EXHIBIT 10(e)

               IES INDUSTRIES INC. GRANTOR TRUST
             FOR SUPPLEMENTAL RETIREMENT AGREEMENTS


      THIS AGREEMENT, made this 15th day of August, 1997, by  and
between  IES  INDUSTRIES INC. ("the Company")  and  NORWEST  BANK
IOWA, N.A. (the "Trustee");

                      W I T N E S S E T H:

      WHEREAS,  the  Company  has adopted  or  entered  into  the
nonqualified  supplemental retirement plans and  agreements  (the
"Plans") listed in Appendix A;

      WHEREAS,  the  Company has incurred  or  expects  to  incur
liability  under  the  terms of such Plans with  respect  to  the
individuals participating in such Plans;

      WHEREAS,  the  Company  wishes to establish  a  trust  (the
"Trust") and to contribute to the Trust assets that shall be held
therein, subject to the claims of the Company's creditors in  the
event of the Company's Insolvency, as herein defined, until  paid
to  Plan participants and their beneficiaries in such manner  and
at such times as specified in the Plans;

      WHEREAS, it is the intention of the parties that this Trust
shall constitute an unfunded arrangement and shall not affect the
status  of the Plans as unfunded plans maintained for the purpose
of   providing  deferred  compensation  for  a  select  group  of
management or highly compensated employees for purposes of  Title
I of the Employee Retirement Income Security Act of 1974; and

      WHEREAS,  it  is  the  intention of  the  Company  to  make
contributions  to the Trust to provide itself with  a  source  of
funds  to  assist it in the meeting of its liabilities under  the
Plans;

      NOW,  THEREFORE, the parties do hereby establish the  Trust
and agree that the Trust shall be comprised, held and disposed of
as follows:

                           SECTION 1

                     ESTABLISHMENT OF TRUST

     1.1  The Company hereby deposits with the Trustee, in trust,
the  sum of $1,000, which shall become the principal of the Trust
to  be  held,  administered and disposed of  by  the  Trustee  as
provided in this Trust Agreement.

     1.2    The Trust hereby established shall be irrevocable.

     1.3    The Trust is intended to be a grantor trust, of which
the Company is the grantor, within the meaning of subpart E, part
I,  subchapter  J, chapter 1, subtitle A of the Internal  Revenue
Code of 1986, as amended, and shall be construed accordingly.

     1.4    The principal of the Trust, and any earnings thereon,
shall  be held separate and apart from other funds of the Company
and  shall be used exclusively for the uses and purposes of  Plan
participants  and general creditors as herein  set  forth.   Plan
participants  and  their beneficiaries shall  have  no  preferred
claim on, or any beneficial ownership interest in, any assets  of
the  Trust.   Any rights created under the Plans and  this  Trust
Agreement  shall  be mere unsecured contractual  rights  of  Plan
participants  and their beneficiaries against the  Company.   Any
assets  held  by the Trust will be subject to the claims  of  the
Company's  general creditors under federal and state law  in  the
event of Insolvency, as defined in Section 3.1 herein.

     1.5  Within ten business days following a Change in Control,
the  Company shall make an irrevocable contribution to the  Trust
in  an  amount  that is not less than the sum  of  the  payments,
determined on an undiscounted basis, which are then due or  which
may  thereafter  become  due  to  participants  or  beneficiaries
pursuant to the terms of the Plans.

      1.6   As  of each December 31 following a Change in Control
("Valuation Date"), the Company shall determine the amount of the
contribution which would have been required pursuant  to  Section
1.5 if the Change in Control had occurred on such Valuation Date.
If  the amount so determined exceeds the fair market value of the
Trust  assets  on such Valuation Date, the Company shall,  within
ten  business  days  following  such  Valuation  Date,  make   an
irrevocable contribution to the Trust in an amount which  is  not
less than such excess.

      1.7   The Company, in its sole discretion, may at any time,
or  from time to time, make additional deposits of cash or  other
property in trust with the Trustee to augment the principal to be
held, administered and disposed of by the Trustee as provided  in
this   Trust  Agreement.   Neither  the  Trustee  nor  any   Plan
participant  or beneficiary shall have any right to  compel  such
additional deposits.

