel of land as set  forth  in
the  Original Indenture and amending the Original Indenture  in  certain
respects  (the Original Indenture and the above referred to Supplemental
Indentures  together with this Sixty-third Supplemental Indenture  being
herein sometimes collectively referred to as the "Indenture"); and

           WHEREAS, there have been issued and are now outstanding under
the Indenture the following described first mortgage bonds:

           First Mortgage Bonds                          Principal Amount

        Series L, 7-7/8% due 2000                           15,000,000
        Series M, 7-5/8% due 2002                           30,000,000
        Series Y, 8-5/8% due 2001                           60,000,000
        Series Z, 7.60% due 1999                            50,000,000
        Collateral Series A due 2008                        50,000,000
        Collateral Series B due 2023                        50,000,000
        Collateral Series C due 2000                        50,000,000
        Collateral Series D due 2006                        60,000,000
        Pollution Control Collateral Series A, due 2023     10,200,000
        Pollution Control Collateral Series B, due 2023      7,000,000
        Pollution Control Collateral Series C, due 2023      2,200,000

           WHEREAS, the Original Indenture in Section 158 provides  that
the  Company,  when  authorized by resolution  of  the  Board,  and  the
Trustee,  may  at any time, subject to the restrictions in the  Original
Indenture  contained, enter into such an indenture supplemental  to  the
Original  Indenture  as  may or shall be by  them  deemed  necessary  or
desirable  for the purpose of creating any new series of first  mortgage
bonds or of adding to the covenants and agreements of the Company in the
Original  Indenture contained, other covenants and agreements thereafter
to be observed by the Company and for any other purpose not inconsistent
with the terms of the Original Indenture and which shall not impair  the
security of the same; and

          WHEREAS, the Company desires to execute and deliver this Sixty-
third  Supplemental Indenture, in accordance with the provisions of  the
Original Indenture, for the purpose of providing for the creation  of  a
new  series  of  first mortgage bonds to be designated  "First  Mortgage
Bonds, Collateral Series E, Due 2007" (hereinafter called the "Bonds  of
Series  E"  or  the  "Bonds"), and for the  purpose  of  adding  to  the
covenants  and  agreements  of the Company  in  the  Original  Indenture
contained,  other covenants and agreements hereafter to be  observed  by
the Company;

          WHEREAS, the Bonds are to be issued to The First National Bank
of  Chicago as trustee (the "New Mortgage Trustee") under the  Company's
Indenture  of Mortgage and Deed of Trust dated as of September  1,  1993
(the  "New Mortgage"), and are to be owned and held by the New  Mortgage
Trustee  as  "Class  'A'  Bonds" (as defined in  the  New  Mortgage)  in
accordance with the terms of the New Mortgage; and

           WHEREAS, all acts and proceedings required by law and by  the
Articles of Incorporation of the Company, including all action requisite
on  the  part of its stockholders, directors and officers, necessary  to
make  the  Bonds,  when  executed  by  the  Company,  authenticated  and
delivered  by the Trustee and duly issued, the valid, binding and  legal
obligations of the Company, and to constitute the Indenture a valid  and
binding  mortgage and deed of trust for the security  of  the  Bonds  in
accordance  with the terms of the Indenture and the terms of the  Bonds,
have  been done and taken; and the execution and delivery of this Sixty-
third Supplemental Indenture have been in all respects duly authorized.

