Exhibit 3.5   
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                               IES UTILITIES INC.



                                    ARTICLE I

        The name of the corporation is IES UTILITIES INC.


                                   ARTICLE II

        The principal place of business of this Corporation shall be at Cedar
   Rapids in the County of Linn and the State of Iowa.


                                   ARTICLE III

        The general nature of the business of the Corporation and the objects
   or purposes to be transacted, provided for and carried on, for itself or
   for other corporations, associations or individuals are to own, sell,
   lease, construct, purchase, erect or otherwise acquire buildings wherein
   business of the Corporation may be carried on; to own, sell dispose of,
   lease, construct, purchase, or otherwise acquire, equip, maintain and
   operate electric light plants, electric transmission lines, electric power
   plants, gas plants, heating plants, and other public utilities not herein
   referred to; to manufacture, buy, sell, accumulate, store, transmit,
   furnish and distribute electrical energy for light, heat, power and other
   purposes; to produce or in any manner acquire, sell, dispose of and
   distribute gas, its by-products and residual products; to sell and furnish
   the products of such public utilities as the Corporation may at any time
   own, lease or operate; to deal in all apparatus and things required for,
   or capable of being used in connection with, the generation, distribution,
   supply, accumulation, use and employment of electrical energy, gas and
   heat; to produce, create, develop and in any manner acquire water powers;
   to improve and utilize such water powers; to sell in any manner, dispose
   of and distribute such water powers in the generation of electrical
   energy; to acquire, hold, use, dispose of and sell rights and franchises
   of every kind, nature and class; to purchase, sell, assign, transfer,
   mortgage, pledge or otherwise dispose of shares of capital stock, bonds,
   debentures, evidences of indebtedness, and other securities of any
   corporation or association, provided, however, except in the case of
   securities of a corporation owning or operating railway properties, the
   principal business of the issuers of such capital stock, bonds,
   debentures, evidences of indebtedness or other securities so acquired by
   the Corporation shall be one of the businesses in which this Corporation
   is engaged at the time, and while this Corporation is the holder of any
   such shares of stock to exercise all the rights, powers, and privileges of
   ownership, including the right to vote thereon in the same manner as a
   natural person might or could; to aid, facilitate and assist in the
   construction, building, extension, improvement, equipment, maintenance and
   operation of any electric generating plant, gas plant, heating plant and
   other public utility; to aid any corporation, association or individual of
   which any stock, bonds, evidences of indebtedness or any other securities
   are held by the Corporation, provided the principal business of the issuer
   is a business in which this Corporation is engaged at that time; to do any
   acts or things designed to protect, preserve, improve or enhance the value
   of stock, bonds or other evidences of indebtedness or other securities
   owned by this Corporation; to borrow money and issue its obligations
   therefor, and to secure the payment of its obligations by mortgage or
   pledge of all or any part of its property now  owned or hereafter
   acquired, and the rents, income and profits thereof; to draw, make,
   execute, accept, endorse, discount, transfer, and assign promissory notes,
   bills of exchange, warrants, and other obligations; to acquire and hold
   and to sell and transfer shares of its own capital stock, but no share of
   stock of the Corporation while held, owned or controlled by it, directly
   or indirectly, shall be voted at any meeting of the stockholders of the
   Corporation.

        This Corporation may conduct its business in the State of Iowa and in
   other states, districts and territories of the United States, and may
   hold, own, improve, sell, convey and otherwise dispose of real and
   personal property of every class and description in any of the states,
   districts and territories of the United States, subject to the respective
   laws of such states, district and territories, and the Corporation shall
   have the right to do and perform all acts necessary or pertaining to such
   lines of business as it may lawfully engage in and for the successful
   conduct thereof, and may exercise all of the powers, rights and privileges
   conferred by the laws of Iowa upon corporations organized for pecuniary
   profit, and all such rights, powers and privileges as may hereafter be
   conferred by the laws of Iowa upon corporations organized for the purpose
   of pecuniary profit.  It is the intention that no object or purpose
   specified in this article, except when otherwise expressed, shall be in
   any wise limited or restricted by reference to or inference from any other
   clause in these articles, but the several objects and purposes specified
   in this article shall be regarded as independent objects and purposes.


                                   ARTICLE IV

                                  CAPITAL STOCK

        Section 1.  The authorized capital stock of the Corporation shall
   consist of 25,166,406 shares, of which 146,406 shall be 4.80% Cumulative
   Preferred Stock of the par value of $50 each, 120,000 shares shall be
   4.30% Cumulative Preferred Stock of the par value of $50 each, 200,000
   shares shall be Cumulative Preferred Stock of the par value of $50 each
   issuable in series as hereinafter provided, 700,000 shares shall be
   Cumulative Preference Stock of the par value of $100 each issuable in
   series as hereinafter provided and 24,000,000 shares shall be Common Stock
   of the par value of $2.50 each.

        Section 2.  The designations, rights, preferences and conditions of
   the 4.80% Cumulative Preferred Stock and Common Stock of the Corporation
   shall be as follows:

        1.  The 4.80% Cumulative Preferred Stock shall be entitled, in
   preference to the Common Stock but pari passu with any additional class of
   cumulative preferred stock which may be authorized pursuant to the
   provisions of Paragraph 10 of Section 2 of Article IV hereof, to dividends
   from surplus (whether earned or paid-in) or profits at the rate of four
   and eight-tenths per cent (4.80%) of the par value thereof per annum,
   payable quarterly on April 1, July 1, October 1 and January 1 of each
   year, when and as declared by the Board of Directors.  Such dividends with
   respect to each share shall be cumulative from the first day of the
   dividend period in which such share shall originally have been issued.  No
   share of the 4.80% Cumulative Preferred Stock shall be entitled to any
   dividends in excess of the aforesaid dividends at the rate of four and
   eight-tenths per cent (4.80%) of the par value thereof per annum.

        2.  In the event of involuntary dissolution or liquidation of the
   Corporation, the holders of the 4.80% Cumulative Preferred Stocks shall be
   entitled, in preference to the Common Stock, but pari passu with any
   additional class of cumulative preferred stock which may be authorized
   pursuant to the provisions of Paragraph 10 of Section 2 of Article IV
   hereof, to receive Fifty Dollars ($50) per share, the par value of their
   shares, plus an amount equal to the accrued and unpaid dividends on such
   shares to the date of dissolution or liquidation.  In the event of any
   voluntary dissolution or liquidation, the holders of the 4.80% Cumulative
   Preferred Stock shall be entitled, in preference to the Common Stock, but
   pari passu with any additional class of cumulative preferred stock, which
   may be authorized pursuant to the provisions of Paragraph 10 of Section 2
   of Article IV hereof, to receive Fifty Dollars ($50) per share, plus an
   amount equal to the accrued and unpaid dividends on such shares to the
   date of dissolution or liquidation and plus a premium of $2.00 per share
   if such dissolution or liquidation should occur on or prior to June 30,
   1953; a premium of $1.50 per share if such dissolution or liquidation
   should occur subsequent to June 30, 1953, but on or prior to June 30,
   1956; a premium of $1.00 per share if such dissolution or liquidation
   should occur subsequent to June 30, 1956, but on or prior to June 30,
   1960; and a premium of 25 cents per share if such dissolution or
   liquidation should occur at any time subsequent to June 30, 1960.