                           SECTION 2

     PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES

      2.1   The  Company shall deliver to the Trustee a  schedule
(the  "Payment Schedule") that indicates the amounts  payable  in
respect  of each Plan participant (and his or her beneficiaries),
or  that  provides a formula or other instructions acceptable  to
the  Trustee for determining the amounts so payable, the form  in
which  such  amount is to be paid (as provided for  or  available
under  the  Plans), and the time of commencement for  payment  of
such  amounts.  Except as otherwise provided herein, the  Trustee
shall   make  payments  to  the  Plan  participants   and   their
beneficiaries in accordance with the most recent Payment Schedule
received  by  the Trustee.  The Trustee shall make provision  for
the  reporting  and withholding of any federal,  state  or  local
taxes  that  may be required to be withheld with respect  to  the
payment of benefits pursuant to the terms of the Plans and  shall
pay  amounts  withheld to the appropriate taxing  authorities  or
determine that such amounts have been reported, withheld and paid
by the Company.

      2.2   The entitlement of a Plan participant or his  or  her
beneficiaries to benefits under the Plans shall be determined  by
the  Company or such party as it shall designate under the Plans,
and  any claim for such benefits shall be considered and reviewed
under the procedures set out in the Plans.

      2.3   The Company may make payment of benefits directly  to
Plan participants or their beneficiaries as they become due under
the terms of the Plans.  The Company shall notify the Trustee  of
its  decision to make payment of benefits directly prior  to  the
time  amounts are payable to participants or their beneficiaries.
In  addition,  if  the principal of the Trust, and  any  earnings
thereon,  are  not  sufficient to make payments  of  benefits  in
accordance  with the terms of the Plans, the Company  shall  make
the  balance  of each such payment as it falls due.  The  Trustee
shall  notify  the Company where principal and earnings  are  not
sufficient.

                           SECTION 3

           TRUSTEE RESPONSIBILITY REGARDING PAYMENTS
         TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT

      3.1   The Trustee shall cease payment of benefits  to  Plan
participants and their beneficiaries if the Company is Insolvent.
The  Company shall be considered "Insolvent" for purposes of this
Trust  Agreement if it is unable to pay its debts as they  become
due, or if  it  is subject to a pending proceeding as a debtor under  the
United States Bankruptcy Code.

      3.2  At all times during the continuance of this Trust,  as
provided in Section 1.4 hereof, the principal and income  of  the
Trust  shall  be  subject to claims of general creditors  of  the
Company under federal and state law as set forth below.

           a.    The  Board of Directors and the Chief  Executive
     Officer  of  the Company shall have the duty to  inform  the
     Trustee in writing of the Company's Insolvency.  If a person
     claiming to be a creditor of the Company alleges in  writing
     to  the  Trustee that the Company has become Insolvent,  the
     Trustee  shall  determine whether the Company  is  Insolvent
     and,   pending   such  determination,  the   Trustee   shall
     discontinue  payment  of benefits to  Plan  participants  or
     their beneficiaries.

           b.    Unless the Trustee has actual knowledge  of  the
     Company's  Insolvency,  or  has  received  notice  from  the
     Company or a person claiming to be a creditor alleging  that
     the Company is Insolvent, the Trustee shall have no duty  to
     inquire  whether the Company is Insolvent.  The Trustee  may
     in all events rely on such evidence concerning the Company's
     solvency  as  may  be  furnished to  the  Trustee  and  that
     provides  the Trustee with a reasonable basis for  making  a
     determination concerning the Company's solvency.

          c.   If at any time the Trustee has determined that the
     Company is Insolvent, the Trustee shall discontinue payments
     to  Plan participants or their beneficiaries and shall  hold
     the  assets  of  the Trust for the benefit of the  Company's
     general creditors.  Nothing in this Trust Agreement shall in
     any  way  diminish any rights of Plan participants or  their
     beneficiaries to pursue their rights as general creditors of
     the Company with respect to benefits due under the Plans  or
     otherwise.

           d.    The Trustee shall resume the payment of benefits
     to  Plan  participants or their beneficiaries in  accordance
     with  Section  2  of  this Trust Agreement  only  after  the
     Trustee has determined that the Company is not Insolvent (or
     is no longer Insolvent).

