UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                             FORM 10-Q/A
                          AMENDMENT NO.1 TO

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
      For the quarterly period ended March 31, 2001
                                     --------------

                                or

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
      For the transition period from _______ to _______

<TABLE>
<CAPTION>

Commission        Name of Registrant, State of Incorporation,                              IRS Employer
File Number       Address of Principal Executive Offices and Telephone Number         Identification Number
-----------       -----------------------------------------------------------        -----------------------

                <c>                                                                         <C>
1-9894            ALLIANT ENERGY CORPORATION                                                39-1380265
                  (a Wisconsin corporation)
                  222 West Washington Avenue
                  Madison, Wisconsin  53703
                  Telephone (608)252-3311

0-4117-1          INTERSTATE POWER AND LIGHT COMPANY                                        42-0331370
                  (an Iowa corporation)
                  Alliant Energy Tower
                  Cedar Rapids, Iowa  52401
                  Telephone (319)398-4411

                  IES Utilities Inc.
                  ------------------
                  (Former name of Interstate Power and Light Company)

0-337             WISCONSIN POWER AND LIGHT COMPANY                                         39-0714890
                  (a Wisconsin corporation)
                  222 West Washington Avenue
                  Madison, Wisconsin  53703
                  Telephone (608)252-3311
</TABLE>

Indicate by check mark whether the registrants (1) have filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrants were required
to file such reports), and (2) have been subject to such filing
requirements for the past 90 days.  Yes   X       No
                                        -----       ------

This combined Form 10-Q/A is separately filed by Alliant Energy
Corporation, Interstate Power and Light Company and Wisconsin Power
and Light Company.  Information contained in the quarterly report relating
to Interstate Power and Light Company and Wisconsin Power and Light Company is
filed by such registrant on its own behalf.  Each of Interstate Power and
Light Company and Wisconsin Power and Light Company makes no
representation as to information relating to registrants other
than itself.

Number of shares outstanding of each class of common stock as of
April 30, 2001:

Alliant Energy           Common stock, $.01 par value, 79,055,349
Corporation              shares outstanding

Interstate Power         Common stock, $2.50 par value, 13,370,788
and Light Company        shares outstanding (all of which are owned
                         beneficially and of record by Alliant Energy
                         Corporation)

Wisconsin Power and      Common stock, $5 par value, 13,236,601 shares
Light Company            outstanding (all of which are owned
                         beneficially and of record by Alliant Energy
                         Corporation)
<PAGE>

Alliant  Energy's  previously  reported  results for the three months ended
March 31, 2001 were based on the assumption  that Southern  Hydro's  electricity
derivatives  qualified  for  hedge  accounting.  Southern  Hydro  is  a  foreign
affiliate of Alliant Energy accounted for under the equity method of accounting.
Alliant Energy prepared its quarterly financial  statements during 2001 based on
the independently prepared financial statements of Southern Hydro, which treated
these  derivatives  as qualifying  for hedge  accounting  under SFAS 133. Upon a
further review of the  accounting for such  derivatives by Alliant Energy during
the fourth quarter,  it was determined the derivatives did not qualify for hedge
accounting and that gains and losses  attributable  to changes in the fair value
of these derivatives should have been recognized in Alliant Energy's earnings in
the first  three  quarters  of 2001.  As  required  by U.S.  generally  accepted
accounting principles, all 2001 financial statements of Alliant Energy presented
herein have been restated to reflect this change. Alliant Energy's net income in
2000 and  retained  earnings  as of  January  1,  2000  were not  impacted.  The
undersigned  registrants  hereby  amend  Items  1, 2 and 3 of  Part  I of  their
combined Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2001 to provide in their entirety as follows:

                            DEFINITIONS
<TABLE>
<CAPTION>
Certain abbreviations or acronyms used in the text and notes of this combined Form 10-Q/A are defined below:

Abbreviation or Acronym                                  Definition
-----------------------                                  -----------
<S>                                                         <C>
Alliant Energy......................................     Alliant Energy Corporation
ATC.................................................     American Transmission Company, LLC
Capstone............................................     Capstone Turbine Corporation
Cargill-Alliant.....................................     Cargill-Alliant, L.L.C.
Corporate Services..................................     Alliant Energy Corporate Services, Inc.
Dth.................................................     Dekatherm
EAC.................................................     Energy Adjustment Clause
FAC.................................................     Fuel Adjustment Clause
IESU................................................     IES Utilities Inc.
IPC.................................................     Interstate Power Company
IUB.................................................     Iowa Utilities Board
Kewaunee............................................     Kewaunee Nuclear Power Plant
McLeod..............................................     McLeodUSA Incorporated
MD&A................................................     Management's Discussion and Analysis of Financial
                                                         Condition and Results of Operations
MW..................................................     Megawatt
MWh.................................................     Megawatt-Hour
NRC.................................................     Nuclear Regulatory Commission
OCA.................................................     Office of Consumer Advocate
PGA.................................................     Purchased Gas Adjustment
PSCW................................................     Public Service Commission of Wisconsin
PUHCA...............................................     Public Utility Holding Company Act of 1935
Resources...........................................     Alliant Energy Resources, Inc.
SEC.................................................     Securities and Exchange Commission
SFAS................................................     Statement of Financial Accounting Standards
SFAS 133............................................     Accounting for Derivative Instruments and Hedging
                                                         Activities
South Beloit........................................     South Beloit Water, Gas & Electric Company
Southern Hydro......................................     Southern Hydro Partnership
Transportation......................................     Alliant Energy Transportation, Inc.
U.S. ...............................................     United States
WP&L................................................     Wisconsin Power and Light Company
</TABLE>
                                       2
<PAGE>
<TABLE>
<CAPTION>
                         PART I. FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS


                                                   ALLIANT ENERGY CORPORATION
                                         CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                                                                                       For the Three Months Ended March 31,
                                                                                          2001
                                                                                        Restated
                                                                                      (See Note 9)                   2000
------------------------------------------------------------------------------------------------------------------------------------
                                                                                       (in thousands, except per share amounts)
Operating revenues:
<S>                                                                                          <C>                        <C>
  Electric utility                                                                           $411,943                   $373,622
  Gas utility                                                                                 289,818                    130,134
  Non-regulated and other                                                                     150,952                     70,306
                                                                                ----------------------    -----------------------
                                                                                              852,713                    574,062
                                                                                ----------------------    -----------------------
---------------------------------------------------------------------------------------------------------------------------------
Operating expenses:
  Electric and steam production fuels                                                          75,184                     69,272
  Purchased power                                                                              98,733                     62,345
  Cost of utility gas sold                                                                    238,258                     82,113
  Other operation and maintenance                                                             238,196                    169,678
  Depreciation and amortization                                                                84,622                     75,911
  Taxes other than income taxes                                                                28,444                     26,353
                                                                                ----------------------    -----------------------
                                                                                              763,437                    485,672
                                                                                ----------------------    -----------------------
---------------------------------------------------------------------------------------------------------------------------------
Operating income                                                                               89,276                     88,390
                                                                                ----------------------    -----------------------
---------------------------------------------------------------------------------------------------------------------------------
Interest expense and other:
  Interest expense                                                                             49,744                     40,618
  Contingent interest on indexed senior notes                                                       -                     39,493
  Equity (income) loss from unconsolidated investments                                          7,073                     (1,143)
  Allowance for funds used during construction                                                 (2,302)                    (1,754)
  Preferred dividend requirements of subsidiaries                                               1,680                      1,678
  Gain on sale of McLeodUSA Inc. stock                                                              -                    (10,206)
  Miscellaneous, net                                                                           (1,150)                   (12,054)
                                                                                ----------------------    -----------------------
                                                                                               55,045                     56,632
                                                                                ----------------------    -----------------------
---------------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                                                     34,231                     31,758
                                                                                ----------------------    -----------------------
---------------------------------------------------------------------------------------------------------------------------------
Income taxes                                                                                   12,164                     12,438
                                                                                ----------------------    -----------------------
---------------------------------------------------------------------------------------------------------------------------------
Income before cumulative effect of a change in
   accounting principle, net of tax                                                            22,067                     19,320
                                                                                ----------------------    -----------------------
---------------------------------------------------------------------------------------------------------------------------------
Cumulative effect of a change in accounting
   principle, net of tax                                                                      (12,868)                         -
                                                                                ----------------------    -----------------------
---------------------------------------------------------------------------------------------------------------------------------
Net income                                                                                     $9,199                    $19,320
                                                                                ======================    =======================
---------------------------------------------------------------------------------------------------------------------------------
Average number of common shares outstanding (diluted)                                          79,198                     79,271
                                                                                ======================    =======================
---------------------------------------------------------------------------------------------------------------------------------
Earnings per average common share (basic and diluted):
   Income before cumulative effect of a change
       in accounting principle                                                                  $0.28                      $0.24
   Cumulative effect of a change in accounting principle                                        (0.16)                         -
                                                                                ----------------------    -----------------------
   Net income                                                                                   $0.12                      $0.24
                                                                                ======================    =======================
---------------------------------------------------------------------------------------------------------------------------------
Dividends declared per common share                                                             $0.50                      $0.50
                                                                                ======================    =======================
---------------------------------------------------------------------------------------------------------------------------------

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                                ALLIANT ENERGY CORPORATION
                                                CONSOLIDATED BALANCE SHEETS

                                                                                        March 31,
                                                                                          2001
                                                                                       (Unaudited)
                                                                                        Restated               December 31,
ASSETS                                                                                (See Note 9)                2000
----------------------------------------------------------------------------------------------------------------------------
                                                                                                 (in thousands)
<S>                                                                                       <C>                    <C>
Property, plant and equipment:
  Utility -
    Plant in service -
      Electric                                                                            $4,921,591             $5,203,069
      Gas                                                                                    576,863                574,390
      Other                                                                                  480,354                474,116
                                                                                   ------------------     ------------------
                                                                                           5,978,808              6,251,575
    Less - Accumulated depreciation                                                        3,218,055              3,296,546
                                                                                   ------------------     ------------------
                                                                                           2,760,753              2,955,029
    Construction work in progress                                                            141,829                130,856
    Nuclear fuel, net of amortization                                                         59,733                 61,935
                                                                                   ------------------     ------------------
                                                                                           2,962,315              3,147,820
  Other property, plant and equipment, net of accumulated
    depreciation and amortization of $219,707 and $209,072, respectively                     600,500                571,487
                                                                                   ------------------     ------------------
                                                                                           3,562,815              3,719,307
                                                                                   ------------------     ------------------