            NOW,  THEREFORE,  THIS  SIXTY-THIRD  SUPPLEMENTAL  INDENTURE
WITNESSETH,  that,  in  order  to further  secure  the  payment  of  the
principal  of,  premium, if any, and interest,  if  any,  on  all  first
mortgage  bonds at any time issued and outstanding under the  Indenture,
according  to  their  tenor,  purport and  effect,  and  to  secure  the
performance and observance of all the covenants and conditions  in  said
first mortgage bonds and in the Indenture contained (except any covenant
of  the  Company with respect to the refund or reimbursement  of  taxes,
assessments or other governmental charges on account of the ownership of
any first mortgage bonds, or the income derived therefrom, for which the
holders of such first mortgage bonds shall look only to the Company  and
not  to the property mortgaged and pledged) and for and in consideration
of  the premises and of the mutual covenants herein contained and of the
purchase and acceptance of the Bonds by the holders thereof, and of  the
sum  of  $1.00 duly paid to the Company by the Trustee at or before  the
ensealing  and  delivery hereof, and for other valuable  considerations,
the receipt whereof is hereby acknowledged, the Company has executed and
delivered  this  Sixty-third  Supplemental  Indenture,  and,  by   these
presents  does grant, bargain, sell, release, convey, assign,  transfer,
mortgage,  pledge, set over, warrant and confirm unto  the  Trustee  the
properties  of  the Company described and referred to  in  the  Original
Indenture  and all indentures supplemental thereto, as thereby  conveyed
or intended so to be, and not heretofore specifically released, together
with  all  and singular the plants, buildings, improvements,  additions,
tenements,  hereditaments, easements, rights, privileges,  licenses  and
franchises and all other appurtenances whatsoever belonging  or  in  any
wise appertaining to any of the property hereby mortgaged or pledged, or
intended so to be, or any part thereof, now owned or which may hereafter
be  owned  or acquired by the Company, and the reversion and reversions,
remainder  and  remainders,  and  the tolls,  rents,  revenues,  issues,
earnings,  income, product and profits thereof, and of  every  part  and
parcel  thereof,  and all the estate, right, title, interest,  property,
claim and demand of every nature whatsoever of the Company, at law or in
equity,  or otherwise howsoever, in, of and to such property  and  every
part  and  parcel thereof, including the following property acquired  by
the  Company  since  the  execution and  delivery  of  the  Sixty-second
Supplemental Indenture dated as of September 1, 1996:


                              Boone County

Parcel  `D'  in  Southeast quarter (1/4) of Southwest quarter  (1/4)  of
Section  one  (1),  Township eighty-three (83) North, Range  twenty-five
(25),  West  of  the  5th P.M., Boone County, Iowa,  as  shown  on  Plat
recorded  in  Plat Book 19, Page 284, in the office of the  Recorder  of
Boone County, Iowa.


                               Iowa County
                                    
That  part of the Southeast Quarter of the Southeast Quarter of  Section
16, Township 80 North, Range 10 West of the 5th P.M., Iowa County, Iowa,
described as follows:

Commencing  at  the Southeast corner of said Southeast  Quarter;   thence
North  90 degree 00'00" West (assumed bearing for this description  only)
33.02 feet along the South line of said Southeast Quarter to a point 33.00
feet  in  perpendicular distance West of the Eastline of said  Southeast
Quarter;  thence North 1 degree 45'19" West 33.02 feet along a line 33 feet
West of and parallel to said East line to a point 33.00 feet in perpendicular
distance  North of the South line of said Southeast Quarter  said  point
being  the point of intersection of the North right-of-way line of 190th
Street and the West right-of-way line of County Road E77, and said point
being  the  point  of beginning; thence North 90 degree 00'00" West 400.00
feet along  said  North  right-of-way line; thence North 1 degree 45'19"
West 500.00 feet;  thence North 90 degree 00'00" East 400.00 feet to a 
point of intersection with  the West right-of-way line of County Road E77; 
thence South 1 degree 45'19" East  500.00  feet along said West right-of-way
line  to  the  point  of beginning; Said tract contains 4.59 acres more or
less and is subject to easements of record.



           TO  HAVE  AND TO HOLD all and singular the lands, properties,
estates,  rights,  franchises, privileges and  appurtenances  mortgaged,
conveyed,  pledged  or  assigned as aforesaid, or  intended  so  to  be,
together  with  all the appurtenances thereunto appertaining,  unto  the
Trustee and its successors and assigns forever, upon the trusts, for the
uses  and  purposes  and  under the terms and conditions  and  with  the
rights, privileges and duties as in the Indenture set forth;

          Subject, however, to the reservations, exceptions, limitations
and  restrictions  contained in the several deeds,  leases,  servitudes,
contracts or other instruments through which the Company acquired and/or
claims  title to and/or enjoys the use of the aforesaid properties;  and
subject also to Permitted Encumbrances (as defined in Section 24 of  the
Original  Indenture)  and, as to any property acquired  by  the  Company
since the execution and delivery of the Original Indenture, to any liens
thereon  existing, and to any liens for unpaid portions of the  purchase
money  placed thereon, at the time of such acquisition, but only to  the
extent  that  such  liens are permitted by Sections 72  and  83  of  the
Original  Indenture,  as  amended, and Section  7  of  this  Sixty-third
Supplemental Indenture;