      3.3   Provided  that there are sufficient  assets,  if  the
Trustee  discontinues  the payment of  benefits  from  the  Trust
pursuant  to  Section  3.2 hereof and subsequently  resumes  such
payments,  the first payment following such discontinuance  shall
include  the  aggregate  amount  of  all  payments  due  to  Plan
participants or their beneficiaries under the terms of the  Plans
for  the period of such discontinuance, less the aggregate amount
of  any payments made to Plan participants or their beneficiaries
by  the  Company in lieu of the payments provided  for  hereunder
during any such period of discontinuance.

                           SECTION 4

                      PAYMENTS TO COMPANY

      Except as provided in Section 3 hereof, after the Trust has
become  irrevocable, the Company shall have no right or power  to
direct  the  Trustee to return to the Company  or  to  divert  to
others  any  of the Trust assets before all payment  of  benefits
have  been  made  to  Plan participants and  their  beneficiaries
pursuant to the terms of the Plans.

                           SECTION 5

                      INVESTMENT AUTHORITY

      5.1  Except as otherwise specifically provided herein,  and
subject  to such investment guidelines as may be adopted  by  the
Company  and  delivered to the Trustee, the Trustee  may  invest,
reinvest,  and hold the assets of the Trust in whatever  form  of
investment  the Trustee may see fit (including, but  not  limited
to, contracts or policies of insurance), and in making or holding
such  investments, the Trustee shall not be restricted  to  those
investments which are authorized by the laws of any state for the
investment of trust funds.

      5.2   The  Company may at any time, and from time to  time,
appoint one or more investment managers to manage and control all
or  any  part of the Trust's assets.  Any such investment manager
shall  be  a  registered investment adviser under the  Investment
Advisers  Act  of  1940; a bank, as defined in that  Act;  or  an
insurance company that is qualified to manage, acquire or dispose
of the Plans' assets under the laws of more than one state.  Upon
receipt  of  written notice of the appointment of  an  investment
manager, the Trustee shall segregate the portion of the assets of
the Trust to be managed by the investment manager into a separate
"Investment Manager Account."  An investment manager  shall  have
full  discretion and authority to invest, reinvest or dispose  of
the  Trust  assets  in its Investment Manager  Account,  and  the
Trustee shall follow the directions of an investment manager with
respect  to  the  investment of Trust assets  allocated  to  such
Investment  Manager's  Account; provided, however,  that  if  the
Trustee  shall  not have received contrary instructions  from  an
investment  manager,  the  Trustee  may  invest  for  short  term
purposes  any cash in its custody in short term, cash  equivalent
investments  or  in common or collective funds composed  thereof.
To  the  extent  necessary to comply with the  directions  of  an
investment  manager,  the  Trustee  may  enter  into  a  subtrust
agreement with the investment manager.  The Company may terminate
the  appointment of an investment manager at any time,  in  which
event  the  Company  shall either appoint  a  successor  to  such
investment manager or direct the Trustee to return the assets  in
the  Investment Manager's Account to the unsegregated portion  of
the Trust.

                           SECTION 6

                     DISPOSITION OF INCOME

      During the term of this Trust, all income received  by  the
Trust,  net  of  expenses  and taxes, shall  be  accumulated  and
reinvested.

                           SECTION 7

                     ACCOUNTING BY TRUSTEE

      The Trustee shall keep accurate and detailed records of all
investments,  receipts, disbursements, and all other transactions
required to be made, including such specific records as shall  be
agreed  upon  in  writing between the Company  and  the  Trustee.
Within  60  days following the close of each calendar  year,  and
within  60 days after the removal or resignation of the  Trustee,
the Trustee shall deliver to the Company a written account of its
administration of the Trust during such year or during the period
from  the  close of the last preceding year to the date  of  such
removal  or resignation, setting forth all investments, receipts,
disbursements and other transactions effected by it, including  a
description of all securities and investments purchased and  sold
with the cost or net proceeds of such purchases or sales (accrued
interest paid or receivable being shown separately), and  showing
all  cash, securities and other property held in the Trust at the
end  of  such  year  or  as  of  the  date  of  such  removal  or
resignation, as the case may be.