        3.  The 4.80% Cumulative Preferred Stock may be redeemed in whole or
   in part at any time at the applicable redemption price for each share of
   4.80% Cumulative Preferred Stock redeemed.  The redemption price from time
   to time shall be:  $52.00 per share if redeemed on or before June 30,1953;
   $51.50 per share if redeemed thereafter and on or before June 30, 1956;
   $51.00 per share if redeemed thereafter and on or before June 30, 1960;
   and $50.25 per share if redeemed thereafter; together, in each case, with
   an amount equal to the accrued and unpaid dividends to and including the
   date of redemption.  If less than all of the shares of the 4.80%
   Cumulative Preferred Stock are to be redeemed, they shall be selected in
   such manner as the Board of Directors shall determine.  Nothing herein
   contained shall limit any right of the Corporation to purchase or
   otherwise acquire any shares of the 4.80% Cumulative Preferred Stock. 
   Notice of the intention of the Corporation to redeem shares of 4.80%
   Cumulative Preferred Stock or any thereof shall be mailed at least thirty
   (30) days before the date of redemption to each holder of record of the
   shares to be redeemed, at his last known post office address as shown by
   the records of the Corporation.  If the Corporation shall deposit on or
   prior to any date fixed for redemption of 4.80% Cumulative Preferred
   Stock, with any bank or trust company having a capital, surplus and
   undivided profits aggregating at least $5,000,000, as a trust fund, a fund
   sufficient to redeem the shares called for redemption, with irrevocable
   instructions and authority to such bank or trust company to cause said
   notice to be mailed if not already mailed and to pay on or after the date
   of such deposit, to the respective holders of such shares, the redemption
   price thereof upon the surrender of their share certificates, then from
   and after the date of such deposit (although prior to the date fixed for
   redemption) such shares so called shall be deemed to be redeemed and
   dividends thereon shall cease to accrue after said date fixed for
   redemption, and such deposit shall be deemed to constitute full payment of
   said shares to the holders thereof and thereafter said shares shall no
   longer be deemed to be outstanding, and the holders thereof shall cease to
   be shareholders with respect to such shares, and shall have no rights with
   respect thereto except only the right to receive from said bank or trust
   company payment of the redemption price of such shares without interest,
   upon surrender of their certificates therefor.  Any moneys deposited by
   the Corporation pursuant to this Paragraph 3 and unclaimed at the end of
   six years from the date fixed for redemption shall be repaid to the
   Corporation upon its request expressed in a resolution of its Board of
   Directors, after which repayment such holders shall look only to the
   Corporation for such payment of the redemption price.  If at any time
   dividends on any of the outstanding shares of 4.80% Cumulative Preferred
   Stock, or on any shares of stock of any class ranking on a parity with the
   4.80% Cumulative Preferred Stock, shall be in default, thereafter and
   until all arrears in payment of quarterly dividends on the 4.80%
   Cumulative Preferred Stock and dividends on any such shares of stock
   ranking on a parity with the 4.80% Cumulative Preferred stock have been
   paid the Corporation shall not redeem less than all of the 4.80%
   Cumulative Preferred Stock at the time outstanding and shall not purchase
   or otherwise acquire for value any 4.80% Cumulative Preferred Stock except
   in accordance with an offer made to all holders of 4.80% Cumulative
   Preferred Stock.  Any shares of 4.80% Cumulative Preferred Stock which are
   redeemed or retired shall be cancelled and shall not be reissued.

        4.  So long as any shares of the 4.80% Cumulative Preferred Stock are
   outstanding, the Corporation shall not, without the affirmative vote or
   consent of the holders of at least two-thirds of the outstanding shares
   thereof, voting as a class: (a) authorize any stock ranking prior in any
   respect to the 4.80% Cumulative Preferred Stock; or (b) make any change in
   the terms or provisions of the 4.80% Cumulative Preferred Stock that would
   adversely affect the rights and preferences of the holders thereof; or (c)
   issue any shares of cumulative preferred stock theretofore authorized
   pursuant to Paragraph 10 of Section 2 of Article IV hereof but unissued or
   shares or any other class of stock pari passu with the 4.80% Cumulative
   Preferred Stock, other than in exchange for, or for the purpose of
   effecting the redemption or other retirement of, not less than an equal
   aggregate par value of shares of 4.80% Cumulative Preferred Stock, or of
   any stock pari passu therewith, at the time outstanding, unless the net
   earnings of the Corporation available for dividends determined in
   accordance with sound accounting practices, for a period of any twelve
   consecutive months within the fifteen calendar months immediately
   preceding the first day of the month in which such additional stock is
   issued are at least one and one-half times the sum of (i) the interest
   requirements for one year on the funded debt and notes payable of the
   Corporation maturing twelve months or more after the respective dates of
   issue thereof, and to be outstanding at, the date of issue of such
   additional shares and (ii) the dividend requirements for one year on all
   shares of the 4.80% Cumulative Preferred Stock and of cumulative preferred
   stock that may be authorized pursuant to Paragraph 10 of Section 2 of
   Article IV hereof and of all other classes of stock ranking pari passu
   with or prior to the 4.80% Cumulative Preferred Stock in respect of
   dividends or assets, to be outstanding immediately after such proposed
   issue of additional shares.

        5.  So long as any of the shares of 4.80% Cumulative Preferred Stock
   are outstanding, the Corporation shall not, without the affirmative vote
   or consent of the holders of at least a majority of the outstanding shares
   of 4.80% Cumulative Preferred Stock, voting as one class, merge or
   consolidate with any other corporation or corporations or sell
   substantially all of the property of the Corporation, provided the
   provisions of this Paragraph 5 shall not apply to any mortgage of all or
   substantially all of the property of the Corporation.

        6.  Except as otherwise required by law, and subject to the
   provisions of Paragraphs 4 and 5 of Section 2 of Article IV hereof, no
   holder of 4.80% Cumulative Preferred Stock shall have any right to vote
   for the election of directors or for any other purpose; provided, however,
   that if at the time of any annual meeting of stockholders, dividends
   payable on the 4.80% Cumulative Preferred Stock shall be accrued and
   unpaid in an amount equal to four quarterly dividends, the holders of the
   4.80% Cumulative Preferred Stock and of other shares of preferred stock
   ranking pari passu therewith, voting as a class, shall be entitled to
   elect a majority of the total number of directors, and the holders of
   Common Stock, voting separately as a class, shall be entitled to elect the
   remaining directors.  Whenever the right shall vest in the holders of the
   4.80% Cumulative Preferred Stock and of other shares of preferred stock
   ranking pari passu therewith to elect such directors, the Board of
   Directors shall, at least fifteen days prior to such annual meeting at
   which such dividends remain accrued and unpaid, cause to be mailed to each
   stockholder, at his last known post office address as shown on the stock
   records of the Corporation, a notice to this effect.  At all meetings of
   stockholders where the holders of the 4.80% Cumulative Preferred Stock and
   of other preferred stock ranking pari passu therewith shall have such
   right to elect such directors, the presence in person or by proxy of the
   holders of a majority of the aggregate number of outstanding shares of
   4.80% Cumulative Preferred Stock shall be required to constitute a quorum
   for the election of such directors; further provided, however, that the
   absence of a quorum of the holders of 4.80% Cumulative Preferred Stock
   shall not prevent the election at any such meeting or adjournments thereof
   of directors in the usual manner by the holders of Common Stock if the
   necessary quorum of the holders of Common Stock is present in person or by
   proxy at such meeting.  When all dividends accrued and unpaid on the 4.80%
   Cumulative Preferred Stock shall have been paid or declared and set apart
   for payment, holders of 4.80% Cumulative Preferred stock and of other
   preferred stock ranking pari passu therewith shall at the next annual
   meeting be divested of their rights in respect of such election of a
   majority of the directors, and the voting power of the holders of the
   4.80% Cumulative Preferred Stock and of other preferred stock ranking pari
   passu therewith and the holders of the Common Stock shall revert to the
   status existing before the first dividend payment date on which dividends
   on the 4.80% Cumulative Preferred Stock were not paid in full; but always
   subject to the same provisions for vesting such special rights in the
   holders of the 4.80% Cumulative Preferred Stock and of other preferred
   stock ranking pari passu therewith in the event dividends on the 4.80%
   Cumulative Preferred Stock shall again become accrued and unpaid in an
   amount equal to four quarterly dividends.  Vacancies among directors
   elected by holders of 4.80% Cumulative Preferred Stock and of other
   preferred stock ranking pari passu therewith during any period for which
   directors shall have been so elected shall be filled until the next annual
   or special meeting for the election of directors, by the vote of a
   majority of the remaining directors elected by the 4.80% holders of
   Cumulative Preferred Stock and of other preferred stock ranking pari passu
   therewith.  Vacancies among directors elected by the Common Stock shall be
   filled by the vote of a majority of the remaining directors elected by the
   holders of Common Stock until the next annual meeting for the election of
   directors or special meeting in lieu thereof.

        7.  At any meeting of the stockholders each holder of shares of
   capital stock entitled to vote upon the subject or subjects to be acted
   upon, shall be entitled to one vote for each share of preferred stock
   and/or common stock registered in his name on the stock books of the
   Corporation ten (10) days prior to the date of the meeting.