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

Current assets:
  Cash and temporary cash investments                                                        114,891                148,415
  Accounts receivable:
    Customer, less allowance for doubtful accounts
      of $4,056 and $3,762, respectively                                                     141,869                122,895
    Unbilled utility revenues                                                                 87,775                124,515
    Other, less allowance for doubtful accounts
      of $678 and $484, respectively                                                         121,210                 45,829
  Production fuel, at average cost                                                            36,258                 46,627
  Materials and supplies, at average cost                                                     56,273                 55,930
  Gas stored underground, at average cost                                                     13,119                 41,359
  Regulatory assets                                                                           20,656                 29,348
  Prepaid gross receipts tax                                                                  17,316                 23,088
  Other                                                                                       68,028                 72,975
                                                                                   ------------------     ------------------
                                                                                             677,395                710,981
                                                                                   ------------------     ------------------

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

Investments:
  Investment in available-for-sale securities of McLeodUSA Inc.                              350,081                569,951
  Investment in trading securities of McLeodUSA Inc.                                         135,861                220,912
  Investments in unconsolidated foreign entities                                             545,290                507,655
  Nuclear decommissioning trust funds                                                        308,364                307,940
  Other                                                                                      241,063                132,203
                                                                                   ------------------     ------------------
                                                                                           1,580,659              1,738,661
                                                                                   ------------------     ------------------

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

Other assets:
  Regulatory assets                                                                          264,689                270,779
  Deferred charges and other                                                                 282,487                294,038
                                                                                   ------------------     ------------------
                                                                                             547,176                564,817
                                                                                   ------------------     ------------------

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

Total assets                                                                              $6,368,045             $6,733,766
                                                                                   ==================     ==================

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                                       ALLIANT ENERGY CORPORATION
                                                CONSOLIDATED BALANCE SHEETS (Continued)

                                                                                      March 31,
                                                                                        2001
                                                                                     (Unaudited)
                                                                                       Restated                 December 31,
CAPITALIZATION AND LIABILITIES                                                       (See Note 9)                   2000
-------------------------------------------------------------------------------------------------------------------------------
                                                                                   (in thousands, except share amounts)
<S>                                                                                     <C>                         <C>
Capitalization:
  Common stock - $0.01 par value - authorized 200,000,000 shares;
    outstanding 79,055,349 and 79,010,114 shares, respectively                                $791                        $790
  Additional paid-in capital                                                               950,554                     947,504
  Retained earnings                                                                        787,872                     818,162
  Accumulated other comprehensive income                                                   100,722                     271,867
  Shares in deferred compensation trust - 64,589 and 28,825 shares,
    respectively, at an average cost of $30.78 and $29.52 per share,
    respectively                                                                            (1,988)                       (851)
                                                                            -----------------------     -----------------------
       Total common equity                                                               1,837,951                   2,037,472
                                                                            -----------------------     -----------------------

  Cumulative preferred stock of subsidiaries, net                                          113,830                     113,790
  Long-term debt (excluding current portion)                                             2,233,430                   1,910,116
                                                                            -----------------------     -----------------------
                                                                                         4,185,211                   4,061,378
                                                                            -----------------------     -----------------------
-------------------------------------------------------------------------------------------------------------------------------

Current liabilities:
  Current maturities and sinking funds                                                      91,400                      92,477
  Variable rate demand bonds                                                                55,100                      55,100
  Commercial paper                                                                         164,610                     283,885
  Notes payable                                                                                 86                      50,067
  Other short-term borrowings                                                               56,954                     110,783
  Accounts payable                                                                         228,125                     296,959
  Accrued taxes                                                                            115,743                      87,484
  Other                                                                                    188,063                     177,580
                                                                            -----------------------     -----------------------
                                                                                           900,081                   1,154,335
                                                                            -----------------------     -----------------------

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

Other long-term liabilities and deferred credits:
  Accumulated deferred income taxes                                                        817,278                     931,675
  Accumulated deferred investment tax credits                                               63,004                      67,364
  Derivative liability                                                                     101,073                     181,925
  Pension and other benefit obligations                                                     67,040                      65,399
  Environmental liabilities                                                                 63,327                      64,532
  Other                                                                                    171,031                     207,158
                                                                            -----------------------     -----------------------
                                                                                         1,282,753                   1,518,053
                                                                            -----------------------     -----------------------

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

Total capitalization and liabilities                                                    $6,368,045                  $6,733,766
                                                                            =======================     =======================

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>
                                                ALLIANT ENERGY CORPORATION
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                                    For the Three Months Ended March 31,
                                                                                         2001
                                                                                       Restated
                                                                                     (See Note 9)                   2000
----------------------------------------------------------------------------------------------------------------------------
                                                                                             (in thousands)
<S>                                                                                        <C>                      <C>
Cash flows from operating activities:
  Net income                                                                                $9,199                  $19,320
  Adjustments to reconcile net income to net cash flows
    from operating activities:
    Depreciation and amortization                                                           84,622                   75,911
    Amortization of nuclear fuel                                                             5,421                    4,841
    Amortization of deferred energy efficiency expenditures                                  7,952                    7,280
    Deferred tax benefits and investment tax credits                                       (16,522)                 (20,075)
    Gains on dispositions of assets, net                                                    (1,558)                 (10,644)
    Equity (income) loss from unconsolidated investments, net                                7,073                   (1,143)
    Contingent interest on indexed senior notes                                                  -                   39,493
    Cumulative effect of a change in accounting principle, net of tax                       12,868                      -
    Other                                                                                    5,224                     (719)
  Other changes in assets and liabilities:
    Accounts receivable                                                                     11,839                   16,488
    Gas stored underground                                                                  28,240                   17,218
    Accounts payable                                                                       (62,774)                 (23,874)
    Accrued interest                                                                         7,753                   13,987
    Accrued taxes                                                                           28,259                   26,366
    Benefit obligations and other                                                           32,140                   21,270
                                                                              ---------------------    ---------------------
       Net cash flows from operating activities                                            159,736                  185,719
                                                                              ---------------------    ---------------------
----------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
    Common stock dividends declared                                                        (39,489)                 (39,498)
    Net change in Resources' credit facility                                                97,500                   (4,848)
    Proceeds from issuance of exchangeable senior notes                                          -                  402,500
    Proceeds from issuance of other long-term debt                                         201,140                  108,457
    Reductions in other long-term debt                                                        (546)                 (51,672)
    Net change in other short-term borrowings                                             (243,428)                (119,032)
    Other                                                                                   (5,794)                 (15,446)
                                                                              ---------------------    ---------------------
        Net cash flows from financing activities                                             9,383                  280,461
                                                                              ---------------------    ---------------------
 ----------------------------------------------------------------------------------------------------------------------------
Cash flows used for investing activities:
    Construction and acquisition expenditures:
       Utility                                                                             (60,461)                 (60,447)
       Non-regulated businesses and other                                                 (129,823)                (457,213)
    Nuclear decommissioning trust funds                                                    (15,437)                 (15,437)
    Proceeds from dispositions of assets                                                     8,365                   11,054
    Other                                                                                   (5,287)                 (10,306)
                                                                              ---------------------    ---------------------
       Net cash flows used for investing activities                                       (202,643)                (532,349)
                                                                              ---------------------    ---------------------
 ----------------------------------------------------------------------------------------------------------------------------
Net decrease in cash and temporary cash investments                                        (33,524)                 (66,169)
                                                                              ---------------------    ---------------------
----------------------------------------------------------------------------------------------------------------------------
Cash and temporary cash investments at beginning of period                                 148,415                  113,669
                                                                              ---------------------    ---------------------
----------------------------------------------------------------------------------------------------------------------------
Cash and temporary cash investments at end of period                                      $114,891                  $47,500
                                                                              =====================    =====================
----------------------------------------------------------------------------------------------------------------------------
Supplemental cash flow information:
    Cash paid during the period for:
       Interest                                                                            $41,455                  $25,795
                                                                              =====================    =====================
       Income taxes                                                                         $5,881                   $3,092
                                                                              =====================    =====================
    Noncash investing and financing activities:
       Capital lease obligations incurred                                                   $3,220                     $222
                                                                              =====================    =====================
----------------------------------------------------------------------------------------------------------------------------

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       6
<PAGE>

                    ALLIANT ENERGY CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 1. The interim consolidated financial statements included herein
    have been prepared by Alliant Energy, without audit, pursuant
    to the rules and regulations of the SEC.  Accordingly, certain
    information and footnote disclosures normally included in
    financial statements prepared in accordance with generally
    accepted accounting principles have been condensed or omitted,
    although management believes that the disclosures are adequate
    to make the information presented not misleading.  The
    consolidated financial statements include Alliant Energy and
    its consolidated subsidiaries (including IESU, WP&L, IPC,
    Resources and Corporate Services).  These financial statements
    should be read in conjunction with the financial statements
    and the notes thereto included in Alliant Energy's, IESU's and
    WP&L's latest Annual Report on Form 10-K.

    In the opinion of management, all adjustments, which are
    normal and recurring in nature, necessary for a fair
    presentation of (a) the consolidated results of operations for
    the three months ended March 31, 2001 and 2000, (b) the
    consolidated financial position at March 31, 2001 and December
    31, 2000, and (c) the consolidated statement of cash flows for
    the three months ended March 31, 2001 and 2000, have been
    made.  Because of the seasonal nature of IESU's, WP&L's and
    IPC's operations, results for the three months ended March 31,
    2001 are not necessarily indicative of results that may be
    expected for the year ending December 31, 2001.  Certain prior
    period amounts have been reclassified on a basis consistent
    with the 2001 presentation.