                           SECTION 8

                   RESPONSIBILITY OF TRUSTEE

      8.1   The  Trustee shall act with the care, skill, prudence
and  diligence  under the circumstances then  prevailing  that  a
prudent  person  acting in like capacity and familiar  with  such
matters  would  use  in the conduct of an enterprise  of  a  like
character and with like aims; provided, however, that the Trustee
shall  incur  no  liability to any person for  any  action  taken
pursuant to a direction, request or approval given by the Company
or  an  investment  manager  which is  contemplated  by,  and  in
conformity  with,  the terms of the Plans or this  Trust  and  is
given  in writing by the Company or such investment manager.   In
the  event  of  a dispute between the Company and  a  party,  the
Trustee may apply to a court of competent jurisdiction to resolve
the dispute.

      8.2   If  the Trustee undertakes or defends any  litigation
arising  in  connection with this Trust, the  Company  agrees  to
indemnify  the Trustee against the Trustee's costs, expenses  and
liabilities (including, without limitation, attorneys'  fees  and
expenses)  relating thereto and to be primarily liable  for  such
payments.   If the Company does not pay such costs, expenses  and
liabilities in a reasonably timely manner, the Trustee may obtain
payment from the Trust.

      8.3   The  Trustee may consult with legal counsel (who  may
also be counsel for the Company generally) with respect to any of
its duties or obligations hereunder.

      8.4   The  Trustee may hire agents, accountants, actuaries,
investment advisors, financial consultants or other professionals
to  assist  it  in  performing any of its duties  or  obligations
hereunder,  and may reasonably compensate them out of  the  Trust
assets.

      8.5   The Trustee shall have, without exclusion, all powers
conferred   on  trustees  by  applicable  law,  unless  expressly
provided  otherwise  herein;  provided,  however,  that   if   an
insurance  policy is held as an asset of the Trust,  the  Trustee
shall  have  no power to name a beneficiary of the  policy  other
than the Trust, to assign the policy (as distinct from conversion
of  the  policy  to a different form) other than to  a  successor
Trustee,  or to loan to any person the proceeds of any  borrowing
against such policy.

      8.6   Notwithstanding  any powers granted  to  the  Trustee
pursuant  to  this  Trust  Agreement or to  applicable  law,  the
Trustee  shall not have any power that could give this Trust  the
objective  of  carrying  on a business  and  dividing  the  gains
therefrom,  within  the  meaning of  section  301.7700-2  of  the
Procedure and Administrative Regulations promulgated pursuant  to
the Internal Revenue Code.

                           SECTION 9

              COMPENSATION AND EXPENSES OF TRUSTEE

      The  Company shall pay all administrative and the Trustee's
fees  and expenses.  If not so paid, the fees and expenses  shall
be paid from the Trust.

                           SECTION 10

               RESIGNATION OR REMOVAL OF TRUSTEE

     10.1 The Trustee may resign at any time by written notice to
the  Company, which shall be effective 30 days after  receipt  of
such notice unless the Company and the Trustee agree otherwise.

      10.2  Prior  to  a Change in Control, the  Trustee  may  be
removed  by the Company on 30 days notice or upon shorter  notice
accepted  by  the  Trustee.  Following a Change in  Control,  the
Trustee  may  not  be removed by the Company unless  65%  of  all
employees  or  former employees of the Company  who  are  or  may
become entitled to the payment of benefits pursuant to the  Plans
consent in writing to such removal.

      10.3  Upon  resignation  or  removal  of  the  Trustee  and
appointment of a successor Trustee, all assets shall subsequently
be  transferred to the successor Trustee.  The transfer shall  be
completed  within 30 days after receipt of notice of resignation,
removal or transfer, unless the Company extends the time limit.