        8.  So long as any shares of 4.80% Cumulative Preferred Stock shall
   be outstanding, no dividend or other distribution (except in common stock
   of the Corporation) shall be declared or paid on the Common Stock of the
   Corporation, and the Corporation shall not directly or indirectly acquire
   or redeem shares of the Common Stock, unless all dividends on the 4.80%
   Cumulative Preferred Stock for all past quarterly dividend periods shall
   have been paid or declared and set apart.  The foregoing provisions of
   this paragraph shall not, however, apply to the acquisition of any shares
   of Common Stock in exchange for, or through application of the proceeds of
   the sale of, any shares of Common Stock.  After the payment of the limited
   dividends and/or shares in distribution of assets or amounts payable upon
   dissolution or liquidation to which the holders of 4.80% Cumulative
   Preferred Stock are expressly entitled in preference to the Common Stock
   in accordance with the provisions hereinabove set forth, the Common Stock
   alone (subject to the rights of any class of stock hereafter authorized)
   shall receive all other dividends, from surplus (whether earned or paid-
   in) or profits, and shares in distribution.

        9.  No holder of 4.80% Cumulative Preferred Stock of Common Stock
   shall be entitled, as such, as a matter of right, to subscribed for or
   purchase any part of any new or additional issue of stock or securities of
   the Corporation convertible into stock, of any class whatsoever, whether
   now or hereafter authorized, and whether issued for cash, property,
   services or otherwise.

        10.  Additional classes of cumulative preferred stock of the par
   value of Fifty Dollars ($50) per share ranking pari passu or junior to the
   4.80% Cumulative Preferred Stock may be authorized upon the vote of a
   majority of all the directors of the Corporation and approved as an
   amendment to the Articles of Incorporation by a majority of the holders of
   Common Stock represented at a meeting called for such purpose pursuant to
   notice at which not less than twenty-five percent (25%) of the outstanding
   Common Stock shall be represented.  No such class of cumulative preferred
   stock shall rank prior to the 4.80% Cumulative Preferred Stock but
   otherwise may contain such dividend rates, redemption and voluntary
   liquidation prices, sinking fund provisions and provisions for conversion
   into common stock as may be provided pursuant to action taken in
   accordance with this Paragraph 10.  The issuance of any stock so
   authorized shall be subject to the provisions of clause (c) of Paragraph 4
   of Section 2 of Article IV hereof.

        The designations, rights, preferences and conditions of the 4.30%
   Cumulative Preferred Stock of the Corporation shall be as follows:

             A.  The 4.30% Cumulative Preferred Stock shall be entitled, in
        preference to the Common stock but pari passu with all other classes
        of cumulative preferred stock heretofore authorized or which may
        hereafter be authorized pursuant to the provisions of Paragraph 10 of
        Section 2 of Article IV hereof, to dividends from surplus (whether
        earned or paid-in) or profits at the rate of four and three-tenths
        per cent (4.30%) of the par value thereof per annum, payable
        quarterly on April 1, July 1, October 1 and January 1 of each year,
        when and as declared by the Board of Directors.  Such dividends with
        respect to each share shall be cumulative from the first day of the
        dividend period in which such share shall originally have been
        issued.  No share of the 4.30% Cumulative Preferred Stock shall be
        entitled to any dividends in excess of the aforesaid dividends at the
        rate of four and three-tenths per cent (4.30%) of the par value
        thereof per annum.

             B.  In the event of involuntary dissolution or liquidation of
        the Corporation, the holders of 4.30% Cumulative Preferred Stock
        shall be entitled, in preference to the Common Stock, but pari passu
        with all other classes of cumulative preferred stock heretofore
        authorized or which may hereafter be authorized pursuant to the
        provisions of Paragraph 10 of Section 2 of Article IV hereof, to
        receive Fifty Dollars ($50) per share, the par value of their shares,
        plus an amount equal to the accrued and unpaid dividends on such
        shares to the date of dissolution or liquidation.  In the event of
        any voluntary dissolution or liquidation, the holders of the 4.30%
        Cumulative Preferred Stock shall be entitled, in preference to the
        Common Stock, but pari passu with all other classes of cumulative
        preferred stock heretofore authorized or which may hereafter be
        authorized pursuant to the provisions of Paragraph 10 of Section 2 of
        Article IV hereof, to receive Fifty Dollars ($50) per share, plus an
        amount equal to the accrued and unpaid dividends on such shares to
        the date of dissolution or liquidation and plus a premium of $2.15
        per share if such dissolution or liquidation should occur prior to
        April 1, 1959; a premium of $1.65 per share if such dissolution or
        liquidation should occur after March 31, 1959, but prior to April 1,
        1964; and a premium of $1.00 per share if such dissolution or
        liquidation should occur at any time after March 31, 1964.

             C.  The 4.30% Cumulative Preferred Stock may be redeemed in
        whole or in part at any time at the applicable redemption price for
        each share of 4.30% Cumulative Preferred Stock redeemed.  The
        redemption price from time to time shall be:  $52.15 per share if
        redeemed prior to April 1, 1959; $51.65 per share if redeemed after
        March 31, 1959 and prior to April 1, 1964; and $51.00 per share if
        redeemed at any time after March 31, 1964; together, in each case,
        with an amount equal to the accrued and unpaid dividends to and
        including the date of redemption.  If less than all of the shares of
        the 4.30% Cumulative Preferred Stock are to be redeemed, they shall
        be selected in such manner as the Board of Directors shall determine. 
        Nothing herein contained shall limit any right of the Corporation to
        purchase or otherwise acquire any shares of the 4.30% Cumulative
        Preferred Stock.  Notice of the intention of the Corporation to
        redeem shares of 4.30% Cumulative Preferred Stock or any thereof
        shall be mailed at least thirty (30) days before the date of
        redemption to each holder of record of the shares to be redeemed, at
        his last known post office address as shown by the records of the
        Corporation.  If the Corporation shall deposit on or prior to any
        date fixed for redemption of 4.30% Cumulative Preferred Stock, with
        any bank or trust company having a capital, surplus and undivided
        profits aggregating at least $5,000,000, as a trust fund, a fund
        sufficient to redeem the shares called for redemption, with
        irrevocable instructions and authority to such bank or trust company
        to cause said notice to be mailed if not already mailed and to pay on
        and after the date of such deposit, to the respective holders of such
        shares, the redemption price thereof upon the surrender of their
        share certificates, then from and after the date of such deposit
        (although price to the date fixed for redemption) such shares so
        called shall be deemed to be redeemed and dividends thereon shall
        case to accrue after said date fixed for redemption, and such deposit
        shall be deemed to constitute full payment of said shares to the
        holders thereof and thereafter said shares shall no longer be deemed
        to be outstanding, and the holders thereof shall cease to be
        shareholders with respect to such shares, and shall have no rights
        with respect thereto except only the right to receive from said bank
        or trust company payment of the redemption price of such shares
        without interest, upon surrender of their certificates therefor.  Any
        moneys deposited by the Corporation pursuant to this paragraph C and
        unclaimed at the end of six years from the date fixed for redemption
        shall be repaid to the Corporation upon its request expressed in a
        resolution of its Board of Directors, after which repayment such
        holders shall look only to the Corporation for such payment of the
        redemption price.  If at any time dividends on any of the outstanding
        shares of 4.30% Cumulative Preferred Stock, or on any shares of stock
        of any class ranking on a parity with the 4.30% Cumulative Preferred
        Stock, shall be in default, thereafter and until all arrears in
        payment of quarterly dividends on the 4.30% Cumulative Preferred
        Stock and dividends on any such shares of stock ranking on a parity
        with the 4.30% Cumulative Preferred Stock have been paid the
        Corporation shall not redeem less than all of the 4.30% Cumulative
        Preferred Stock at the time outstanding and shall not purchase or
        otherwise acquire for value any 4.30% Cumulative Preferred Stock
        except in accordance with an offer made to all holders of 4.30%
        Cumulative Preferred Stock.  Any shares of 4.30% Cumulative Preferred
        Stock which are redeemed or retired shall be cancelled and shall not
        be reissued.