2.  Alliant Energy's comprehensive income (loss), and the
    components of other comprehensive income (loss), net of taxes,
    for the three months ended March 31 were as follows (in
    thousands):
<TABLE>
<CAPTION>
                                                                                       2001            2000
                                                                                   ----------------------------
<S>                                                                                   <C>             <C>
  Net income                                                                           $9,199         $19,320

    Other comprehensive income (loss):
       Unrealized gains (losses) on securities:
         Unrealized holding gains (losses) arising during period, net of tax (1)     (127,620)        284,458
         Less:  reclassification adjustment for gains included in net
           income, net of tax (2)                                                         --            6,328
                                                                                   -------------    ------------
       Net unrealized gains (losses) on securities                                   (127,620)        278,130
                                                                                   -------------    ------------

       Foreign currency translation adjustments                                       (47,592)            917
                                                                                   -------------    ------------

       Unrealized gains on derivatives qualified as hedges:
         Unrealized holding gains arising during period, net of tax                       270              --
         Less:  reclassification adjustment for losses included in net income,
           net of tax                                                                  (3,797)             --
                                                                                   -------------    ------------
       Net unrealized gains on qualifying derivatives                                   4,067              --
                                                                                   -------------    ------------

    Other comprehensive income (loss)                                                (171,145)        279,047

                                                                                   -------------    ------------
  Comprehensive income (loss)                                                       ($161,946)       $298,367
                                                                                   =============    ============
</TABLE>

(1)  Primarily  due to  quarterly  adjustments  to the  estimated  fair value of
     Alliant Energy's investment in McLeod.

(2)  The first  quarter 2000  earnings  included a pre-tax gain of $10.2 million
     ($0.08 per basic and  diluted  share)  from the sale of  450,000  shares of
     McLeod stock held by Alliant  Energy.  Alliant Energy still held beneficial
     ownership in  approximately  56 million  shares of McLeod stock as of March
     31, 2001.

                                       7
<PAGE>

3.   Various  differences  exist between segment  reporting  information for the
     non-regulated  businesses  and Resources'  information in Alliant  Energy's
     condensed  consolidating  financial  statements in  Note 10 due to  Alliant
     Energy's  investment in Cargill-Alliant  being recorded on Alliant Energy's
     parent's  books for legal  reporting,  but included with the  non-regulated
     businesses information for segment reporting (Alliant Energy considers this
     business as part of its non-regulated  business for management  reporting).
     The "Net income (loss)" line item was impacted.

     The "Net income (loss)" line item is not allocated to the
     electric and gas segments for management reporting purposes
     and therefore is included in "Other."  Intersegment revenues
     were not material to Alliant Energy's operations.  Certain
     financial information relating to Alliant Energy's significant
     business segments is presented below:
<TABLE>
<CAPTION>

                                                    Regulated Domestic Utilities                                       Alliant
                                            ---------------------------------------------    Non-regulated             Energy
                                             Electric      Gas       Other      Total         Businesses    Other   Consolidated
                                            --------------------------------------------------------------------------------------
                                                                             (in thousands)
      Three Months Ended
      March 31, 2001
      --------------
      <S>                                       <C>       <C>         <C>       <C>              <C>          <C>        <C>
      Operating revenues                     $411,943  $289,818     $10,796    $712,557        $140,912     ($756)     $852,713
      Operating income                         56,574    19,481         892      76,947          11,880       449        89,276
      Income (loss) before cumulative
       effect of a change in accounting
       principle, net of tax                                         33,328      33,328         (10,137)   (1,124)       22,067
      Cumulative effect of a change in
       accounting principle, net of tax                                 --          --          (12,868)       --       (12,868)
      Net income (loss)                                              33,328      33,328         (23,005)   (1,124)        9,199

      Three Months Ended
      March 31, 2000
      --------------
      Operating revenues                     $373,622  $130,134      $8,157    $511,913         $62,675     ($526)     $574,062
      Operating income (loss)                  63,839    18,850       1,780      84,469           3,943       (22)       88,390
      Net income (loss)                                              39,067      39,067         (16,112)   (3,635)       19,320
</TABLE>

    Resources' (i.e., the non-regulated businesses) assets decreased $320
    million during the first three months of 2001, primarily due to the
    decrease in market value of its investment in McLeod.  The non-regulated
    net loss for the three months ended March 31, 2001 included an after-tax
    non-cash SFAS 133 valuation charge of $24 million relating to Resources'
    equity method investment in Southern Hydro.  Refer to Notes 6 and 9 for
    additional information on Southern Hydro.  The non-regulated net loss for
    the three months ended March 31, 2000 included a $24.8 million after-tax
    non-cash charge to net income to recognize an increase in Alliant Energy's
    obligation relating to its 30-year exchangeable senior notes issued in
    February 2000 (the charge was subsequently reversed in its entirety in the
    second quarter of 2000).

4.  The provisions for income taxes are based on the estimated
    annual effective tax rate, which differs from the federal
    statutory rate of 35 percent principally due to: state income
    taxes, tax credits, effects of utility rate making and certain
    non-deductible expenses.

5.  In January 2001, Resources acquired a stake in a Brazilian
    electric utility.  As of March 31, 2001, the total investment
    in this Brazilian electric utility was approximately $100
    million, of which approximately $60 million was paid in
    January 2001 and the remainder is expected to be paid by the
    end of the first quarter of 2002.

    WP&L, including South Beloit, transferred its transmission
    assets with no gain or loss (approximate net book value of
    $177 million) to ATC on January 1, 2001.  WP&L currently
    expects to receive cash of $69 million in 2001 and at March
    31, 2001, had a $102 million equity investment in ATC, with an
    ownership percentage of approximately 26 percent.  WP&L
    accounts for its investment in ATC under the equity method.

                                       8
<PAGE>

6.  Alliant Energy continues to utilize derivative instruments to
    manage its exposures to various market risks as described in
    Alliant Energy's, IESU's and WP&L's Annual Report on Form 10-K
    for the year ended December 31, 2000.  The following
    information supplements, and should be read in conjunction
    with, Note 10(a) in Alliant Energy's "Notes to Consolidated
    Financial Statements" in the 2000 Annual Report on Form 10-K.

    For the three months ended March 31, 2001, there was no
    material earnings impact representing the amount of hedge
    ineffectiveness in accordance with SFAS 133, "Accounting for
    Derivative Instruments and Hedging Activities."  Alliant
    Energy did not exclude any components of the derivative
    instruments' gain or loss from the assessment of hedge
    effectiveness and there were no reclasses into earnings as a
    result of the discontinuance of hedges.  As of March 31, 2001,
    the maximum length of time over which Alliant Energy is
    hedging its exposure to the variability in future cash flows
    for forecasted transactions is 18 months and Alliant Energy
    estimates that gains of $0.4 million will be reclassified from
    accumulated other comprehensive income into earnings within
    the twelve months between April 1, 2001 and March 31, 2002 as
    the hedged transactions affect earnings.

    Included in "Miscellaneous, net" in Alliant Energy's
    Consolidated Statements of Income for the three months ended
    March 31, 2001 was expense of $85.1 million related to the
    change in value of the McLeod trading securities, partially
    offset by income of $80.9 million related to the change in
    value of the derivative component of the exchangeable senior
    notes.

    Southern Hydro, a foreign  affiliate of Alliant Energy  accounted for under
    the  equity  method  of  accounting,  enters  into  electricity  derivative
    contracts which have not been  designated in hedge  relationships,
    in order to manage the  electricity  commodity price risk
    associated with anticipated  sales into the spot market.  Beginning in
    2001, these instruments were recorded at their fair value as a component of
    "Investments  in  unconsolidated  foreign  entities"  on  the  Consolidated
    Balance  Sheets and changes in fair value were  recorded as a component  of
    "Equity (income) loss from unconsolidated  investments" in the Consolidated
    Statements of Income.

7.  In March 2001, IESU issued $200 million of senior unsecured
    debentures at a fixed interest rate of 6-3/4%, due 2011.  A
    portion of the net proceeds were used to repay short-term
    debt and a portion will be used to refinance $81.6 million of
    long-term debt maturing in 2001.

8.  A reconciliation of the weighted average common shares
    outstanding used in the basic and diluted earnings per share
    calculation for the three months ended March 31 was as
    follows:
<TABLE>
<CAPTION>
                                                             2001               2000
                                                        ----------------   ----------------
      Weighted average common shares outstanding:
         <S>                                                  <C>                <C>
           Basic earnings per share calculation             79,027,898         78,996,158
           Effect of dilutive securities                       170,384            275,217
                                                        ----------------   ----------------
           Diluted earnings per share calculation           79,198,282         79,271,375
                                                        ================   ================
</TABLE>

    For the three months ended March 31, 2001 and 2000, 1,068,128
    and 1,380,598 options, respectively, to purchase shares of
    common stock, with an average exercise price of $31.55 and
    $30.48, respectively, were excluded from the calculation of
    diluted earnings per share as the exercise prices were greater
    than the average market price.

9.  Southern Hydro owns and operates hydroelectric generation facilities in
    the state of Victoria in Australia.  These generation facilities operate as
    peaking units.  Under the rules of the Australian market, Southern Hydro
    must sell all of its production into a spot market in which the price
    changes every five minutes and is set on the average of each half hour.
    Electricity prices in this market can and have been very volatile.  In
    order to manage the electricity commodity price risk associated with
    anticipated sales into the spot market, Southern Hydro has entered into a
    variety of electricity derivative contracts with terms
    of up to five years.  The value of these derivative instruments
    can change significantly as a result of changes in forward electricity

                                       9
<PAGE>

    prices.  These instruments do not qualify for hedge accounting under SFAS
    133.  Accordingly, per U.S. generally accepted accounting principles,
    changes in the fair value of these derivatives, which are
    non-cash valuation adjustments, must be reported in Southern Hydro's
    earnings.  Alliant Energy's share of the cumulative effect of Southern
    Hydro's adoption of SFAS 133 at January 1, 2001 was a charge of $12.9
    million.  Alliant Energy's share of the change in fair value of these
    instruments reduced net income by $11.3 million for the quarter ended March
    31, 2001 and has been reflected in the Consolidated Statements of Income as
    a $17.4 million reduction in "Equity (income) loss from unconsolidated
    investments" and a $6.1 million reduction in "Income taxes."