           BUT  IN  TRUST, NEVERTHELESS, for the equal and proportionate
use,  benefit, security and protection of those who from  time  to  time
shall  hold  the  first  mortgage bonds and  coupons  authenticated  and
delivered  under  the Indenture and duly issued by the Company,  without
any  discrimination, preference or priority of any  one  first  mortgage
bond  or  coupon  over any other by reason of priority in  the  time  of
issue,  sale or negotiation thereof or otherwise, except as provided  in
Section  69  of  the  Original  Indenture,  so  that,  subject  to  said
provisions, each and all of said first mortgage bonds and coupons  shall
have the same right, lien and privilege under the Indenture and shall be
equally   and   ratably  secured  thereby  (except   as   any   sinking,
amortization, improvement, renewal or other fund, or any other covenants
or  agreements  established in accordance with  the  provisions  of  the
Original  Indenture,  may  afford  additional  security  for  the  first
mortgage  bonds  of  any particular series), and  shall  have  the  same
proportionate interest and share in the Trust Estate (as defined in  the
Original  Indenture),  with the same effect  as  if  all  of  the  first
mortgage  bonds  and  coupons  had  been  issued,  sold  and  negotiated
simultaneously  on  the date of the delivery of the Original  Indenture;
and  in  trust  for  enforcing payment of the  principal  of  the  first
mortgage  bonds  and  of  the  interest and premium,  if  any,  thereon,
according  to the tenor, purport and effect of the first mortgage  bonds
and  coupons  and  of  the  Indenture,  and  for  enforcing  the  terms,
provisions, covenants and stipulations therein and in the first mortgage
bonds  set forth, and upon the trusts, uses and purposes and subject  to
the  covenants, agreements and conditions set forth and declared in  the
Indenture;

            AND   THIS   SIXTY-THIRD  SUPPLEMENTAL   INDENTURE   FURTHER
WITNESSETH, that the Company hereby covenants and agrees to and with the
Trustee and its successors and assigns forever as follows:

           SECTION  1.   There shall be, and is hereby  created,  a  new
series  of  first mortgage bonds, known as and entitled "First  Mortgage
Bonds,  Collateral Series E, Due 2007," and the form  thereof  shall  be
substantially as hereinafter set forth.

          The Bonds of Series E shall be issued and delivered to the New
Mortgage  Trustee  under  the  New  Mortgage  as  the  basis   for   the
authentication  and  delivery under the New  Mortgage  of  a  series  of
securities  ("Collateral Trust Securities").  As  provided  in  the  New
Mortgage,  the Bonds of Series E will be registered in the name  of  the
New Mortgage Trustee, subject to the provisions of the New Mortgage, for
the  benefit  of  the  holders  of all  securities  from  time  to  time
outstanding  under  the  New Mortgage, and the  Company  shall  have  no
interest therein.  The Bonds of Series E will not be transferable except
to a successor trustee under the New Mortgage.

           Any  payment or deemed payment by the Company under  the  New
Mortgage  of  the  principal of or interest, if any, on  the  Collateral
Trust  Securities (other than by the application of the  proceeds  of  a
payment  in  respect  of the Bonds of Series E)  shall,  to  the  extent
thereof,  be  deemed  to  satisfy and discharge the  obligation  of  the
Company, if any, to make a payment of principal of or interest, if  any,
on such Bonds of Series E, as the case may be, which is then due.

          The principal amount of the Bonds of Series E shall be limited
to  $55,000,000, except in case of the issuance of Bonds as provided  in
Section  14  of  the Original Indenture on account of  mutilated,  lost,
stolen,  or  destroyed Bonds.  The Bonds of Series E shall be registered
bonds  only  without  coupons  of the denomination  of  $1,000  and  any
multiple  of  $1,000, and of such respective amounts  of  each  of  said
denominations  as  may be executed by the Company and delivered  to  the
Trustee for authentication and delivery.  Notwithstanding the provisions
of  Section  7 of the Original Indenture to the contrary, no reservation
of  unissued coupon bonds shall be required with respect to the Bonds of
Series E.  All Bonds of Series E shall mature May 1, 2007, and shall not
bear  interest, except that if the Company should default in payment  of
principal on a Bond of Series E, such Bond shall bear interest  on  such
defaulted  principal  at the rate of 6% per annum (to  the  extent  that
payment of such interest is enforceable under applicable law) until  the
Company's obligation with respect to the payment of such principal shall
be  discharged.   The principal, premium, if any, and the  interest,  if
any,  on  the  Bonds of Series E shall be payable at the office  of  the
Trustee  in the City of Chicago, State of Illinois, or at the option  of
the  holder,  at the principal corporate trust office of  First  Chicago
Trust Company of New York in the Borough of Manhattan in the City of New
York,  in any coin or currency of the United States of America which  at
the  time of payment shall be legal tender for public and private debts.
The  Bonds  of  Series  E shall be subject to redemption  under  certain
circumstances  specified  in Section 54 of  the  Original  Indenture  as
amended.