             D.  So long as any shares of the 4.30% Cumulative Preferred
        Stock are outstanding, the Corporation shall not, without the
        affirmative vote or consent of the holders of at least two-thirds of
        the outstanding shares thereof, voting as a class: (a) authorize any
        stock ranking prior in any respect to the 4.30% Cumulative Preferred
        Stock; or (b) make any change in the terms or provisions of the 4.30%
        Cumulative Preferred Stock that would adversely affect the rights and
        preferences of the holders thereof; or (c) issue any shares of
        cumulative preferred stock theretofore authorized pursuant to
        Paragraph 10 of Section 2 of Article IV hereof but unissued or shares
        of any other class of stock pari passu with the 4.30% Cumulative
        Preferred Stock, other than in exchange for, or for the purpose of
        effecting the redemption or other retirement of, not less than an
        equal aggregate par value of shares of 4.30% Cumulative Preferred
        Stock, or of any stock pari passu therewith, at the time outstanding,
        unless the net earnings of the Corporation available for dividends
        determined in accordance with sound accounting practices, for a
        period of any twelve consecutive months within the fifteen calendar
        months immediately preceding the first day of the month in which such
        additional stock is issued are at least one and one-half times the
        sum of (i) the interest requirements for one year on the funded debt
        and notes payable of the Corporation maturing twelve months or more
        after the respective dates of issue thereof, and to be outstanding
        at, the date of issue of such additional shares and (ii) the dividend
        requirements for one year on all shares of the 4.30% Cumulative
        Preferred Stock and of cumulative preferred stock that may have been
        heretofore authorized or may hereafter be authorized pursuant to
        Paragraph 10 of Section 2 of Article IV hereof and of all other
        classes of stock ranking pari passu with or prior to the 4.30%
        Cumulative Preferred Stock in respect of dividends or assets, to be
        outstanding immediately after such proposed issue of additional
        shares.

             E.  So long as any of the shares of 4.30% Cumulative Preferred
        Stock are outstanding, the Corporation shall not, without the
        affirmative vote or consent of the holders of at least a majority of
        the outstanding shares of 4.30% Cumulative Preferred Stock, voting as
        one class, merge or consolidate with any other corporation or
        corporations or sell substantially all of the property of the
        Corporation, provided the provisions of this Paragraph E shall not
        apply to any mortgage of all or substantially all of the property of
        the Corporation.

             F.  Except as otherwise required by law, and subject to the
        provisions of Paragraphs D and E of Section 2 of Article IV hereof,
        no holder of 4.30% Cumulative Preferred Stock shall have any right to
        vote for the election of directors or for any other purpose;
        provided, however, that if at the time of any annual meeting of
        stockholders, dividends payable on the 4.30% Cumulative Preferred
        Stock shall be accrued and unpaid in an amount equal to four
        quarterly dividends, the holders of the 4.30% Cumulative Preferred
        Stock and of other shares of preferred stock ranking pari passu
        therewith, voting as a class, shall be entitled to elect a majority
        of the total number of directors, and the holders of Common Stock,
        voting separately as a class shall be entitled to elect the remaining
        directors.  So long as any of the 4.30% Cumulative Preferred Stock
        shall be outstanding all of the provisions of Paragraph 6 of Section
        2 of Article IV hereof following the first sentence thereof shall
        continue in effect and apply to election held because of defaults in
        any payment of dividends on the 4.30% Cumulative Preferred Stock,
        provided, however, in the event the 4.80% Cumulative Preferred Sock
        shall have been retired, in the application of such provisions there
        shall be substituted for the "4.80% Cumulative Preferred Stock"
        appearing therein the "4.30% Cumulative Preferred Stock."

             G.  So long as any shares of 4.30% Cumulative Preferred Stock
        shall be outstanding, no dividend or other distribution (except in
        common stock of the Corporation) shall be declared or paid on the
        Common Stock of the Corporation, and the Corporation shall not
        directly or indirectly acquire or redeem shares of the Common Stock,
        unless all dividends on the 4.30% Cumulative Preferred Stock for all
        past quarterly dividend periods shall have been paid or declared and
        set apart.  The foregoing provisions of this paragraph shall not,
        however, apply to the acquisition of any shares of Common Stock in
        exchange for, or through application of the proceeds of the sale of,
        any shares of Common Stock.  After the payment of the limited
        dividends and/or shares in distribution of assets or amounts payable
        upon dissolution or liquidation to which the holders of 4.30%
        Cumulative Preferred Stock are expressly entitled in preference to
        the Common Stock in accordance with the provisions hereinabove set
        forth, the Common Stock alone (subject to the rights of any class of
        stock heretofore or hereafter authorized) shall receive all other
        dividends from surplus (whether earned or paid-in) or profits, and
        shares in distribution.

             H.  No holder of 4.30% Cumulative Preferred Stock shall be
        entitled, as such, as a matter of right, to subscribe for or purchase
        any part of any new or additional issue of stock or securities of the
        Corporation convertible into stock, of any class whatsoever, whether
        now or hereafter authorized, and whether issued for cash, property,
        services or otherwise.


               CUMULATIVE PREFERRED STOCK, PAR VALUE $50 PER SHARE

        The designations, rights, preferences and conditions of the
   Cumulative Preferred Stock of the Corporation, except as otherwise
   provided by law or determined in accordance with the provisions
   hereinafter set forth, shall be as follows:

             I.  Issuance in Series.  The Cumulative Preferred Stock of the
        par value of $50 per share shall be issued either in whole or in part
        as one or more series as hereinafter provided or as shall be
        determined from time to time by the Board of Directors.

             To the extent that variations in the relative rights and
        preferences as between series of the Cumulative Preferred Stock are
        not established, fixed and determined herein, authority is hereby
        expressly vested in the Board of Directors to fix and determine the
        relative rights and preferences of the shares of any series of such
        Cumulative Preferred Stock hereafter established, but all shares of
        Cumulative Preferred Stock shall be identical except as to the
        following relative rights and preferences, as to which there may be
        variations between different series:

             (1)  The rate of dividend;

             (2)  The price at and the terms and conditions on which the
        shares may be redeemed;

             (3)  The amount payable upon shares in event of involuntary
        liquidation;

             (4)  The amount payable upon shares in event of voluntary
        liquidation;

             (5)  Sinking fund provisions for the redemption or purchase of
        shares; and

             (6)  The terms and conditions on which shares may be converted,
        if the shares of any series are issued with the privilege of
        conversion.

             All shares of Cumulative Preferred Stock shall be of equal rank
        with each other, regardless of series, and shall be identical with
        each other in all respects except as provided pursuant to this
        Paragraph I; and the shares of Cumulative Preferred Stock of any one
        series shall be identical with each other in all respects, except as
        to the dates from and after which dividends thereon shall be
        cumulative.  As used herein, the term "of equal rank" means neither
        enjoying nor being subject to any priority with respect either to
        payment of dividends or to the distribution of assets upon the
        liquidation, dissolution or winding up of the Corporation, and has no
        reference to the rate or amount of such dividends or distributions or
        to other terms of the shares.

             The Cumulative Preferred Stock shall rank pari passu and on a
        parity with the 4.80% Cumulative Preferred Stock, the 4.30%
        Cumulative Preferred Sock and all other classes of preferred stock of
        equal rank hereafter authorized (hereinafter called "preferred stock
        of equal rank").

             The shares of Cumulative Preferred Stock may be issued for such
        consideration, not less than the par value thereof, as shall be fixed
        from time to time by the Board of Directors.

             II.  Dividend Rights.  The holders of the Cumulative Preferred
        Stock of each series shall be entitled to receive, out of any funds
        legally available for the purpose, when and as declared by the Board
        of Directors, cumulative cash dividends thereon at such rate per
        annum as shall be fixed by resolution of the Board of Directors in
        the case of each such series, and no more. Dividends on the
        Cumulative Preferred Stock of all series shall be payable quarterly
        on the first day of the months of January, April, July and October in
        each year.  Dividends on Cumulative Preferred Stock of each series
        shall be cumulative with respect to each share from the first day of
        the dividend period in which such share shall originally have been
        issued.  Accumulations of dividends shall not bear interest. 
        Whenever there shall be paid on the Cumulative Preferred Stock of any
        series the full amount or any part of the dividends payable thereon,
        there shall also be paid at the same time upon the shares of each
        other series of Cumulative Preferred Stock and of preferred stock of
        equal rank then outstanding the full amount or the same proportionate
        part, as the case may be, of the dividends payable thereon.

             III.  Preference upon Liquidation, Dissolution, or Winding
        Up.  In the event of any partial or complete liquidation, dissolution
        or winding up of the affairs of the Corporation, whether voluntary or
        involuntary, before any distribution shall be made to the holders of
        any shares of Common Stock, the Cumulative Preferred Stock of each
        series shall be entitled, pari passu with all preferred stock of
        equal rank, to receive for each share thereof, out of any legally
        available assets of the Corporation:

                  (a)  if such liquidation, dissolution or winding up shall
             be involuntary, a sum in cash equal to $50 per share; or

                  (b)  if such liquidation, dissolution or winding up shall
             be voluntary, a sum in cash equal to the redemption price that
             would have been payable had the Corporation, instead, at its
             option redeemed the same on the date when the first distribution
             is made upon the shares of Cumulative Preferred Stock in
             connection with such voluntary liquidation, dissolution or
             winding up;

        plus, in each case, an amount equal to all unpaid cumulative
        dividends thereon, whether or not declared or earned, accrued to the
        date when payment of such preferential amounts shall be made
        available to the holders of the Cumulative Preferred Stock; and the
        Cumulative Preferred Stock shall be entitled to no further
        participation in such distribution.