     10.4 If the Trustee resigns or is removed, a successor shall
be  appointed,  in  accordance with Section  11  hereof,  by  the
effective  date of resignation or removal under Section  10.1  or
10.2 of this section.  If no such appointment has been made,  the
Trustee  may  appoint a successor Trustee or it may  apply  to  a
court of competent jurisdiction for appointment of a successor or
for instructions.  All expenses of the Trustee in connection with
the proceeding shall be allowed as administrative expenses of the
Trust.

                           SECTION 11

                    APPOINTMENT OF SUCCESSOR

     11.1 If the Trustee resigns or is removed in accordance with
Section  10.1  or 10.2 hereof, the Company, or  if  a  Change  in
Control  shall previously have occurred the Company and at  least
65%  of all employees or former employees of the Company who  are
or may become entitled to the payment of benefits pursuant to the
Plans,  may  appoint  any  third party,  such  as  a  bank  trust
department  or other party that may be granted corporate  trustee
powers  under  state law, as a successor to replace  the  Trustee
upon  resignation or removal.  The appointment shall be effective
when  accepted in writing by the new Trustee, who shall have  all
of  the  rights  and  powers  of the  former  Trustee,  including
ownership  rights in the Trust assets.  The former Trustee  shall
execute any instrument necessary or reasonably requested  by  the
Company or the successor Trustee to evidence the transfer.

      11.2 The successor Trustee need not examine the records and
acts  of  any prior Trustee and may retain or dispose of existing
Trust  assets, subject to Sections 7 and 8 hereof.  The successor
Trustee  shall  not  be  responsible for and  the  Company  shall
indemnify  and  defend the successor Trustee from  any  claim  or
liability  resulting  from any action or inaction  of  any  prior
Trustee or from any other past event or any condition existing at
the time it becomes a successor Trustee.

                           SECTION 12

                    AMENDMENT OR TERMINATION

      12.1  This  Trust  Agreement may be amended  by  a  written
instrument   executed   by   the   Trustee   and   the   Company.
Notwithstanding the foregoing, no such amendment  shall  conflict
with  the  terms  of the Plans or shall make the Trust  revocable
after  it  has become irrevocable in accordance with Section  1.2
hereof.

      12.2  The Trust shall not terminate until the date on which
Plan  participants and their beneficiaries are no longer entitled
to benefits pursuant to the terms of the Plans.  Upon termination
of  the Trust any assets remaining in the Trust shall be returned
to the Company.

       12.3  Notwithstanding the foregoing:

           a.    This Trust Agreement may not be amended  by  the
     Company  prior  to a Change in Control without  the  written
     approval  of  any  Plan  participant or  beneficiary   whose
     rights or protections under a Plan or this Agreement may  be
     reduced,  impaired, or otherwise adversely affected  by  the
     amendment.

           b.    This Trust Agreement may not be amended  by  the
     Company in any respect following a Change in Control without
     the written approval of all employees or former employees of
     the  Company who are, or may become, entitled to the payment
     of benefits pursuant to the Plans.

           c.   The Company may terminate this Trust prior to the
     date specified in Section 12.2 upon the written approval  of
     all employees or former employees of the Company who are  or
     may  become entitled to the payment of benefits pursuant  to
     the Plans.

                           SECTION 13

                         MISCELLANEOUS

     13.1 Any provision of this Trust Agreement prohibited by law
shall  be  ineffective  to the extent of  any  such  prohibition,
without invalidating the remaining provisions hereof.

      13.2  Benefits  payable  to  Plan  participants  and  their
beneficiaries under this Trust Agreement may not be  anticipated,
assigned  (either  at  law  or  in equity),  alienated,  pledged,
encumbered   or  subjected  to  attachment,  garnishment,   levy,
execution or other legal or equitable process.

     13.3 This Trust Agreement shall be governed by and construed
in  accordance  with the laws of Iowa, except to the  extent  the
same are preempted by federal law.