      The  Bonds  of Series E will be redeemable, at the option  of  the
Company, in whole at any time or in part from time to time, upon 30 days
notice,  at  a  redemption price equal to 100% of the  principal  amount
thereof  together  with accrued interest, if any, thereon  to  the  date
fixed  for  redemption.  The Bonds shall be redeemed no later  than  the
redemption  of  the Collateral Trust Securities, in a  principal  amount
equal  to the principal amount of Collateral Trust Securities then being
redeemed,  and  at  a  redemption price equal to  the  redemption  price
(excluding interest other than interest on defaulted principal, if  any)
applicable to such redemption of Collateral Trust Securities.

           Notwithstanding  Section 11 of the  Original  Indenture,  the
Company  may  execute, and the Trustee shall authenticate  and  deliver,
definitive Bonds of Series E in typewritten form.

           Subject  to  the  provisions of Section  8  of  the  Original
Indenture, all definitive Bonds of Series E shall be interchangeable for
other  Bonds  of  Series  E  of a different authorized  denomination  or
denominations,  as requested by the holder surrendering the  same,  upon
surrender to the agency of the Company in the City of Chicago, Illinois,
or,  at  the option of the holder, at the agency of the Company  in  the
City  of  New  York.  Anything contained in Section 13 of  the  Original
Indenture  notwithstanding, upon such interchange of Bonds of Series  E,
no  charge  may  be  made by the Company except the  payment  of  a  sum
sufficient  to  reimburse  the  Company  for  any  stamp  tax  or  other
governmental charge incident thereto.

           The  Trustee  is hereby appointed Registrar of the  Bonds  of
Series E for the purpose of registering and transferring Bonds of Series
E  as in Section 12 of the Original Indenture provided.  Bonds of Series
E  may  also be so registered and transferred at the principal corporate
trust  office of First Chicago Trust Company of New York in the  Borough
of Manhattan in the City of New York, which company is hereby authorized
to act as co-Registrar of Bonds of Series E in the City of New York.  In
case  any Bonds of Series E shall be redeemed in part only, any delivery
pursuant to Section 97 of the Original Indenture of a new Bond or  Bonds
of  Series  E  of an aggregate principal amount equal to the  unredeemed
portion  of such Bond of Series E shall, at the option of the registered
owner, be made by the co-Registrar.  For all purposes of Articles Eleven
and  Eighteen of the Original Indenture, First Chicago Trust Company  of
New York in the City of New York, as the New York Paying Agent for Bonds
of  Series  E,  shall be deemed to be the agent of the Trustee  for  the
purpose of receiving all or any part, as may be directed by the Trustee,
of  any  deposit for the purpose of redeeming, or of paying at maturity,
any  Bonds  of  Series E, and any money so deposited with First  Chicago
Trust Company of New York in the City of New York, upon the direction of
the Trustee, in trust for the purpose of paying the redemption price of,
or  of  paying  at maturity, any Bonds of Series E, shall be  deemed  to
constitute  a  deposit in trust with, and to be held in  trust  by,  the
Trustee  in accordance with the provisions of Article Eleven or Eighteen
of the Original Indenture.

           So  long  as  any Bonds of Series E shall be outstanding,  in
addition  to  the offices or agencies required to be maintained  by  the
provisions of the Original Indenture, the Company shall keep or cause to
be  kept at an office or agency to be maintained by the Company  in  the
Borough  of  Manhattan, the City of New York, books for the registration
and  transfer  of  Bonds pursuant to the foregoing  provisions  of  this
Section and to the provisions of the Original Indenture.

           SECTION  2.   For  the  purpose of redemption  under  certain
circumstances  specified  in Section 54 of the  Original  Indenture,  as
amended,  by  the  application of cash received by the  Trustee  as  the
result  of the taking by eminent domain or of the purchase by  a  public
authority of properties of the Company, the Bonds shall be redeemable at
a  special  redemption  price of 100% of the  principal  amount  thereof
together  with  accrued  interest,  if  any,  to  the  date  fixed   for
redemption.