             If, upon any such liquidation, dissolution or winding up of the
        affairs of the Corporation, the assets of the Corporation available
        for distribution as aforesaid among the holders of the Cumulative
        Preferred Stock of all series and of all preferred stock of equal
        rank shall be insufficient to permit the payment to them of the full
        preferential amounts aforesaid, then the entire assets of the
        Corporation so to be distributed shall be distributed ratably among
        the holders of the Cumulative Preferred Stock of all series and of
        all preferred stock of equal rank in proportion to the full
        preferential amounts to which they are respectively entitled.

             A consolidation or merger of the Corporation, or a sale or
        transfer of all or substantially all of its assets as an entirety
        shall not be regarded as a "liquidation, dissolution or winding up of
        the affairs of the Corporation" within the meaning of this Paragraph
        III.

             IV.  Redemptions.  (a)  The Corporation may, unless otherwise
        prohibited by any provisions of these Articles of Incorporation, as
        amended, or any resolution adopted by the Board of Directors
        providing for the issue of any series of Cumulative Preferred Stock
        of which there are shares then outstanding, at its option, expressed
        by resolution of its Board of Directors, at any time redeem the whole
        or any part of the Cumulative Preferred Stock or of any series
        thereof at the time outstanding, by the payment in cash for each
        share of stock to be redeemed of the then applicable redemption price
        or prices as shall be fixed by resolution of the Board of Directors
        in the case of each such series, plus, in any such case, a sum of
        money equivalent to all accrued and unpaid cumulative dividends,
        whether or not declared or earned, thereon to the date fixed for
        redemption.

             Notice of any proposed redemption of shares of Cumulative
        Preferred Stock  shall be given by the Corporation by mailing a copy
        of such notice at least 30 days prior to the date fixed for such
        redemption to the holders of record of the shares of Cumulative
        Preferred Stock to be redeemed, at their respective addresses
        appearing on the books of the Corporation.  Said notice shall specify
        the shares called for redemption, the redemption price and the place
        at which and the date on which the shares called for redemption will,
        upon presentation and surrender of the certificates of stock
        evidencing such shares, be redeemed and the redemption price therefor
        paid.

             If less than all of the shares of any series of Cumulative
        Preferred Stock then outstanding are to be redeemed, the shares to be
        redeemed shall be selected by such method, either by lot or pro rata,
        as shall from time to time be determined by resolution of the Board
        of Directors, subject to any limitation contained in resolutions of
        the Board of Directors or in these Articles of Incorporation, as
        amended, providing for any series of Cumulative Preferred Stock.

             From and after the date fixed in any such notice as the date of
        redemption, unless default shall be made by the Corporation in
        providing moneys at the time and place specified for the payment of
        the redemption price pursuant to said notice, all dividends on the
        shares of Cumulative Preferred Stock thereby called for redemption
        shall cease to accrue and all rights of the holders thereof as
        stockholders of the Corporation except the right to receive the
        redemption price, but without interest, shall cease and determine;
        provided, however, the Corporation may, in the event of any such
        redemption, and prior to the redemption date specified in the notice
        thereof, deposit in trust, for the account of the holders of the
        shares of Cumulative Preferred Stock to be redeemed, with any bank or
        trust company having a capital, surplus and undivided profits
        aggregating at least $5,000,000, all funds necessary for such
        redemption, and thereupon all shares of the Cumulative Preferred
        Stock with respect to which such deposit shall have been made shall
        forthwith upon the making of such deposit no longer be deemed to be
        outstanding and all rights of the holders thereof with respect to
        such shares of Cumulative Preferred Stock shall thereupon cease and
        terminate, except the right of such holders to receive from the funds
        so deposited the amount payable upon the redemption thereof, but
        without interest, or, if any right of conversion conferred upon such
        shares shall not, by the terms thereof, previously have expired, to
        exercise the right of conversion thereof on or before the redemption
        date specified in such notice, unless such right of conversion by the
        terms thereof expires at any earlier time, and then only on or before
        such earlier time for the expiration of such right of conversion. 
        Any funds so set aside or deposited which, because of the exercise of
        any right of conversion of shares called for redemption, shall not be
        required for such redemption, shall be released or repaid forthwith
        to the Corporation.  Any funds so set aside or deposited, which shall
        be unclaimed at the end of six years from such redemption date, shall
        be released or repaid to the Corporation upon its request expressed
        in a resolution of its Board of Directors, and any depositary thereof
        shall thereby be relieved of all responsibility in respect thereof,
        after which release or repayment the holders of shares so called for
        redemption shall look only to the Corporation for payment of the
        redemption price, but without interest.  Any interest on funds so
        deposited which may be allowed by any bank or trust company with
        which such deposit was made shall belong to the Corporation.

             (b)  If and so long as any quarterly dividend on any series of
        Cumulative Preferred Stock shall be in arrears, the Corporation shall
        not redeem, purchase or otherwise acquire, by way of sinking fund
        payments or otherwise, any Cumulative Preferred Stock or any
        preferred stock of equal rank unless all outstanding shares of
        Cumulative Preferred Stock are simultaneously redeemed.

             (c)  Whenever there shall be deposited or set aside the whole or
        any part of the funds required to be deposited or set aside by the
        Corporation as a sinking fund for any series of Cumulative Preferred
        Stock there shall be also deposited or set aside at the same time the
        full amount or the same proportionate part, as the case may be, of
        the funds, if any, then due to be deposited or set aside as a sinking
        fund for each other series of Cumulative Preferred Stock then
        outstanding.

             (d)  All shares of Cumulative Preferred Stock which shall have
        been redeemed, converted, purchased or otherwise acquired by the
        Corporation shall be retired and cancelled and shall have the status
        of authorized but unissued shares of Cumulative Preferred Stock.

             V.  Voting Rights.  The holders of the outstanding shares of
        Cumulative Preferred Stock shall have no right to vote for the
        election of directors or for any other purpose, except as provided in
        this Paragraph V or as otherwise required by law.

             So long as any shares of the Cumulative Preferred Stock are
        outstanding, the Corporation shall not, without the affirmative vote
        or consent of the holders of at least two-thirds of the outstanding
        shares thereof, voting as a class: (a) authorize any stock ranking
        prior in any respect to the Cumulative Preferred Stock; or (b) make
        any change in the terms or provisions of the Cumulative Preferred
        Stock that would adversely affect the rights and preferences of the
        holders thereof; or (c) issue any shares of cumulative preferred
        stock theretofore authorized pursuant to Paragraph 10 of Section 2 of
        Article IV hereof but unissued or shares of any other class of stock
        pari passu with the Cumulative Preferred Stock, other than in
        exchange for, or for the purpose of effecting the redemption or other
        retirement of, not less than an equal aggregate par value of shares
        of Cumulative Preferred Stock, or of any stock pari passu therewith,
        at the time outstanding, unless the net earnings of the Corporation
        available for dividends determined in accordance with sound
        accounting practices, for a period of any twelve consecutive months
        within the fifteen calendar months immediately preceding the first
        day of the month in which such additional stock is issued are at
        least one and one-half times the sum of (i) the interest requirements
        for one year on the funded debt and notes payable of the Corporation
        maturing twelve months or more after the respective dates of issue
        thereof, and to be outstanding at, the date of issue of such
        additional shares and (ii) the dividend requirements for one year on
        all shares of the Cumulative Preferred Stock and of cumulative
        preferred stock that may have been heretofore authorized or may
        hereafter be authorized pursuant to Paragraph 10 of Section 2 of
        Article IV hereof and of all other classes of stock ranking pari
        passu with or prior to the Cumulative Preferred Stock in respect of
        dividends or assets, to be outstanding immediately after such
        proposed issue of additional shares.

             So long as any of the shares of Cumulative Preferred Stock are
        outstanding, the Corporation shall not, without the affirmative vote
        or consent of the holders of at least a majority of the outstanding
        shares of Cumulative Preferred Stock, voting as one class, merge or
        consolidate with any other corporation or corporations or sell
        substantially all of the property of the Corporation, provided the
        provisions of this subparagraph shall not apply to any mortgage of
        all or substantially all of the property of the Corporation.