    Alliant Energy's previously reported results for the three months ended
    March 31, 2001 were based on the assumption that Southern Hydro's
    electricity derivatives qualified for hedge accounting.  Alliant Energy
    prepared its quarterly financial statements during 2001 based on the
    independently prepared financial statements of Southern Hydro, which
    treated these derivatives as qualifying for hedge accounting under SFAS
    133.  Upon a further review of the accounting for such derivatives by
    Alliant Energy during the fourth quarter, it was determined the
    derivatives did not qualify for hedge accounting and that gains and losses
    attributable to changes in the fair value of these derivatives should have
    been recognized in Alliant Energy's earnings in the first three quarters
    of 2001.  As required by U.S. generally accepted accounting principles,
    all 2001 financial statements of Alliant Energy presented herein have been
    restated to reflect this change.  Alliant Energy's net income in 2000 and
    retained earnings as of January 1, 2000 were not impacted.  Details
    regarding the changes for Alliant Energy were as follows (dollars in
    thousands):

<TABLE>
<CAPTION>

                                                                          For the Three Months
                                                                          Ended March 31, 2001
                                                                    ----------------------------------
                                                                     As Originally
                                                                        Reported         Restated
                                                                    ---------------- -----------------
<S>                                                                        <C>                <C>
Consolidated Statement of Income
--------------------------------
Interest expense and other:
  Equity (income) loss from unconsolidated investments                  ($10,339)          $7,073
     Total interest expense and other                                     37,633           55,045
Income before income taxes                                                51,643           34,231
Income taxes                                                              18,258           12,164
Income before cumulative effect of a change in accounting
   principle, net of tax                                                  33,385           22,067
Cumulative effect of a change in accounting principle, net of tax             --          (12,868)
Net income                                                                33,385            9,199
Earnings per average common share (basic and diluted):
   Income before cumulative effect of a change
       in accounting principle                                             $0.42            $0.28
   Cumulative effect of a change in accounting principle                      --           ($0.16)
   Net income                                                              $0.42            $0.12

</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>
                                                                            March 31, 2001
                                                                   ----------------------------------
                                                                    As Originally
                                                                       Reported         Restated
                                                                   ----------------- ----------------
<S>                                                                         <C>             <C>
Consolidated Balance Sheet
--------------------------
ASSETS
Investments:
  Investments in unconsolidated foreign entities                          $577,961        $545,290
     Total investments                                                   1,613,330       1,580,659
Total assets                                                             6,400,716       6,368,045

CAPITALIZATION AND LIABILITIES
Capitalization:
  Retained earnings                                                        812,058         787,872
  Accumulated other comprehensive income                                    98,571         100,722
        Total common equity                                              1,859,986       1,837,951
            Total capitalization                                         4,207,246       4,185,211
Other long-term liabilities and deferred credits:
   Accumulated deferred income taxes                                       827,914         817,278
      Total other long-term liabilities and deferred credits             1,293,389       1,282,753
Total capitalization and liabilities                                     6,400,716       6,368,045

</TABLE>

<TABLE>
<CAPTION>
                                                                         For the Three Months
                                                                         Ended March 31, 2001
                                                                   ----------------------------------
                                                                    As Originally
                                                                       Reported         Restated
                                                                   ----------------- ----------------
<S>                                                                       <C>               <C>
Consolidated Statement of Cash Flows
------------------------------------
Cash flows from operating activities:
  Net income                                                            $33,385            $9,199
  Adjustments to reconcile net income to net cash flows
    from operating activities:
    Deferred tax benefits and investment tax credits                    (10,428)          (16,522)
    Equity (income) loss from unconsolidated investments, net           (10,339)            7,073
    Cumulative effect of a change in accounting principle,
      net of tax                                                             --            12,868

</TABLE>

10. Alliant Energy has fully and unconditionally guaranteed the
    payment of principal and interest on various debt issued by
    Resources and, as a result, is required to present condensed
    consolidating financial statements.  All other Alliant Energy
    subsidiaries are non-guarantors of Resources' debt issuances.
    Alliant Energy's condensed consolidating financial statements
    are as follows:

                                       11
<PAGE>
<TABLE>
<CAPTION>
                                                                Alliant Energy Corporation
                                                       Condensed Consolidating Statement of Income
                                                            Three Months Ended March 31, 2001
                                                                      (in thousands)
                                                       Alliant                         Other
                                                       Energy                          Alliant                          Consolidated
                                                       Parent                          Energy         Consolidating        Alliant
                                                      Company        Resources       Subsidiaries       Adjustments        Energy
                                                    --------------------------------------------------------------------------------
<S>                                                       <C>            <C>            <C>               <C>                <C>
Operating revenues:
 Electric utility                                         $--            $--          $411,943              $--            $411,943
 Gas utility                                               --             --           289,818               --             289,818
 Non-regulated and other                                   --         140,912           65,904          (55,864)            150,952
                                                     -------------------------------------------------------------------------------
                                                           --         140,912          767,665          (55,864)            852,713
                                                     -------------------------------------------------------------------------------
Operating expenses:
 Electric and steam production fuels                       --             --            75,184               --              75,184
 Purchased power                                           --             --            98,733               --              98,733
 Cost of utility gas sold                                  --             --           238,258               --             238,258
 Other operation and maintenance                           --         109,311          182,868          (53,983)            238,196
 Depreciation and amortization                             --          15,168           69,454               --              84,622
 Taxes other than income taxes                             --           4,553           25,832           (1,941)             28,444
                                                     -------------------------------------------------------------------------------
                                                           --         129,032          690,329          (55,924)            763,437
                                                     -------------------------------------------------------------------------------
Operating income                                           --          11,880           77,336               60              89,276
                                                     -------------------------------------------------------------------------------
Interest expense and other:
 Interest expense                                        5,018         18,177           31,401           (4,852)             49,744
 Equity (income) loss in unconsolidated subsidiaries    (3,003)        15,015           (4,939)              --               7,073
 Allowance for funds used during construction              --             --            (2,302)              --              (2,302)
 Preferred dividend requirements of subsidiaries           --             --             1,680               --               1,680
 Miscellaneous, net                                    (11,127)           732           (4,009)          13,254              (1,150)
                                                     -------------------------------------------------------------------------------
                                                        (9,112)        33,924           21,831            8,402              55,045
                                                     -------------------------------------------------------------------------------
Income (loss) before income taxes                        9,112        (22,044)          55,505           (8,342)             34,231
                                                     -------------------------------------------------------------------------------
Income tax expense (benefit)                               (87)        (9,955)          22,147               59              12,164
                                                     -------------------------------------------------------------------------------
Income (loss) before cumulative effect of a change
 in accounting principle, net of tax                     9,199        (12,089)          33,358           (8,401)             22,067
                                                     -------------------------------------------------------------------------------
Cumulative effect of a change in accounting
 principle, net of tax                                     --         (12,868)            --                 --             (12,868)
                                                     -------------------------------------------------------------------------------
Net income (loss)                                       $9,199       ($24,957)         $33,358          ($8,401)             $9,199
                                                     ===============================================================================

                                       12
<PAGE>


                                                                   Alliant Energy Corporation
                                                           Condensed Consolidating Statement of Income
                                                                Three Months Ended March 31, 2000
                                                                         (in thousands)

                                                       Alliant                              Other
                                                        Energy                             Alliant                      Consolidated
                                                        Parent                             Energy        Consolidating       Alliant
                                                       Company           Resources      Subsidiaries      Adjustments         Energy
                                                 -----------------------------------------------------------------------------------
Operating revenues:
  Electric utility                                         $--              $--           $373,622            $--          $373,622
  Gas utility                                               --               --            130,134             --           130,134
  Non-regulated and other                                   --           62,676             54,495        (46,865)           70,306
                                                 -----------------------------------------------------------------------------------
                                                            --           62,676            558,251        (46,865)          574,062
                                                 -----------------------------------------------------------------------------------

Operating expenses:
  Electric and steam production fuels                       --               --             69,272             --            69,272
  Purchased power                                           --               --             62,345             --            62,345
  Cost of utility gas sold                                  --               --             82,113             --            82,113
  Other operation and maintenance                           62           47,421            167,041        (44,846)          169,678
  Depreciation and amortization                             --            7,998             67,913             --            75,911
  Taxes other than income taxes                             --            3,314             24,984         (1,945)           26,353
                                                 -----------------------------------------------------------------------------------
                                                            62           58,733            473,668        (46,791)          485,672
                                                 -----------------------------------------------------------------------------------

Operating income (loss)                                    (62)           3,943             84,583            (74)           88,390
                                                 -----------------------------------------------------------------------------------

Interest expense and other:
  Interest expense                                       3,627           11,364             30,176         (4,549)           40,618
  Contingent interest on indexed senior notes               --           39,493                 --             --            39,493
  Equity income in unconsolidated subsidiaries            (148)            (903)               (92)            --            (1,143)
  Allowance for funds used during construction              --               --             (1,754)            --            (1,754)
  Preferred dividend requirements of subsidiaries           --               --              1,678             --             1,678
  Gain on sale of McLeodUSA Inc. stock                      --          (10,206)                --             --           (10,206)
  Miscellaneous, net                                   (25,246)          (3,449)           (10,767)        27,408           (12,054)
                                                 -----------------------------------------------------------------------------------
                                                       (21,767)          36,299             19,241         22,859            56,632
                                                 -----------------------------------------------------------------------------------

Income (loss) before income taxes                       21,705          (32,356)            65,342        (22,933)           31,758
                                                 -----------------------------------------------------------------------------------

Income tax expense (benefit)                             2,385          (16,148)            26,275            (74)           12,438
                                                 -----------------------------------------------------------------------------------

Net income (loss)                                      $19,320         ($16,208)           $39,067       ($22,859)          $19,320
                                                 ===================================================================================
</TABLE>

                                       13
<PAGE>

<TABLE>
<CAPTION>
                                                                   Alliant Energy Corporation
                                                              Condensed Consolidating Balance Sheet
                                                                      As of March 31, 2001
                                                                         (in thousands)