          SECTION 3.  The Bonds and the certificate of authentication to
be borne by such Bonds shall be substantially in the following forms,
respectively:


                         [FORM OF FACE OF BOND]

      This  Bond is not transferable except to a successor trustee under
the  Indenture of Mortgage and Deed of Trust, dated as of  September  1,
1993, between IES Utilities Inc. and The First National Bank of Chicago,
Trustee.

           No.                                               $

                           IES UTILITIES INC.
                FIRST MORTGAGE BOND, COLLATERAL SERIES __


                                Due ____

           IES  UTILITIES  INC. (hereinafter called  the  "Company"),  a
corporation of the State of Iowa, for value received, hereby promises to
pay  to  THE  FIRST  NATIONAL  BANK OF CHICAGO,  as  trustee  under  the
Indenture of Mortgage and Deed of Trust, dated as of September 1,  1993,
between the Company and such trustee, or registered assigns, on the ____
day  of ______, ____, the sum of ___________ ($________) dollars in  any
coin  or  currency of the United States of America which at the time  of
payment  shall be legal tender for public and private debts.  This  Bond
shall  not  bear interest except that, if the Company should default  in
the  payment of principal hereof, this Bond shall bear interest on  such
defaulted  principal  at the rate of 6% per annum (to  the  extent  that
payment of such interest is enforceable under applicable law) until  the
Company's obligation with respect to the payment of such principal shall
be  discharged  as  provided  in  the Indenture  hereinafter  mentioned.
Principal of and interest, if any, on this Bond shall be payable at  the
agency  of  the  Company in the City of Chicago, Illinois,  or,  at  the
option  of the holder, at the agency of the Company in the City  of  New
York.

           Reference is made to the further provisions of this Bond  set
forth  on  the  reverse hereof.  Such further provisions shall  for  all
purposes have the same effect as though fully set forth at this place.

           This  Bond  shall not be valid or become obligatory  for  any
purpose  until the certificate of authentication hereon shall have  been
signed  by  The  First National Bank of Chicago, or  its  successor,  as
Trustee under the Indenture hereinafter mentioned.

           IN  WITNESS WHEREOF, the Company has caused this Bond  to  be
signed in its name, manually or in facsimile, by its President or one of
its  Vice Presidents and its corporate seal to be impressed or imprinted
hereon  and attested, manually or in facsimile, by its Secretary or  one
of its Assistant Secretaries.

     Dated:

                                               IES UTILITIES INC.



                                               By_____________________________
                                                 Authorized Executive Officer

ATTEST:


_____________________________
Secretary


            [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
                                    
                 TRUSTEE'S CERTIFICATE OF AUTHENTICATION

           This  is  one  of the first mortgage bonds described  in  the
within-mentioned Indenture.


                                           THE FIRST NATIONAL BANK OF CHICAGO,
                                                       as Trustee



                                           By_________________________________
                                             Authorized Officer


                        [FORM OF REVERSE OF BOND]