             If at the time of any annual meeting of stockholders, dividends
        payable on the Cumulative Preferred Stock shall be accrued and unpaid
        in an amount equal to four quarterly dividends, the holders of the
        Cumulative Preferred Stock and of other shares of preferred stock
        ranking pari passu therewith, voting as a class, shall be entitled to
        elect a majority of the total number of directors, and the holders of
        Common Stock, voting separately as a class shall be entitled to elect
        the remaining directors.  So long as any of the Cumulative Preferred
        Stock shall be outstanding all of the provisions of Paragraph 6  of
        Section 2 of Article IV hereof following the first sentence thereof
        shall continue in effect and apply to election held because of
        defaults in any payment of dividends on the Cumulative Preferred
        Stock, provided, however, in the event the 4.80% Cumulative Preferred
        Stock shall have been retired, in the application of such provisions
        there shall be substituted for the "4.80% Cumulative Preferred Stock"
        appearing therein the "Cumulative Preferred Stock."

             VI.  Restrictions on Common Stock Dividends and
        Distributions.  So long as any shares of any series of the Cumulative
        Preferred Stock shall remain outstanding, no dividend (other than a
        dividend payable in shares of Common Stock) shall be paid or
        declared, nor shall any distribution be made on Common Stock and no
        Common Stock shall be redeemed, purchased, retired or otherwise
        acquired either directly or indirectly, unless

                  (a)  all dividends on the Cumulative Preferred Stock of all
             series then outstanding for all past quarterly dividend periods
             and for the current quarterly dividend period shall have been
             paid or declared and a sum sufficient for the payment thereof
             set apart; and

                  (b)  all sinking fund payments and all purchase fund
             payments or other obligations of the Corporation for the
             periodic retirement of shares of Cumulative Preferred Stock of
             all series then outstanding required to have been made or
             performed by the Corporation shall have been made or performed.

                                 ---------------

                     6.10% SERIES CUMULATIVE PREFERRED STOCK

        The designations, rights, preferences and conditions of the
   Cumulative Preferred Stock of the par value of $50 each, consisting of
   100,000 shares, to the extent not set forth above, shall be as follows:

             (1)  Designation of series:  The series of Cumulative Preferred
        Stock hereby established shall be designated as "6.10% Series
        Cumulative Preferred Stock" and shall consist of 100,000 shares.

             (2)  The rate of dividend:  The rate of dividend payable on the
        shares of 6.10% Series Cumulative Preferred Stock shall be 6.10% of
        the par value thereof per annum.

             (3)  The price at and the terms and conditions on which the
        shares may be redeemed:  The 6.10% Series Cumulative Preferred Stock
        shall be subject to redemption at any time and from time to time in
        the manner provided in Paragraph IV above of Section 2 of Article IV
        hereof at the redemption price per share of $56.25 if redeemed on or
        before August 31, 1972, $52.50 if redeemed thereafter and on or
        before August 31, 1977, and $51.00 if redeemed thereafter.  If less
        than all of the shares of 6.10% Series Cumulative Preferred Stock are
        to be redeemed, the shares to be redeemed shall be apportioned on a
        pro rata basis between the registered holders of 2.5% or more of the
        then outstanding shares of 6.10% Series Cumulative Preferred Stock as
        a group and the registered holders of less than 2.5% of the then
        outstanding shares of 6.10% Series Cumulative Preferred Stock as a
        group.  The portion of such shares to be redeemed from within such
        group of registered holders of 2.5% or more shall be apportioned on a
        pro rata basis between or among such holders.  The portion of such
        shares to be redeemed from within such group of registered holders of
        less than 2.5% shall be apportioned by lot or pro rata as shall from
        time to time be determined by resolution of the Board of Directors. 
        In a pro rata apportionment of shares of 6.10% Series Cumulative
        Preferred Stock in a partial redemption, the Corporation need not
        issue any fractional shares.

             (4)  The amount payable upon shares in event of involuntary
        liquidation:  The 6.10% Series Cumulative Preferred Stock shall be
        entitled to receive the amount provided in Paragraph III(a) above of
        Section 2 of Article IV hereof in the event of involuntary
        liquidation.

             (5)  The amount payable upon shares in event of voluntary
        liquidation:  The 6.10% Series Cumulative Preferred Stock shall be
        entitled to receive the amount provided in Paragraph III(b) above of
        Section 2 of Article IV hereof in the event of voluntary liquidation.

             (6)  Sinking fund provisions for the redemption or purchase of
        shares:  There are no sinking funds provisions for the redemption or
        purchase of shares of 6.10% Series Cumulative Preferred Stock.

             (7)  Pre-emptive rights:  So long as any shares of 6.10% Series
        Cumulative Preferred Stock shall be outstanding, no holder of any
        shares of any series of the aforementioned Cumulative Preferred Stock
        shall be entitled, as such, as a matter of right, to subscribe for or
        purchase any part of any new or additional issue of stock or
        securities of the Corporation convertible into stock, of any class
        whatsoever, whether now or hereafter authorized, and whether issued
        for cash, property, services or otherwise.

                                 ---------------

              CUMULATIVE PREFERENCE STOCK, PAR VALUE $100 PER SHARE

        The designations, rights, preferences and conditions of the
   Cumulative Preference Stock of the Corporation, except as otherwise
   provided by law or determined in accordance with the provisions
   hereinafter set forth shall be as follows:

             I.  Issuance in Series.  The Cumulative Preference Stock of the
        par value of $100 per share shall be issued in whole or in part as
        one or more series as hereinafter provided or as shall be determined
        from time to time by the Board of Directors.

             To the extent that variations in the relative rights and
        preferences as between series of the Cumulative Preference Stock are
        not established, fixed and determined herein, authority is hereby
        expressly vested in the Board of Directors to fix and determine the
        relative rights and preferences of the shares of any series of such
        Cumulative Preference Stock hereafter established, but all shares of
        Cumulative Preference Stock shall be identical except as to the
        following relative rights and preferences, as to which there may be
        variations between different series:

                  (1)  The rate of dividend;

                  (2)  The price at and the terms and conditions on which the
             shares may be redeemed;

                  (3)  The amount payable upon shares in event of involuntary
             liquidation;

                  (4)  The amount payable upon shares in event of voluntary
             liquidation;

                  (5)  Sinking fund provisions for the redemption or purchase
             of shares; and

                  (6)  The terms and conditions on which shares may be
             converted, if the shares of any series are issued with the
             privilege of conversion.

             All shares of Cumulative Preference Stock shall be of equal rank
        with each other, regardless of series, and shall be identical with
        each other in all respects except as provided pursuant to this
        Paragraph I; and the shares of Cumulative Preference Stock of anyone
        series shall be identical with each other in all respects, except as
        to the dates from and after which dividends thereon shall be
        cumulative.  As used herein, the term "of equal rank" means neither
        enjoying nor being subject to any priority with respect either to
        payment of dividends or to the distribution of assets upon the
        liquidation, dissolution or winding up of the Corporation, and has no
        reference to the rate or amount of such dividends or distributions or
        to other terms of the shares.

             The Cumulative Preference Stock is subject to the prior rights
        and preferences of the 4.80% Cumulative Preferred Stock, the 4.30%
        Cumulative Preferred Stock, the Cumulative Preferred Stock and all
        other classes of preferred stock of equal rank therewith now or
        hereafter authorized (hereinafter referred to collectively as the
        "Cumulative Preferred Stock").

             The shares of Cumulative Preference Stock may be issued for such
        consideration, not less than the par value thereof, as shall be fixed
        from time to time by the Board of Directors; provided, however, that
        no additional shares of Preference Stock may be issued if, after
        giving effect to such issuance on a pro forma basis, the amount of
        the capitalization of the Corporation on a pro forma basis (as
        determined in accordance with generally accepted accounting practice)
        represented by Cumulative Preferred Stock and Cumulative Preference
        Stock, plus the premium, if any, on preferred and preference stock
        outstanding, would exceed 20% of the Total Capitalization of the
        Corporation.

             The term "Total Capitalization of the Corporation" shall mean,
        at any date as of which the amount thereof is to be determined, the
        aggregate of: (a) Shareholders' Equity of the Corporation, and (b)
        the aggregate principal amount of all debt of the Corporation
        maturing by its term more than one year after the date of creation
        thereof of the Corporation outstanding on such date.