      13.4  This Trust Agreement shall be binding upon, and shall
inure  to  the  benefit  of,  any successor  (whether  direct  or
indirect,  by  purchase, merger, consolidation, or otherwise)  to
all  or  substantially  all  of the business  or  assets  of  the
Company.  The Company (and any successor to the Company) may  not
otherwise  assign  its  obligations under  this  Trust  Agreement
without  the  prior written approval of all employees  or  former
employees of the Company who are, or may become, entitled to  the
payment  of  benefits pursuant to the Plans;  provided,  however,
that,  subsequent to the merger of the Company with WPL Holdings,
Inc.  and  Interstate  Power  Company  in  accordance  with   the
Agreement and Plan of Merger dated November 10, 1995, as amended,
and  prior to a Change in Control, the Company (or its successor)
may   assign  its  obligations  under  this  agreement   to   any
corporation, 100% of the stock of which is owned (either directly
or through one or more subsidiaries) by the entity resulting from
such merger.

      13.5  For  the purposes of this Trust Agreement, Change  in
Control shall mean:

           a.    the purchase or other acquisition by any person,
     entity  or  group of persons, within the meaning of  section
     13(d)  or  14(d) of the Securities Exchange Act of 1934,  or
     any  comparable  successor provisions, of ownership  (within
     the meaning of Rule 13d-3 promulgated under that Act) of 20%
     or  more  of  the  combined voting power  of  the  Company's
     outstanding voting securities entitled to vote generally  in
     the election of directors;

          b.   the approval by the stockholders of the Company of
     a  reorganization, merger or consolidation,  in  each  case,
     with  respect to which persons who were stockholders of  the
     Company immediately prior to such reorganization, merger  or
     consolidation do not, immediately thereafter, own more  than
     50%  of the combined voting power of the reorganized, merged
     or   consolidated   entity's  then  outstanding   securities
     entitled to vote generally in the election of directors;

          c.   the approval by the stockholders of the Company of
     a  liquidation or dissolution of the Company or of the  sale
     of all or substantially all of the Company's assets; or

           d.   the failure of individuals who were Directors  of
     the  Company  at  the beginning of any two consecutive  year
     period (including, for this purpose, any new Director  whose
     election or nomination for election was approved by  a  vote
     of at least two-thirds of the Directors then still in office
     who  were  Directors  at the beginning of  such  period)  to
     constitute a majority of the Company's Board of Directors;

provided,  however,  that  the merger of  the  Company  with  WPL
Holdings,  Inc.  and Interstate Power Company in accordance  with
the  Agreement  and Plan of Merger dated November  10,  1995,  as
amended,  shall  not  constitute a Change in Control  unless  and
until  the  resulting corporation fails to make any  payment  due
pursuant to a Plan at the time such payment is due.

                           SECTION 14

                         EFFECTIVE DATE

      The  effective date of this Trust Agreement shall be August
1, 1997.

                         *  *  *  *  *

      IN WITNESS WHEREOF, this instrument has been executed as of
the day and year last above written.


                                   IES INDUSTRIES INC.


                                   By:
                                        Larry D. Root
                                        President & Chief Operating Officer


                                   NORWEST BANK IOWA, N.A.


                                   By:
                                        Charles W. Hippee
                                        Employee Benefits Manager



                           APPENDIX A
                             PLANS

      The  following plans and agreements shall be funded through
the Trust:

          Peter W. Dietrich
          John F. Franz, Jr.
          Lee Liu
          Harold W. Rehrauer
          Philip D. Ward
          Steven W. Southwick
          Dean E. Ekstrom
          James E. Hoffman
          Rene Males
          James N. Davidson
          Robert F. Lafontaine
          Georgia F. Marlowe
          Marjorie E. McDonald
          Richard W. McGaughy
          J. Bernard Rehnstrom
          Virgil J. Schmidt
          Samuel J. Tuthill
          James A. Wallace
          Odie R. Woods
          Benjamin R. Rosencrants
          Robert J. Kucharski
          Larry D. Root
          Thomas R. Seldon