                                                         Alliant                             Other
                                                          Energy                            Alliant                     Consolidated
                                                          Parent                             Energy       Consolidating    Alliant
                                                         Company           Resources      Subsidiaries     Adjustments     Energy
                                                    --------------------------------------------------------------------------------
<S>                                                        <C>              <C>          <C>                 <C>         <C>
ASSETS
Property, plant and equipment:
  Utility -
    Plant in service -
      Electric                                              $--              $--         $4,921,591           $--        $4,921,591
      Other                                                  --               --          1,057,217            --         1,057,217
                                                    --------------------------------------------------------------------------------
                                                             --               --          5,978,808            --         5,978,808
    Less - Accumulated depreciation                          --               --          3,218,055            --         3,218,055
    Construction work in progress                            --               --            141,829            --           141,829
    Nuclear fuel, net of amortization                        --               --             59,733            --            59,733
  Other property, plant and equipment, net                   --           576,388            24,223           (111)         600,500
                                                    --------------------------------------------------------------------------------
                                                             --           576,388         2,986,538           (111)       3,562,815
                                                    --------------------------------------------------------------------------------

Current assets:
  Accounts receivable, net                                2,406           103,977           313,514        (69,043)         350,854
  Production fuel, at average cost                           --               575            35,683            --            36,258
  Materials and supplies, at average cost                    --             2,041            54,232            --            56,273
  Gas stored underground, at average cost                    --             1,276            11,843            --            13,119
  Regulatory assets                                          --               --             20,656            --            20,656
  Prepaid gross receipt tax                                  --               --             17,316            --            17,316
  Other                                                  36,056           110,021           151,720       (114,878)         182,919
                                                    --------------------------------------------------------------------------------
                                                         38,462           217,890           604,964       (183,921)         677,395
                                                    --------------------------------------------------------------------------------

Investments:
  Consolidated subsidiaries                           1,857,466               --               --       (1,857,466)             --
  Investment in available-for-sale securities of
    McLeodUSA Inc.                                           --           350,081              --              --           350,081
  Investment in trading securities of McLeodUSA Inc.         --           135,861              --              --           135,861
  Other                                                  33,668           621,661           439,388            --         1,094,717
                                                    --------------------------------------------------------------------------------
                                                      1,891,134         1,107,603           439,388     (1,857,466)       1,580,659
                                                    --------------------------------------------------------------------------------

                                                    --------------------------------------------------------------------------------
Deferred charges and other                                   --            90,837           456,339            --           547,176
                                                    --------------------------------------------------------------------------------

Total assets                                         $1,929,596        $1,992,718        $4,487,229    ($2,041,498)      $6,368,045
                                                    ================================================================================
</TABLE>


                                       14
<PAGE>

<TABLE>
<CAPTION>
                                                                     Alliant Energy Corporation
                                                          Condensed Consolidating Balance Sheet (Continued)
                                                                        As of March 31, 2001
                                                                           (in thousands)


                                                          Alliant                        Other
                                                          Energy                        Alliant                         Consolidated
                                                          Parent                        Energy        Consolidating       Alliant
                                                         Company       Resources     Subsidiaries      Adjustments         Energy
                                                     -------------------------------------------------------------------------------
CAPITALIZATION AND LIABILITIES
Capitalization:
<S>                                                       <C>            <C>            <C>              <C>               <C>
  Common stock and additional paid-in capital             $951,345       $232,743       $753,458         ($986,201)        $951,345
  Retained earnings                                        787,976        149,055        722,211          (871,370)         787,872
  Accumulated other comprehensive income                      --          100,685             37             --             100,722
  Shares in deferred compensation trust                     (1,988)          --            --                --              (1,988)
                                                     -------------------------------------------------------------------------------
       Total common equity                               1,737,333        482,483      1,475,706        (1,857,571)       1,837,951
                                                     -------------------------------------------------------------------------------

  Cumulative preferred stock of subsidiaries, net             --             --          113,830                 --         113,830
  Long-term debt (excluding current portion)                24,000        854,922      1,354,508                 --       2,233,430
                                                     -------------------------------------------------------------------------------
                                                         1,761,333      1,337,405      2,944,044        (1,857,571)       4,185,211
                                                     -------------------------------------------------------------------------------

Current liabilities:
  Commercial paper                                         164,610           --            --                --             164,610
  Notes payable                                               --               86          --                --                  86
  Other short-term borrowings                                 --           56,954          --                --              56,954
  Accrued taxes                                               --           19,997         95,746             --             115,743
  Other                                                      1,835        108,781        635,993          (183,921)         562,688
                                                     -------------------------------------------------------------------------------
                                                           166,445        185,818        731,739          (183,921)         900,081
                                                     -------------------------------------------------------------------------------

Other long-term liabilities and deferred credits:
  Accumulated deferred income taxes                         (6,563)       312,151        511,690             --             817,278
  Derivative liability                                        --          101,073          --                --             101,073
  Other                                                      8,381         56,271        299,756                (6)         364,402
                                                     -------------------------------------------------------------------------------
                                                             1,818        469,495        811,446                (6)       1,282,753
                                                     -------------------------------------------------------------------------------

Total capitalization and liabilities                    $1,929,596     $1,992,718     $4,487,229       ($2,041,498)      $6,368,045
                                                     ===============================================================================
</TABLE>

                                       15
<PAGE>

<TABLE>
<CAPTION>
                                                                    Alliant Energy Corporation
                                                               Condensed Consolidating Balance Sheet
                                                                      As of December 31, 2000
                                                                          (in thousands)

                                                          Alliant                             Other
                                                          Energy                             Alliant                    Consolidated
                                                          Parent                             Energy       Consolidating    Alliant
                                                          Company         Resources       Subsidiaries     Adjustments     Energy
                                                      ------------------------------------------------------------------------------
<S>                                                          <C>            <C>           <C>                   <C>       <C>
ASSETS
 Property, plant and equipment:
   Utility -
     Plant in service -
       Electric                                               $--            $--          $5,203,069             $--      $5,203,069
       Other                                                   --             --           1,048,506              --       1,048,506
                                                      ------------------------------------------------------------------------------
                                                               --             --           6,251,575              --       6,251,575
     Less - Accumulated depreciation                           --             --           3,296,546              --       3,296,546
     Construction work in progress                             --             --             130,856              --         130,856
     Nuclear fuel, net of amortization                         --             --              61,935              --          61,935
   Other property, plant and equipment, net                    --         553,911             17,687            (111)        571,487
                                                      ------------------------------------------------------------------------------
                                                               --         553,911          3,165,507            (111)      3,719,307
                                                      ------------------------------------------------------------------------------

 Current assets:
   Accounts receivable, net                                   224          98,932            194,083              --         293,239
   Production fuel, at average cost                            --           1,379             45,248              --          46,627
   Materials and supplies, at average cost                     --           2,086             53,844              --          55,930
   Gas stored underground, at average cost                     --           2,983             38,376              --          41,359
   Regulatory assets                                           --             --              29,348              --          29,348
   Prepaid gross receipt tax                                   --             --              23,088              --          23,088
   Other                                                  223,933         178,461            131,641        (312,645)        221,390
                                                      ------------------------------------------------------------------------------
                                                          224,157         283,841            515,628        (312,645)        710,981
                                                      ------------------------------------------------------------------------------

 Investments:
   Consolidated subsidiaries                            1,884,976             --                  --      (1,884,976)            --
   Investment in available-for-sale securities of
     McLeodUSA Inc.                                            --         569,951                 --              --         569,951
   Investment in trading securities of McLeodUSA Inc.          --         220,912                 --              --         220,912
   Other                                                   30,511         579,803            337,484              --         947,798
                                                      ------------------------------------------------------------------------------
                                                        1,915,487       1,370,666            337,484      (1,884,976)      1,738,661
                                                      ------------------------------------------------------------------------------

                                                      ------------------------------------------------------------------------------
 Deferred charges and other                                    --         104,339            460,478              --         564,817
                                                      ------------------------------------------------------------------------------

 Total assets                                          $2,139,644      $2,312,757         $4,479,097     ($2,197,732)     $6,733,766
                                                      ==============================================================================
</TABLE>

                                       16
<PAGE>

<TABLE>
<CAPTION>
                                                                    Alliant Energy Corporation
                                                          Condensed Consolidating Balance Sheet (Continued)
                                                                       As of December 31, 2000
                                                                            (in thousands)

                                                          Alliant                             Other
                                                           Energy                            Alliant                    Consolidated
                                                           Parent                            Energy     Consolidating      Alliant
                                                          Company         Resources       Subsidiaries   Adjustments      Energy
                                                    --------------------------------------------------------------------------------
 <S>                                                        <C>             <C>              <C>            <C>             <C>
CAPITALIZATION AND LIABILITIES
 Capitalization:
   Common stock and additional paid-in capital             $948,294        $232,684         $753,392       ($986,076)      $948,294
   Retained earnings                                        818,266         174,012          724,889        (899,005)       818,162
   Accumulated other comprehensive income                       --          276,591           (4,724)              --       271,867
   Shares in deferred compensation trust                       (851)           --               --                 --          (851)
                                                    --------------------------------------------------------------------------------
        Total common equity                               1,765,709         683,287        1,473,557      (1,885,081)     2,037,472
                                                    --------------------------------------------------------------------------------

   Cumulative preferred stock of subsidiaries, net              --             --            113,790               --       113,790
   Long-term debt (excluding current portion)                24,000         731,736        1,154,380               --     1,910,116
                                                    --------------------------------------------------------------------------------
                                                          1,789,709       1,415,023        2,741,727      (1,885,081)     4,061,378
                                                    --------------------------------------------------------------------------------

 Current liabilities:
   Commercial paper                                         283,885            --               --                 --       283,885
   Notes payable                                             50,000              67             --                 --        50,067
   Other short-term borrowings                                  --          110,783             --                 --       110,783
   Accrued taxes                                                --           21,916           65,568               --        87,484
   Other                                                     13,681         113,639          807,441        (312,645)       622,116
                                                    --------------------------------------------------------------------------------
                                                            347,566         246,405          873,009        (312,645)     1,154,335
                                                    --------------------------------------------------------------------------------

 Other long-term liabilities and deferred credits:
   Accumulated deferred income taxes                         (6,415)        411,614          526,476               --       931,675
   Derivative liability                                         --          181,925             --                 --       181,925
   Other                                                      8,784          57,790          337,885              (6)       404,453
                                                    --------------------------------------------------------------------------------
                                                              2,369         651,329          864,361              (6)     1,518,053
                                                    --------------------------------------------------------------------------------