             II.  Dividend Rights.  Subject to the prior rights and
        preferences of the Cumulative Preferred Stock, the holders of
        Cumulative Preference Stock of each series shall be entitled to
        receive, out of any funds legally available for the purpose, when and
        as declared by the Board of Directors, cumulative cash dividends
        thereon at such rate per annum as shall be fixed by resolution of the
        Board of Directors in the case of each such series, and no more. 
        Dividends on the Cumulative Preference Stock of all series shall be
        payable quarterly on the first day of the months of January, April,
        July and October in each year.  Dividends on Cumulative Preference
        Stock of each series shall be cumulative with respect to each share
        from such date, if any, as may be fixed by resolution of the Board of
        Directors prior to the issue thereof or, if no such date is
        established, from the first day of the dividend period in which such
        share shall originally have been issued.  Accumulations of dividends
        shall not bear interest.  Whenever there shall be paid on the
        Cumulative Preference Stock of any series the full amount or any part
        of the dividends payable thereon, there shall also be paid at the
        same time upon the shares of each other series of Cumulative
        Preference Stock and of shares of stock of equal rank thereto then
        outstanding the full amount or the same proportionate part, as the
        case may be, of the dividends payable thereon.

             III.  Preference upon Liquidation, Dissolution, or Winding
        Up.  In the event of any partial or complete liquidation, dissolution
        or winding up of the affairs of the Corporation, whether voluntary or
        involuntary, before any distribution shall be made to the holders of
        any shares of Common Stock, but subject to the prior rights and
        preferences of the Cumulative Preferred Stock, the Cumulative
        Preference Stock of each series shall be entitled, pari passu with
        all stock of equal rank, to receive for each share thereof, out of
        any legally available assets of the Corporation:

                  (a)  if such liquidation, dissolution or winding up shall
             be involuntary, a sum in cash equal to $100 per share; or

                  (b)  if such liquidation, dissolution or winding up shall
             be voluntary, a sum in cash equal to the redemption price that
             would have been payable had the Corporation, instead, at its
             option redeemed the same on the date when the first distribution
             is made upon the shares of Cumulative Preference Stock in
             connection with such voluntary liquidation, dissolution or
             winding up;

        plus, in each case, an amount equal to all unpaid cumulative
        dividends thereon, whether or not declared or earned, accrued to the
        date when payment of such preferential amounts shall be made
        available to the holders of the Cumulative Preference Stock; and the
        Cumulative Preference Stock shall be entitled to no further
        participation in such distribution.

             If, upon any such liquidation, dissolution or winding up of the
        affairs of the Corporation, the assets of the Corporation available
        for distribution as aforesaid among the holders of the Cumulative
        Preference Stock of all series and of all stock of equal rank shall
        be insufficient to permit the payment to them of the full
        preferential amounts aforesaid, then the entire assets of the
        Corporation so to be distributed shall be distributed ratably among
        the holders of the Cumulative Preference Stock of all series and of
        all stock of equal rank in proportion to the full preferential
        amounts to which they are respectively entitled.

             A consolidation or merger of the Corporation, or a sale or
        transfer of all or substantially all of its assets as an entirety
        shall not be regarded as a  "liquidation, dissolution or winding up
        of the affairs of the Corporation" within the meaning of this
        Paragraph III.

             IV.  Redemptions.  (a)  The Corporation may, unless otherwise
        prohibited by any provisions of these Articles of Incorporation, as
        amended, or any resolution adopted by the Board of Directors
        providing for the issue of any series of Cumulative Preference Stock
        of which there are shares then outstanding, at its option, expressed
        by resolution of its Board of Directors, at any time redeem the whole
        or any part of the Cumulative Preference Stock or of any series
        thereof at the time outstanding, by the payment in cash for each
        share of stock to be redeemed of the then applicable redemption price
        or prices as shall be fixed by resolution of the Board of Directors
        in the case of each such series, plus, in any such case, a sum of
        money equivalent to all accrued and unpaid cumulative dividends,
        whether or not declared or earned, thereon to the date fixed for
        redemption.

             Notice of any proposed redemption of shares of Cumulative
        Preference stock shall be given by the Corporation by mailing a copy
        of such notice at least 30 days prior to the date fixed for such
        redemption to the holders of record of the shares of Cumulative
        Preference Stock to be redeemed, at their respective addresses
        appearing on the books of the Corporation.  Said notice shall specify
        the shares called for redemption, the redemption price and the place
        at which and the date on which the shares called for redemption will,
        upon presentation and surrender of the certificates of stock
        evidencing such shares, be redeemed and the redemption price therefor
        paid.

             If less than all of the shares of any series of Cumulative
        Preference Stock then outstanding are to be redeemed, the shares to
        be redeemed shall be selected by such method, either by lot or pro
        rata, as shall from time to time be determined by resolution of the
        Board of Directors, subject to any limitation contained in
        resolutions of the Board of Directors or in these Articles of
        Incorporation, as amended, providing for any series of Cumulative
        Preferred Stock or Cumulative Preference Stock.

             From and after the date fixed in any such notice as the date of
        redemption, unless default shall be made by the Corporation in
        providing moneys at the time and place specified for the payment of
        the redemption price pursuant to said notice, all dividends on the
        shares of Cumulative Preference Stock thereby called for redemption
        shall cease to accrue and all rights of the holders thereof as
        stockholders of the Corporation except the right to receive the
        redemption price, but without interest shall cease and determine;
        provided, however, the Corporation may, in the event of any such
        redemption, and prior to the redemption date specified in the notice
        thereof, deposit in trust, for the account of the holders of the
        shares of Cumulative Preference Stock to be redeemed, with any bank
        or trust company having a capital, surplus and undivided profits
        aggregating at least $5,000,000, all funds necessary for such
        redemption, and thereupon all shares of the Cumulative Preference
        Stock with respect to which such deposit shall have been made shall
        forthwith upon the making of such deposit no longer be deemed to be
        outstanding and all rights of the holders thereof with respect to
        such shares of Cumulative Preference Stock shall thereupon cease and
        terminate, except the right of such holders to receive from the funds
        so deposited the amount payable upon the redemption thereof, but
        without interest, or, if any right of conversion conferred upon such
        shares shall not, by the terms thereof, previously have expired, to
        exercise the right of conversion thereof on or before the redemption
        date specified in such notice, unless such right of conversion by the
        terms thereof expires at an earlier time, and then only on or before
        such earlier time for the expiration of such right of conversion. 
        Any funds so set aside or deposited which, because of the exercise of
        any right of conversion of shares called for redemption, shall not be
        required for such redemption, shall be released or repaid forthwith
        to the Corporation.  Any funds so set aside or deposited, which shall
        be unclaimed at the end of six years from such redemption date, shall
        be released or repaid to the Corporation upon its request expressed
        in a resolution of its Board of Directors, and any depositary thereof
        shall thereby be relieved of all responsibility in respect thereof,
        after which release or repayment of the holders of shares so called
        for redemption shall look only to the Corporation for payment of the
        redemption price, but without interest.  Any interest on funds so
        deposited which may be allowed by any bank or trust company with
        which such deposit was made shall belong to the Corporation.

             (b)  If and so long as any quarterly dividend on any series of
        Cumulative Preferred Stock or Cumulative Preference Stock shall be in
        arrears, the Corporation shall not redeem, purchase or otherwise
        acquire, by way of sinking fund payment or otherwise, any Cumulative
        Preference Stock or any stock of equal rank unless all outstanding
        shares of Cumulative Preference Stock are simultaneously redeemed.

             (c)  Whenever there shall be deposited or set aside the whole or
        any part of the funds required to be deposited or set aside by the
        Corporation as a sinking fund for any series of Cumulative Preference
        Stock there shall be also deposited or set aside at the same time the
        full amount or the same proportionate part, as the case may be, of
        the funds, if any, then due to be deposited or set aside as a sinking
        fund for each other series of Cumulative Preference Stock then
        outstanding.

             (d)  All shares of the Cumulative Preference Stock which shall
        have been redeemed, converted, purchased or otherwise acquired but
        the Corporation shall be retired and cancelled and shall have the
        status of authorized by unissued shares of Cumulative Preference
        Stock.

             V.  Voting Rights.  The holders of shares of Cumulative
        Preference Stock shall have no right to vote for the election of
        directors or for any other purpose, except as provided or required by
        law.