                           IES UTILITIES INC.
                FIRST MORTGAGE BOND, COLLATERAL SERIES __

                                Due ____

           This  Bond  is  one of an authorized issue of  Bonds  of  the
Company known as its "first mortgage bonds", issued and to be issued  in
series  under,  and  all  equally and ratably  secured  (except  as  any
sinking, amortization, improvement, renewal or other fund, or any  other
covenants  or agreements, established in accordance with the  provisions
of  the  Indenture hereinafter mentioned, may afford additional security
for  the  first mortgage bonds of any particular series) by an Indenture
of  Mortgage  and Deed of Trust dated as of August 1, 1940, executed  by
the  Company  to  The  First National Bank of Chicago,  as  Trustee,  as
supplemented  by ________ Supplemental Indentures (including  a  Seventh
Supplemental  Indenture  dated  as of  July  1,  1946,  a  Thirty-second
Supplemental  Indenture  dated as of September 1,  1966,  a  Forty-fifth
Supplemental  Indenture  dated as of November  1,  1976,  a  Fifty-fifth
Supplemental  Indenture  dated  as  of  March  1,  1988,  a  Fifty-sixth
Supplemental  Indenture  dated  as of October  1,  1988,  a  Fifty-ninth
Supplemental  Indenture  dated  as  of  October  1,  1993,  a   Sixtieth
Supplemental  Indenture  dated as of November 1,  1993,  a  Sixty-second
Supplemental  Indenture dated as of September 1, 1996 and a  Sixty-third
Supplemental Indenture dated as of April 1, 1997) each duly executed  by
the  Company to said Trustee (said Indenture, as so supplemented,  being
herein sometimes referred to as the "Indenture"), to which Indenture and
all  indentures  supplemental thereto reference is  hereby  made  for  a
description  of  the properties mortgaged and pledged,  the  nature  and
extent of the security, the rights of the holders of said first mortgage
bonds,  and  of  the  Trustee  and of the Company  in  respect  of  such
security,  and  the terms and conditions upon which said first  mortgage
bonds  are and are to be issued and secured. As provided in, and to  the
extent  permitted by, the Indenture, the rights and obligations  of  the
Company  and of the holders of said first mortgage bonds may be  changed
and modified with the consent of the Company by the affirmative vote  of
the  holders  of at least 75% in principal amount of the first  mortgage
bonds   then   outstanding  affected  by  such  change  or  modification
(excluding  first mortgage bonds disqualified from voting by  reason  of
the  Company's interest therein as provided in the Indenture); provided,
however, that without the consent of the registered owner hereof no such
change  or  modification shall permit the reduction of the principal  or
the  extension  of  the maturity of the principal of this  Bond  or  the
reduction  of  the  rate  of  interest, if  any,  hereon  or  any  other
modification of the terms of payment of such principal or interest.   As
provided  in  the Indenture, said first mortgage bonds are  issuable  in
series  which may vary as in the Indenture provided or permitted.   This
Bond is one of a series of first mortgage bonds entitled "First Mortgage
Bonds, Collateral Series __, Due ____".

           Any payment or deemed payment by the Company of the principal
of  or  interest, if any, on the Collateral Trust Securities (as defined
in  the  ________ Supplemental Indenture) (other than by the application
of  the  proceeds of a payment in respect of this Bond)  shall,  to  the
extent thereof, be deemed to satisfy and discharge the obligation of the
Company, if any, to make a payment of principal of or interest, if  any,
on this Bond which is then due.

           This  Bond  is redeemable, at the option of the  Company,  in
whole at any time or in part from time to time, upon 30 days notice,  at
a  redemption  price  equal  to  100% of the  principal  amount  thereof
together  with accrued interest, if any, thereon to the date  fixed  for
redemption.   This  Bond  is  also subject to redemption  under  certain
circumstances  specified  in  Section  54  of  the  Indenture   by   the
application of cash received by the Trustee as the result of the  taking
by eminent domain or of the purchase by a public authority of properties
of the Company, as more fully provided in, and subject to the provisions
of,  the  Indenture,  upon  at  least 30  days  prior  notice  given  as
aforesaid, at a special redemption price of 100% of the principal amount
thereof.   In  addition, the Bonds shall be redeemed by the  Company  no
later  than  the  redemption of the Collateral  Trust  Securities  in  a
principal  amount  equal  to the principal amount  of  Collateral  Trust
Securities then being redeemed, and at a redemption price equal  to  the
redemption  price (excluding interest other than interest  on  defaulted
principal,  if  any) applicable to such redemption of  Collateral  Trust
Securities.

           If  an  event of default, as defined in the Indenture,  shall
occur,  the  principal of this Bond may become or be  declared  due  and
payable, in the manner and with the effect provided in the Indenture.

           To  the  extent permitted on the front hereof, this  Bond  is
transferable  by the registered owner hereof in person  or  by  attorney
authorized  in  writing  at the agency of the Company  in  the  City  of
Chicago, Illinois, or, at the option of the holder, at the agency of the
Company in the City of New York, upon surrender and cancellation of this
Bond  and  upon any such transfer a new first mortgage bond of the  same
series, for the same aggregate principal amount, will be issued  to  the
transferee  in exchange herefor.  The Company and the Trustee  may  deem
and  treat  the  person  in whose name this Bond is  registered  as  the
absolute owner hereof, for the purpose of receiving payment and for  all
other purposes.

           This  Bond, alone or with other first mortgage bonds  of  the
same  series, may be exchanged upon surrender thereof to the Trustee  at
the  agency of the Company in the City of Chicago, Illinois, or, at  the
option  of the holder, at the agency of the Company in the City  of  New
York, for one or more other first mortgage bonds of the same series  and
of  the  same  aggregate principal amount but of a different  authorized
denomination  or  denominations, upon payment of  a  sum  sufficient  to
reimburse  the  Company for any stamp tax or other  governmental  charge
incident  thereto, and subject to the terms and conditions set forth  in
the Indenture.