 Total capitalization and liabilities                    $2,139,644      $2,312,757       $4,479,097     ($2,197,732)    $6,733,766
                                                    ================================================================================
</TABLE>

                                       17
<PAGE>

<TABLE>
<CAPTION>
                                                                          Alliant Energy Corporation
                                                                 Condensed Consolidating Statement of Cash Flows
                                                                        Three Months Ended March 31, 2001
                                                                                 (in thousands)

                                                                     Alliant                     Other
                                                                      Energy                    Alliant                 Consolidated
                                                                     Parent                     Energy    Consolidating   Alliant
                                                                    Company     Resources    Subsidiaries  Adjustments     Energy
                                                                --------------------------------------------------------------------

<S>                                                                    <C>           <C>         <C>          <C>          <C>
Net cash flows from (used for) operating activities                   $20,926       $26,796     $146,371     ($34,357)    $159,736
                                                                --------------------------------------------------------------------

Cash flows from (used for) financing activities:
    Common stock dividends declared                                   (39,489)          --       (36,037)      36,037      (39,489)
    Net change in Resources' credit facility                              --         97,500           --           --       97,500
    Proceeds from issuance of other long-term debt                        --          1,140      200,000           --      201,140
    Net change in other short-term borrowings                          34,068       (74,153)    (100,687)    (102,656)    (243,428)
    Other                                                                 680          (540)      (8,035)       1,555       (6,340)
                                                                --------------------------------------------------------------------
       Net cash flows from (used for) financing activities             (4,741)       23,947       55,241      (65,064)       9,383
                                                                --------------------------------------------------------------------

Cash flows from (used for) investing activities:
    Construction and acquisition expenditures:
       Utility                                                            --            --       (60,461)          --      (60,461)
       Non-regulated businesses and other                                 --       (123,121)      (6,702)          --     (129,823)
    Other                                                               3,309         9,691      (22,034)      (3,325)     (12,359)
                                                                --------------------------------------------------------------------
       Net cash flows from (used for) investing activities              3,309      (113,430)     (89,197)      (3,325)    (202,643)
                                                                --------------------------------------------------------------------

Net increase (decrease) in cash and temporary
    cash investments                                                   19,494       (62,687)     112,415     (102,746)     (33,524)
                                                                --------------------------------------------------------------------
Cash and temporary cash investments at beginning of period                574       133,957       13,884           --      148,415
                                                                --------------------------------------------------------------------
Cash and temporary cash investments at end of period                  $20,068       $71,270     $126,299    ($102,746)    $114,891
                                                                ====================================================================

Supplemental cash flow information:
    Cash paid during the period for:
       Interest                                                        $4,783       $13,689      $22,983          $--      $41,455
                                                                ====================================================================
       Income taxes                                                    $1,000          $439       $4,442          $--       $5,881
                                                                ====================================================================
    Noncash investing and financing activities:
       Capital lease obligations incurred                               $--           $--         $3,220          $--       $3,220
                                                                ====================================================================
</TABLE>

                                       18
<PAGE>

<TABLE>
<CAPTION>
                                                                    Alliant Energy Corporation
                                                          Condensed Consolidating Statement of Cash Flows
                                                                 Three Months Ended March 31, 2000
                                                                           (in thousands)

                                                               Alliant                         Other
                                                                Energy                        Alliant                   Consolidated
                                                                Parent                        Energy      Consolidating     Alliant
                                                               Company       Resources     Subsidiaries    Adjustments       Energy
                                                            ------------------------------------------------------------------------

<S>                                                                <C>              <C>          <C>            <C>            <C>
Net cash flows from (used for) operating activities            $21,411          $1,840       $186,970       ($24,502)      $185,719
                                                            ------------------------------------------------------------------------

Cash flows from (used for) financing activities:
    Common stock dividends declared                            (39,498)            --         (20,085)        20,085        (39,498)
    Proceeds from issuance of exchangeable senior notes             --         402,500            --              --        402,500
    Proceeds from issuance of other long-term debt                  --           8,457        100,000             --        108,457
    Reductions in other long-term debt                              --            (672)       (51,000)            --        (51,672)
    Net change in other short-term borrowings                   (4,928)             10       (114,079)           (35)      (119,032)
    Other                                                          474         (17,569)        (4,692)         1,493        (20,294)
                                                            ------------------------------------------------------------------------
       Net cash flows from (used for) financing activities     (43,952)        392,726        (89,856)        21,543        280,461
                                                            ------------------------------------------------------------------------

Cash flows from (used for) investing activities:
    Construction and acquisition expenditures:
       Utility                                                      --             --         (60,447)            --        (60,447)
       Non-regulated businesses and other                           --        (455,553)        (1,660)            --       (457,213)
    Other                                                       (2,975)          8,400        (23,073)         2,959        (14,689)
                                                            ------------------------------------------------------------------------
       Net cash flows from (used for) investing activities      (2,975)       (447,153)       (85,180)         2,959       (532,349)
                                                            ------------------------------------------------------------------------

Net increase (decrease) in cash and temporary
    cash investments                                           (25,516)        (52,587)        11,934             --        (66,169)
                                                            ------------------------------------------------------------------------
Cash and temporary cash investments at beginning of period      28,647          65,086         19,936             --        113,669
                                                            ------------------------------------------------------------------------
Cash and temporary cash investments at end of period            $3,131         $12,499        $31,870            $--        $47,500
                                                            ========================================================================

Supplemental cash flow information:
    Cash paid during the period for:
       Interest                                                 $3,262          $1,720        $20,813            $--        $25,795
                                                            ========================================================================
       Income taxes                                             $1,014            $204         $1,874            $--         $3,092
                                                            ========================================================================
    Noncash investing and financing activities:
       Capital lease obligations incurred                         $--              $--           $222            $--           $222
                                                            ========================================================================
</TABLE>

                                       19
<PAGE>

<TABLE>
<CAPTION>
                                                            IES UTILITIES INC.
                                              CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                                                                                     For the Three Months Ended March 31,
                                                                                      2001                         2000
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 (in thousands)
<S>                                                                                         <C>                          <C>
Operating revenues:
  Electric utility                                                                          $155,131                     $145,708
  Gas utility                                                                                127,196                       59,429
  Steam and other                                                                              9,643                        6,987
                                                                             ------------------------     ------------------------
                                                                                             291,970                      212,124
                                                                             ------------------------     ------------------------

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

Operating expenses:
  Electric and steam production fuels                                                         26,752                       32,639
  Purchased power                                                                             32,826                       13,422
  Cost of gas sold                                                                           103,503                       38,074
  Other operation and maintenance                                                             59,623                       53,766
  Depreciation and amortization                                                               27,526                       26,850
  Taxes other than income taxes                                                               10,956                       11,875
                                                                              -----------------------     ------------------------
                                                                                             261,186                      176,626
                                                                              -----------------------     ------------------------

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

Operating income                                                                              30,784                       35,498
                                                                             ------------------------     ------------------------

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

Interest expense and other:
  Interest expense                                                                            13,101                       13,011
  Allowance for funds used during construction                                                  (989)                        (490)
  Miscellaneous, net                                                                          (2,052)                      (4,750)
                                                                             ------------------------     ------------------------
                                                                                              10,060                        7,771
                                                                             ------------------------     ------------------------

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

Income before income taxes                                                                    20,724                       27,727
                                                                             ------------------------     ------------------------

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

Income taxes                                                                                   8,031                       11,616
                                                                             ------------------------     ------------------------

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

Net income                                                                                    12,693                       16,111
                                                                             ------------------------     ------------------------

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

Preferred dividend requirements                                                                  229                          229
                                                                             ------------------------     ------------------------

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

Earnings available for common stock                                                          $12,464                      $15,882
                                                                             ========================     ========================

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       20
<PAGE>


<TABLE>
<CAPTION>
                                                      IES UTILITIES INC.
                                                  CONSOLIDATED BALANCE SHEETS

                                                                                          March 31,
                                                                                             2001               December 31,
ASSETS                                                                                   (Unaudited)                2000
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                   (in thousands)
<S>                                                                                           <C>                    <C>
Property, plant and equipment:
  Utility -
    Plant in service -
      Electric                                                                                $2,264,230             $2,253,695
      Gas                                                                                        222,891                221,949
      Steam                                                                                       59,554                 59,416
      Common                                                                                     147,640                146,536
                                                                                      -------------------    -------------------
                                                                                               2,694,315              2,681,596
    Less - Accumulated depreciation                                                            1,419,838              1,392,766
                                                                                      -------------------    -------------------
                                                                                               1,274,477              1,288,830
    Construction work in progress                                                                 67,218                 58,352
    Leased nuclear fuel, net of amortization                                                      45,057                 45,836
                                                                                      -------------------    -------------------
                                                                                               1,386,752              1,393,018
  Other property, plant and equipment, net of accumulated
    depreciation and amortization of $2,321 and $2,239, respectively                               6,107                  6,189
                                                                                      -------------------    -------------------
                                                                                               1,392,859              1,399,207
                                                                                      -------------------    -------------------

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

Current assets:
  Cash and temporary cash investments                                                             10,400                  6,755
  Temporary cash investments with associated companies                                           102,746                      -
  Accounts receivable:
    Customer, less allowance for doubtful accounts
      of $665 and $587, respectively                                                              54,296                 54,660
    Associated companies                                                                           2,454                  2,696
    Other, less allowance for doubtful accounts
      of $563 and $373, respectively                                                               7,649                 17,329
  Production fuel, at average cost                                                                10,720                 11,088
  Materials and supplies, at average cost                                                         26,763                 26,232
  Gas stored underground, at average cost                                                          3,230                 19,290
  Adjustment clause balances                                                                      10,808                 14,776
  Regulatory assets                                                                                9,951                 14,839
  Prepayments and other                                                                            3,559                  3,442
                                                                                      -------------------    -------------------
                                                                                                 242,576                171,107
                                                                                      -------------------    -------------------

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

Investments:
  Nuclear decommissioning trust funds                                                            112,697                112,172
  Other                                                                                            6,276                  6,276
                                                                                      -------------------    -------------------
                                                                                                 118,973                118,448
                                                                                      -------------------    -------------------