             VI.  Restrictions on Common Stock Dividends and
        Distributions.  So long as any shares of any series of the Cumulative
        Preference Stock shall remain outstanding, no dividend (other than a
        dividend payable in shares of Common Stock) shall be paid or
        declared, nor shall any distribution be made on Common Stock and no
        Common Stock shall be redeemed, purchased, retired or otherwise
        acquired either directly or indirectly, unless:

             (a)  All dividends on the Cumulative Preference Stock of all
        series then outstanding for all past quarterly dividend periods and
        for the current quarterly dividend period shall have been paid or
        declared and a sum sufficient for the payment thereof set apart; and

             (b)  All sinking fund payments and all purchase fund payments or
        other obligations of the Corporation for the periodic retirement of
        shares of Cumulative Preference Stock of all series then outstanding
        required to have been made or performed by the Corporation shall have
        been made or performed.

             VII.  Pre-emptive Rights.  No holder of shares of Cumulative
        Preference Stock shall be entitled, as such, as a matter of right, to
        subscribe for or purchase any part of any new or additional issue of
        stock or securities of the Corporation convertible into stock, of any
        class whatsoever, whether now or hereafter authorized, and whether
        issued for cash, property, services or otherwise.

        Section 3.  Subject to the provisions of this Article IV and
   compliance with the laws of the State of Iowa, the Board of Directors of
   the Corporation shall have full power to issue, to sell at prices to be
   fixed by the Board of Directors of the Corporation, or to exchange for
   property or outstanding stock of the Corporation, any shares of any class
   of stock of the Corporation authorized to be issued, at such times as may
   be fixed by the Board of Directors of the Corporation; provided, however,
   no stock shall be issued or sold for a consideration less than the par
   value thereof.

        Section 4.  Shares of stock of the Corporation shall be transferable
   only upon the books of the Corporation in person or by attorney, duly
   authorized in writing.

        Certificates for shares of capital stock of the Corporation shall be
   in such form as shall be approved by the Board of Directors; provided,
   however, such certificates shall comply with all of the existing
   requirements of the laws of the State of Iowa with respect thereto.  The
   Board of Directors shall be authorized to appoint registrars and/or
   transfer agents to act as agents of the Corporation in recording transfers
   and registering ownership of capital stock of the Corporation.  In the
   event of the appointment of a registrar and/or transfer agent and the
   signature of a registrar or the signature or counter signature of a
   transfer agent on stock certificates issued by the Corporation the
   signatures of officers of the Corporation signing stock certificates may
   be a facsimile thereof in lieu of the actual signature of such officer or
   officers, and may be either engraved or printed on the stock certificates. 
   The fact that at the time of the actual issue or delivery of a stock
   certificate, the officer whose signature either actual or facsimile,
   appears on such stock certificate shall prior thereto have ceased to be
   such officer, shall not invalidate the signature, nor such certificate.

        Section 5.  Subject to the provisions of Article IV of these Articles
   the Board of Directors shall have power to close the stock transfer books
   of the Corporation for a period not exceeding forty days preceding the
   date of any meeting of stockholders or the date for payment of any
   dividend or the date for the allotment of rights or the date when any
   change or conversion or exchange of capital stock shall go into effect;
   provided, however, that in lieu of closing the stock transfer books as
   aforesaid, the Board of Directors may fix in advance a date, not exceeding
   forty days preceding the date of any meeting of stockholders or the date
   for the payment of any dividend or the date for the allotment of rights or
   the date when any change or conversion or exchange of capital stock shall
   go into effect, as a record date for the determination of the stockholders
   entitled to notice of, and to vote at, any such meeting, or entitled to
   receive payment of any such dividends or to any such allotment of rights
   or to exercise the rights in respect of any such change, conversion or
   exchange of capital stock, and in such case such stockholders only as
   shall be stockholders of record on the date so fixed shall be entitled to
   such notice of, and to vote at such meeting, or to receive payment of such
   dividend or to receive such allotment of rights or to exercise such
   rights, as the case may be, notwithstanding any transfer of any stock on
   the books of the Corporation after any such record date fixed as
   aforesaid.

        Section 6.  At any meeting of the stockholders each holder of a share
   of capital stock entitled to vote upon the subject or subjects to be acted
   upon shall be entitled to one vote for each share of Preferred Stock
   and/or Common Stock registered in his name on the stock books of the
   Corporation ten (10) days prior to the date of meeting, subject, however,
   to the right of the Board of Directors to fix a record date for
   determination of stockholders entitled to vote as  provided in Section 5
   of this Article IV.  If so provided in the Bylaws of the Corporation such
   voting may be by proxy subject to such restrictions as may be provided in
   the Bylaws.

        Section 7.  All of the issued and outstanding shares of Common Stock
   of the  Corporation, except for those shares held by IES Industries Inc.,
   shall be cancelled; and the shares of Common Stock of the Corporation held
   by IES Industries Inc. shall be split into and become an equal number of
   shares of Common Stock of the Corporation that was outstanding at the
   close of business on May 19, 1986; all without affecting the authorized
   Capital Stock of the Corporation as described in this Article.


                                    ARTICLE V

        Subject to the provisions of Article IV of these Articles of
   Incorporation, any provisions of these Articles of Incorporation may be
   amended, altered or repealed at an annual or special meeting of the
   stockholders of the Corporation upon the affirmative vote of the holders
   of a majority of the Common Stock of the Corporation at the time issued
   and outstanding.

        The notice of any meeting whereat it is proposed to amend, alter or
   repeal any article or articles or provision or provisions of these
   Articles of Incorporation shall set forth in full the article or articles
   or provision or provisions so to be amended, altered or repealed, and the
   changes proposed to be made in the same.


                                   ARTICLE VI

        The property and business of the Corporation shall be under the
   general management and control of the Board of Directors consisting of the
   number of persons fixed by the Bylaws of the Corporation.  In addition to
   the powers and authority expressly conferred upon the said Board of
   Directors by these Articles of Incorporation and by the laws of the State
   of Iowa, such Board of Directors may exercise all such powers of the
   Corporation and do all such lawful acts and things as are not by statute
   or by these Articles of Incorporation directed or required to be exercised
   or done by the stockholders.

        The Board of Directors shall elect a President, one or more Vice
   Presidents, a Secretary and a Treasurer, and such other officers as such
   Board of Directors may deem advisable or as may be provided for by the
   Bylaws of the Corporation.  Any two offices may be filled by one and the
   same person, subject, however, to any specific restrictions which may be
   provided for in the Bylaws of the Corporation.


                                   ARTICLE VII

        Section 1.  Meetings of Stockholders.  The annual meeting of
   stockholders shall be held, in each year, at such place or places within
   or without the State of Iowa and on such date and at such time as shall be
   fixed by the directors and stated in the notice of meeting.

        Section 2.  Election of Directors.  The number of directors
   constituting the Board of Directors shall be as fixed from time to time by
   the Bylaws of the Corporation, but the number so fixed shall not be less
   than five (5).  The directors of the Corporation shall be divided into
   three classes as nearly equal in number as possible, to serve for
   staggered three-year terms or until their respective successors are duly
   elected and qualified as provided for in the Bylaws of the Corporation. 
   If, at any annual meeting of the stockholders, directors of more than one
   class are to be elected, each class of directors to be elected at such
   meeting shall be nominated and voted for in a separate election.

        Section 3.  Bylaws.  The Bylaws of the Corporation shall be adopted
   by the Board of Directors of the Corporation.  The power to alter, amend,
   or repeal the Bylaws, or to adopt new Bylaws, shall be vested in the Board
   of Directors.  The Bylaws may contain any provisions for the regulation
   and management of the affairs of the Corporation not inconsistent with the
   laws of the State of Iowa, or these Articles of Incorporation.

        Section 4.  Executive Committee.  If the Bylaws so provide, the Board
   of Directors, by resolution adopted by a majority of the number of
   directors, may designate two or more directors to constitute an Executive
   Committee, which Committee, to the extent provided in such resolution or
   the Bylaws, shall have and may exercise all of the authority of the Board
   of Directors in the management of the Corporation; but the designation of
   such Executive Committee and the delegation thereto of authority shall not
   operate to relieve the Board of Directors, or any member thereof, of any
   responsibility imposed upon the Board of Directors or any member thereof
   by law.


                                  ARTICLE VIII

        The private property of the stockholders of the Corporation shall be
   exempt from the debts of the Corporation.


                                   ARTICLE IX

        The Corporation shall commence business upon the date its certificate
   of incorporation is issued to it by the Secretary of the State of Iowa,
   and shall continue in perpetuity.


                                    ARTICLE X

        The Corporation may be liquidated or dissolved or, subject to the
   provisions of Article IV of these Articles of Incorporation, all of the
   property of the Corporation may be sold, by the affirmative vote in favor
   thereof of a majority of the Common Stock of the Corporation at the time
   issued and outstanding.


                                   ARTICLE XI

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

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