           No recourse shall be had for the payment of the principal  of
or  interest,  if  any, on this Bond, or for any claim based  hereon  or
otherwise  in  respect hereof or of the Indenture or  of  any  indenture
supplemental  thereto, against any incorporator, stockholder,  director,
or  officer, as such, past, present or future, of the Company or of  any
predecessor  or  successor corporation, either directly or  through  the
Company  or any predecessor or successor corporation, whether by  virtue
of  any  constitution, statute or rule of law, or by the enforcement  of
any  assessment  or penalty or by any legal or equitable  proceeding  or
otherwise howsoever; all such liability being, by the acceptance  hereof
and  as  a  part of the consideration for the issuance hereof, expressly
waived  and  released by every registered owner hereof,  as  more  fully
provided in the Indenture; provided, however, that nothing herein or  in
the  Indenture contained shall be taken to prevent recourse to  and  the
enforcement  of  the  liability,  if any,  of  any  shareholder  or  any
stockholder or subscriber to capital stock upon or in respect of  shares
of capital stock not fully paid up.

                           [END OF BOND FORM]

           SECTION 4.  Anything contained in Sections 97 and 98  of  the
Indenture  to  the contrary notwithstanding, if less  than  all  of  the
outstanding  Bonds  are to be called for redemption,  the  Bonds  to  be
redeemed in whole or in part shall be designated by the Trustee  (within
10  days  after receipt from the Company of notice of its  intention  to
redeem Bonds) by lot according to such method as the Trustee shall  deem
proper  in its discretion.  For the purpose of any drawing, the  Trustee
shall  assign  a  number  for  each  $1,000  principal  amount  of  each
outstanding Bond.

           The  provisions  of Section 97 of the Indenture  relating  to
notations of partial redemption shall not apply to the Bonds.

           SECTION  5.   The  recitals contained  in  this  Supplemental
Indenture are made by the Company and not by the Trustee; and all of the
provisions   contained   in  the  Original  Indenture,   as   heretofore
supplemented, in respect of the rights, privileges, immunities,  powers,
and  duties  of  the Trustee shall, except as hereinabove  modified,  be
applicable  in respect hereof as fully and with like effect  as  if  set
forth herein in full.

           SECTION  6.   All the covenants, stipulations,  promises  and
agreements in this Supplemental Indenture contained, by or on behalf  of
the  Company, shall bind and inure to the benefit of its successors  and
assigns, whether so expressed or not.

           SECTION  7.  Nothing in this Supplemental Indenture expressed
or implied is intended or shall be construed to give to any person other
than  the  Company, the Trustee, and the holders of the  first  mortgage
bonds  any legal or equitable right, remedy or claim under or in respect
of  the Indenture or any covenant, condition or provision therein or  in
the  first mortgage bonds contained, and all such covenants, conditions,
and  provisions are and shall be held to be for the sole  and  exclusive
benefit  of  the  Company,  the Trustee and the  holders  of  the  first
mortgage bonds issued under the Indenture.

           SECTION 8.  All references in the Original Indenture  to  the
various  Sections and Articles thereof shall be deemed to refer to  said
Sections  and Articles as heretofore amended, and the Original Indenture
shall  hereafter  be  construed and applied as  heretofore  amended  and
supplemented.

          SECTION 9.  This Supplemental Indenture may be executed in any
number  of  counterparts, and each of such counterparts  shall  for  all
purposes be deemed to be an original, and all such counterparts,  or  as
many  of them as the Company and the Trustee shall preserve undestroyed,
shall together constitute but one and the same instrument.



           IN WITNESS WHEREOF, IES UTILITIES INC. has caused this Sixty-
third  Supplemental Indenture to be signed in its corporate name by  its
President  or  a  Vice President and its corporate seal to  be  hereunto
affixed and attested by its Secretary or an Assistant Secretary, and THE
FIRST NATIONAL BANK OF CHICAGO, in token of its acceptance of the trusts
created hereunder, has caused this Sixty-third Supplemental Indenture to
be  signed  in  its  corporate name by one of  its  Vice  Presidents  or
Assistant Vice Presidents and its corporate seal to be hereunto  affixed
and  attested by one of its Trust Officers, all as of the day  and  year
first above written.


                                   IES UTILITIES INC.