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

Other assets:
  Regulatory assets                                                                              116,382                117,574
  Deferred charges and other                                                                      15,193                 12,970
                                                                                      -------------------    -------------------
                                                                                                 131,575                130,544
                                                                                      -------------------    -------------------

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

Total assets                                                                                  $1,885,983             $1,819,306
                                                                                      ===================    ===================

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       21
<PAGE>

<TABLE>
<CAPTION>
                                                          IES UTILITIES INC.
                                               CONSOLIDATED BALANCE SHEETS (Continued)

                                                                                  March 31,
                                                                                    2001                  December 31,
CAPITALIZATION AND LIABILITIES                                                   (Unaudited)                  2000
---------------------------------------------------------------------------------------------------------------------------
                                                                                 (in thousands, except share amounts)
<S>                                                                                      <C>                       <C>
Capitalization:
  Common stock - $2.50 par value - authorized 24,000,000
    shares; 13,370,788 shares outstanding                                                $33,427                   $33,427
  Additional paid-in capital                                                             279,042                   279,042
  Retained earnings                                                                      265,634                   267,829
  Accumulated other comprehensive loss                                                         -                       (18)
                                                                             --------------------      --------------------
    Total common equity                                                                  578,103                   580,280
                                                                             --------------------      --------------------

  Cumulative preferred stock                                                              18,320                    18,320
  Long-term debt (excluding current portion)                                             669,838                   469,771
                                                                             --------------------      --------------------
                                                                                       1,266,261                 1,068,371
                                                                             --------------------      --------------------

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

Current liabilities:
  Current maturities and sinking funds                                                    81,560                    81,560
  Capital lease obligations                                                               14,753                    12,651
  Notes payable to associated companies                                                        -                   101,095
  Accounts payable                                                                        41,700                    65,898
  Accounts payable to associated companies                                                18,917                    30,375
  Accrued interest                                                                        13,686                    10,843
  Accrued taxes                                                                           67,687                    48,069
  Other                                                                                   50,413                    28,921
                                                                             --------------------      --------------------
                                                                                         288,716                   379,412
                                                                             --------------------      --------------------

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

Other long-term liabilities and deferred credits:
  Accumulated deferred income taxes                                                      213,138                   224,164
  Accumulated deferred investment tax credits                                             24,259                    25,063
  Environmental liabilities                                                               28,310                    29,521
  Pension and other benefit obligations                                                   25,909                    26,884
  Capital lease obligations                                                               30,304                    33,185
  Other                                                                                    9,086                    32,706
                                                                             --------------------      --------------------
                                                                                         331,006                   371,523
                                                                             --------------------      --------------------

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

Total capitalization and liabilities                                                  $1,885,983                $1,819,306
                                                                             ====================      ====================

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       22
<PAGE>

<TABLE>
<CAPTION>
                                                             IES UTILITIES INC.
                                              CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                                             For the Three Months Ended March 31,
                                                                                                 2001                    2000
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                   (in thousands)
<S>                                                                                              <C>                     <C>
Cash flows from operating activities:
  Net income                                                                                     $12,693                 $16,111
  Adjustments to reconcile net income to net cash
   flows from operating activities:
     Depreciation and amortization                                                                27,526                  26,850
     Amortization of leased nuclear fuel                                                           3,998                   3,357
     Amortization of deferred energy efficiency expenditures                                       5,045                   4,402
     Deferred taxes and investment tax credits                                                    (5,894)                   (258)
     Refueling outage provision                                                                    1,245                   2,421
     Other                                                                                           366                     147
  Other changes in assets and liabilities:
     Accounts receivable                                                                          10,286                   9,599
     Gas stored underground                                                                       16,060                   9,611
     Accounts payable                                                                            (32,519)                (21,189)
     Accrued taxes                                                                                19,618                   9,223
     Adjustment clause balances                                                                    3,968                   7,515
     Benefit obligations and other                                                                (7,009)                  9,053
                                                                                    ---------------------   ---------------------
       Net cash flows from operating activities                                                   55,383                  76,842
                                                                                    ---------------------   ---------------------

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

Cash flows from (used for) financing activities:
    Common stock dividends declared                                                              (14,659)                (14,658)
    Preferred stock dividends                                                                       (229)                   (229)
    Proceeds from issuance of long-term debt                                                     200,000                       -
    Reductions in long-term debt                                                                       -                 (51,000)
    Net change in short-term borrowings                                                         (101,095)                 15,824
    Principal payments under capital lease obligations                                            (4,226)                 (1,882)
    Other                                                                                         (2,235)                      -
                                                                                    ---------------------   ---------------------
      Net cash flows from (used for) financing activities                                         77,556                 (51,945)
                                                                                    ---------------------   ---------------------

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

Cash flows used for investing activities:
    Utility construction expenditures                                                            (21,809)                (24,241)
    Nuclear decommissioning trust funds                                                           (1,502)                 (1,502)
    Other                                                                                         (3,237)                   (114)
                                                                                    ---------------------   ---------------------
      Net cash flows used for investing activities                                               (26,548)                (25,857)
                                                                                    ---------------------   ---------------------

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

Net increase (decrease) in cash and temporary cash investments                                   106,391                    (960)
                                                                                    ---------------------   ---------------------

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

Cash and temporary cash investments at beginning of period                                         6,755                   5,720
                                                                                    ---------------------   ---------------------

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

Cash and temporary cash investments at end of period                                            $113,146                  $4,760
                                                                                    =====================   =====================

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

Supplemental cash flow information:
  Cash paid (refunded) during the period for:
    Interest                                                                                      $8,768                 $10,496
                                                                                    =====================   =====================
    Income taxes                                                                                     $ -                   ($528)
                                                                                    =====================   =====================
  Noncash investing and financing activities - Capital lease obligations incurred                 $3,220                    $222
                                                                                    =====================   =====================

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       23
<PAGE>

                        IES UTILITIES INC.
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

    Except as modified below, the Alliant Energy Notes to
    Consolidated Financial Statements are incorporated by
    reference insofar as they relate to IESU.

 1. The interim consolidated financial statements included herein
    have been prepared by IESU, without audit, pursuant to the
    rules and regulations of the SEC.  Accordingly, certain
    information and footnote disclosures normally included in
    financial statements prepared in accordance with generally
    accepted accounting principles have been condensed or omitted,
    although management believes that the disclosures are adequate
    to make the information presented not misleading.  IESU is a
    subsidiary of Alliant Energy.  These financial statements
    should be read in conjunction with the financial statements
    and the notes thereto included in IESU's latest Annual Report
    on Form 10-K.

    In the opinion of management, all adjustments, which are
    normal and recurring in nature, necessary for a fair
    presentation of (a) the consolidated results of operations for
    the three months ended March 31, 2001 and 2000, (b) the
    consolidated financial position at March 31, 2001 and December
    31, 2000, and (c) the consolidated statement of cash flows for
    the three months ended March 31, 2001 and 2000, have been
    made.  Because of the seasonal nature of IESU's operations,
    results for the three months ended March 31, 2001 are not
    necessarily indicative of results that may be expected for the
    year ending December 31, 2001.  Certain prior period amounts
    have been reclassified on a basis consistent with the 2001
    presentation.

2.  IESU's comprehensive income, and the components of other
    comprehensive income, net of taxes, for the three months ended
    March 31 were as follows (in thousands):
<TABLE>
<CAPTION>
                                                                                      2001            2000
                                                                                  ------------    ------------
           <S>                                                                     <C>             <C>
      Earnings available for common stock                                            $12,464         $15,882

        Other comprehensive income:
           Reclassification adjustment for losses included in earnings
             available for common stock related to derivatives
             qualified as hedges, net of tax                                              18              --
                                                                                  ------------    ------------
        Other comprehensive income                                                        18              --

                                                                                  ------------    ------------
      Comprehensive income                                                           $12,482         $15,882
                                                                                  ============    ============
</TABLE>
3.  Certain financial information relating to IESU's significant
    business segments is presented below. Intersegment revenues
    were not material to IESU's operations.
<TABLE>
<CAPTION>
                                                       Electric        Gas          Other         Total
                                                    -------------------------------------------------------
                                                                        (in thousands)
     Three Months Ended March 31, 2001
     ---------------------------------
     <S>                                                   <C>          <C>              <C>         <C>
     Operating revenues                                 $155,131     $127,196         $9,643      $291,970
     Operating income                                     20,104        9,973            707        30,784
     Earnings available for common stock                                              12,464        12,464

     Three Months Ended March 31, 2000
     ---------------------------------
     Operating revenues                                 $145,708      $59,429         $6,987      $212,124
     Operating income                                     26,685        7,413          1,400        35,498
     Earnings available for common stock                                              15,882        15,882
</TABLE>

4.  The  merger  of IPC with and into  IESU was  approved  by their  respective
    shareowners  in April 2001 and by the SEC in October  2001.  The merger was
    effective January 1, 2002 and IESU changed its name to Interstate Power and
    Light Company.