                                   By /s/  Larry D. Root
                                           Larry D. Root
                                           President & Chief Operating Officer
(CORPORATE SEAL)

ATTEST:


/s/  Stephen W. Southwick
     Secretary
     Stephen W. Southwick


                                  THE FIRST NATIONAL BANK OF
                                  CHICAGO, Trustee
  

                                  By
                                            John R. Prendiville
                                            Vice President


(CORPORATE SEAL)
ATTEST:



Authorized Officer
Georgia E. Tsirbas



           IN WITNESS WHEREOF, IES UTILITIES INC. has caused this Sixty-
third  Supplemental Indenture to be signed in its corporate name by  its
President  or  a  Vice President and its corporate seal to  be  hereunto
affixed and attested by its Secretary or an Assistant Secretary, and THE
FIRST NATIONAL BANK OF CHICAGO, in token of its acceptance of the trusts
created hereunder, has caused this Sixty-third Supplemental Indenture to
be  signed  in  its  corporate name by one of  its  Vice  Presidents  or
Assistant Vice Presidents and its corporate seal to be hereunto  affixed
and  attested by one of its Trust Officers, all as of the day  and  year
first above written.


 
                                   IES UTILITIES INC.


                                   By
                                           Larry D. Root
                                           President & Chief Operating Officer
(CORPORATE SEAL)

ATTEST:



Secretary
Stephen W. Southwick


                                   THE FIRST NATIONAL BANK OF
                                   CHICAGO, Trustee


                                   By /s/     John R. Prendiville
                                              John R. Prendiville
                                              Vice President
  

(CORPORATE SEAL)
ATTEST:


/s/  Georgia E. Tsirbas
     Authorized Officer
     Georgia E. Tsirbas




STATE OF IOWA  )
               )  ss:
COUNTY OF LINN )



           On this 24th day of April, 1997 before me, the undersigned, a
Notary  Public  in  and  for the said County  in  the  state  aforesaid,
personally  appeared  Larry  D. Root and Stephen  W.  Southwick,  to  me
personally  known,  and to me known to be President  &  Chief  Operating
Officer, and Secretary respectively, of IES UTILITIES INC., one  of  the
corporations  described in and which executed the within  and  foregoing
instrument, and who, being by me severally duly sworn, each did say that
he  the  said Larry D. Root is President & Chief Operating Officer,  and
that  he  the  said Stephen W. Southwick is Secretary of  the  said  IES
UTILITIES  INC., a corporation; that the seal affixed to the within  and
foregoing instrument is the corporate seal of the said corporation,  and
that  the  said  instrument  was signed and sealed  on  behalf  of  said
corporation by authority of its Board of Directors; and the  said  Larry
D. Root and Stephen W. Southwick each acknowledged the execution of said
instrument  to be the voluntary act and deed of said corporation  by  it
voluntarily executed.

           WITNESS  my  hand and notarial seal this 24th day  of  April,
1997.



                                     /s/  Kathleen C. Balvanz
                                          Notary Public


My Commission expires:



(NOTARIAL SEAL)



STATE OF ILLINOIS   )
                    )  ss
COUNTY OF COOK      )



          On this 30th day of April, 1997, before me, the undersigned, a
Notary  Public in and for said County in the State aforesaid, personally
appeared  John  R. Prendiville and Georgia E. Tsirbas, to me  personally
known,  and  to  me known to be a Vice President and an  Assistant  Vice
President, respectively, of THE FIRST NATIONAL BANK OF CHICAGO,  one  of
the  corporations  described  in  and  which  executed  the  within  and
foregoing  instrument, and who, being by me severally duly  sworn,  each
did  say  that he the said John R. Prendiville is a Vice President  that
the  said Georgia E. Tsirbas is an Assistant Vice President of the  said
THE FIRST NATIONAL BANK OF CHICAGO, a corporation; that the seal affixed
to the within and foregoing instrument is the corporate seal of the said
corporation,  and  that the said instrument was  signed  and  sealed  on
behalf  of  said corporation by authority of its By-Laws; and  the  said
John  R.  Prendiville  and  Georgia E.  Tsirbas  each  acknowledged  the
execution  of said instrument to be the voluntary act and deed  of  said
corporation by it voluntarily executed.

           WITNESS  my  hand and notarial seal this 30th day  of  April,
1997.



                                     /s/  Dana McCray
                                          Notary Public


My Commission expires:




(NOTARIAL SEAL)