                                       24
<PAGE>

<TABLE>
<CAPTION>
                                                   WISCONSIN POWER AND LIGHT COMPANY
                                             CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                                                                               For the Three Months Ended March 31,
                                                                                2001                        2000
------------------------------------------------------------------------------------------------------------------------
                                                                                      (in thousands)
<S>                                                                                <C>                         <C>
Operating revenues:
  Electric utility                                                                 $190,391                    $162,376
  Gas utility                                                                       125,632                      55,286
  Water                                                                               1,153                       1,170
                                                                    ------------------------   -------------------------
                                                                                    317,176                     218,832
                                                                    ------------------------   -------------------------

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

Operating expenses:
  Electric production fuels                                                          35,072                      23,798
  Purchased power                                                                    52,370                      33,757
  Cost of gas sold                                                                  106,252                      35,329
  Other operation and maintenance                                                    45,635                      45,865
  Depreciation and amortization                                                      32,565                      32,377
  Taxes other than income taxes                                                       8,306                       7,211
                                                                    ------------------------   -------------------------
                                                                                    280,200                     178,337
                                                                    ------------------------   -------------------------

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

Operating income                                                                     36,976                      40,495
                                                                    ------------------------   -------------------------

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

Interest expense and other:
  Interest expense                                                                   11,196                      10,908
  Equity income from unconsolidated investments                                      (4,850)                        (92)
  Allowance for funds used during construction                                       (1,117)                     (1,062)
  Miscellaneous, net                                                                    481                      (3,987)
                                                                    ------------------------   -------------------------
                                                                                      5,710                       5,767
                                                                    ------------------------   -------------------------

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

Income before income taxes                                                           31,266                      34,728
                                                                    ------------------------   -------------------------

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

Income taxes                                                                         12,000                      12,857
                                                                    ------------------------   -------------------------

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

Net income                                                                           19,266                      21,871
                                                                    ------------------------   -------------------------

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

Preferred dividend requirements                                                         828                         828
                                                                    ------------------------   -------------------------

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

Earnings available for common stock                                                 $18,438                     $21,043
                                                                    ========================   =========================

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       25
<PAGE>

<TABLE>
<CAPTION>
                                               WISCONSIN POWER AND LIGHT COMPANY
                                                  CONSOLIDATED BALANCE SHEETS

                                                                                          March 31,
                                                                                            2001                December 31,
ASSETS                                                                                   (Unaudited)                2000
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                   (in thousands)
<S>                                                                                           <C>                     <C>
Property, plant and equipment:
  Utility -
    Plant in service -
      Electric                                                                                $1,710,515              $2,007,974
      Gas                                                                                        274,816                 273,457
      Water                                                                                       29,881                  29,869
      Common                                                                                     228,325                 223,921
                                                                                     --------------------    --------------------
                                                                                               2,243,537               2,535,221
    Less - Accumulated depreciation                                                            1,266,055               1,380,723
                                                                                     --------------------    --------------------
                                                                                                 977,482               1,154,498
    Construction work in progress                                                                 57,476                  59,133
    Nuclear fuel, net of amortization                                                             14,676                  16,099
                                                                                     --------------------    --------------------
                                                                                               1,049,634               1,229,730
  Other property, plant and equipment, net of accumulated
    depreciation and amortization of $195 for both periods                                           376                     369
                                                                                     --------------------    --------------------
                                                                                               1,050,010               1,230,099
                                                                                     --------------------    --------------------

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

Current assets:
  Cash and temporary cash investments                                                              7,807                   2,584
  Accounts receivable:
    Customer                                                                                      45,689                  51,769
    Associated companies                                                                           1,256                   2,211
    Other                                                                                         85,439                  13,865
  Production fuel, at average cost                                                                11,531                  17,811
  Materials and supplies, at average cost                                                         21,212                  21,639
  Gas stored underground, at average cost                                                          6,621                  13,876
  Prepaid gross receipts tax                                                                      17,316                  23,088
  Other                                                                                            6,245                   6,397
                                                                                     --------------------    --------------------
                                                                                                 203,116                 153,240
                                                                                     --------------------    --------------------

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

Investments:
  Nuclear decommissioning trust funds                                                            195,667                 195,768
  Other                                                                                          115,753                  14,362
                                                                                     --------------------    --------------------
                                                                                                 311,420                 210,130
                                                                                     --------------------    --------------------

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

Other assets:
  Regulatory assets                                                                               84,208                  88,721
  Deferred charges and other                                                                     173,329                 174,834
                                                                                     --------------------    --------------------
                                                                                                 257,537                 263,555
                                                                                     --------------------    --------------------

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

Total assets                                                                                  $1,822,083              $1,857,024
                                                                                     ====================    ====================

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       26
<PAGE>

<TABLE>
<CAPTION>
                                                   WISCONSIN POWER AND LIGHT COMPANY
                                                CONSOLIDATED BALANCE SHEETS (Continued)

                                                                                    March 31,
                                                                                      2001                    December 31,
CAPITALIZATION AND LIABILITIES                                                     (Unaudited)                    2000
------------------------------------------------------------------------------------------------------------------------------
                                                                                     (in thousands, except share amounts)
<S>                                                                                     <C>                         <C>
Capitalization:
  Common stock - $5 par value - authorized 18,000,000 shares;
       13,236,601 shares outstanding                                                       $66,183                     $66,183
  Additional paid-in capital                                                               229,597                     229,516
  Retained earnings                                                                        374,087                     371,602
  Accumulated other comprehensive income (loss)                                                 37                      (4,708)
                                                                               --------------------        --------------------
    Total common equity                                                                    669,904                     662,593
                                                                               --------------------        --------------------

  Cumulative preferred stock                                                                59,963                      59,963
  Long-term debt (excluding current portion)                                               514,248                     514,209
                                                                               --------------------        --------------------
                                                                                         1,244,115                   1,236,765
                                                                               --------------------        --------------------

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

Current liabilities:
  Variable rate demand bonds                                                                55,100                      55,100
  Notes payable to associated companies                                                     34,849                      29,244
  Accounts payable                                                                          85,169                     120,155
  Accounts payable to associated companies                                                  31,467                      32,442
  Accrued taxes                                                                             13,736                       3,281
  Other                                                                                     24,759                      32,985
                                                                               --------------------        --------------------
                                                                                           245,080                     273,207
                                                                               --------------------        --------------------

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

Other long-term liabilities and deferred credits:
  Accumulated deferred income taxes                                                        220,364                     222,819
  Accumulated deferred investment tax credits                                               26,174                      29,472
  Customer advances                                                                         34,134                      34,815
  Environmental liabilities                                                                  7,609                       7,564
  Other                                                                                     44,607                      52,382
                                                                               --------------------        --------------------
                                                                                           332,888                     347,052
                                                                               --------------------        --------------------

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

Total capitalization and liabilities                                                    $1,822,083                  $1,857,024
                                                                               ====================        ====================

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       27
<PAGE>

<TABLE>
<CAPTION>
                                                    WISCONSIN POWER AND LIGHT COMPANY
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                                       For the Three Months Ended March 31,
                                                                                         2001                       2000
------------------------------------------------------------------------------------------------------------------------------
                                                                                             (in thousands)
<S>                                                                                        <C>                        <C>
Cash flows from operating activities:
  Net income                                                                               $19,266                    $21,871
  Adjustments to reconcile net income to net cash
   flows from operating activities:
     Depreciation and amortization                                                          32,565                     32,377
     Amortization of nuclear fuel                                                            1,423                      1,484
     Deferred taxes and investment tax credits                                              (4,626)                    (3,224)
     Equity income from unconsolidated investments, net                                     (4,850)                       (92)
     Other                                                                                  (2,373)                    (2,762)
  Other changes in assets and liabilities:
     Accounts receivable                                                                     4,914                     10,740
     Production fuel                                                                         6,280                      3,731
     Gas stored underground                                                                  7,255                      5,541
     Prepaid gross receipts tax                                                              5,772                      5,216
     Accounts payable                                                                      (34,660)                    (6,365)
     Accrued taxes                                                                          10,455                     13,838
     Benefit obligations and other                                                          18,244                     13,156
                                                                           ------------------------   ------------------------
       Net cash flows from operating activities                                             59,665                     95,511
                                                                           ------------------------   ------------------------

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

Cash flows used for financing activities:
    Common stock dividends                                                                 (15,953)                         -
    Preferred stock dividends                                                                 (828)                      (828)
    Proceeds from issuance of long-term debt                                                     -                    100,000
    Net change in short-term borrowings                                                      5,605                   (125,116)
    Other                                                                                       82                     (1,320)
                                                                           ------------------------   ------------------------
      Net cash flows used for financing activities                                         (11,094)                   (27,264)
                                                                           ------------------------   ------------------------

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

Cash flows used for investing activities:
    Utility construction expenditures                                                      (28,379)                   (26,950)
    Nuclear decommissioning trust funds                                                    (13,935)                   (13,935)
    Other                                                                                   (1,034)                    (6,927)
                                                                           ------------------------   ------------------------
      Net cash flows used for investing activities                                         (43,348)                   (47,812)
                                                                           ------------------------   ------------------------

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

Net increase in cash and temporary cash investments                                          5,223                     20,435
                                                                           ------------------------   ------------------------

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

Cash and temporary cash investments at beginning of period                                   2,584                      3,555
                                                                           ------------------------   ------------------------

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

Cash and temporary cash investments at end of period                                        $7,807                    $23,990
                                                                           ========================   ========================

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

Supplemental cash flow information:
  Cash paid during the period for:
    Interest                                                                               $11,662                     $7,949
                                                                           ========================   ========================
    Income taxes                                                                            $3,984                     $2,227
                                                                           ========================   ========================

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

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

                                       28
<PAGE>

              WISCONSIN POWER AND LIGHT COMPANY

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

    Except as modified below, the Alliant Energy Notes to
    Consolidated Financial Statements are incorporated by
    reference insofar as they relate to WP&L.

 1. The interim consolidated financial statements included herein
    have been prepared by WP&L, without audit, pursuant to the
    rules and regulations of the SEC.  Accordingly, certain
    information and footnote disclosures normally included in
    financial statements prepared in accordance with generally
    accepted accounting principles have been condensed or omitted,
    although management believes that the disclosures are adequate
    to make the information presented not misleading.  The
    consolidated financial statements include WP&L and its
    consolidated subsidiaries, WPL Transco LLC and South Beloit.
    WP&L is a subsidiary of Alliant Energy.  These financial
    statements should be read in conjunction with the financial
    statements and the notes thereto included in WP&L's latest
    Annual Report on Form 10-K.

    In the opinion of management, all adjustments, which are
    normal and recurring in nature, necessary for a fair
    presentation of (a) the consolidated results of operations for
    the three months ended March 31, 2001 and 2000, (b) the
    consolidated financial position at March 31, 2001 and December
    31, 2000, and (c) the consolidated statement of cash flows for
    the three months ended March 31, 2001 and 2000, have been
    made.  Because of the seasonal nature of WP&L's operations,
    results for the three months ended March 31, 2001 are not
    necessarily indicative of results that may be expected for the
    year ending December 31, 2001.  Certain prior period amounts
    have been reclassified on a basis consistent with the 2001
    presentation.

2.  WP&L's comprehensive income, and the components of other
    comprehensive income, net of taxes, for the three months ended
    March 31 were as follows (in thousands):
<TABLE>
<CAPTION>
                                                                                       2001            2000
                                                                                    ------------    ------------
<S>                                                                                    <C>            <C>
      Earnings available for common stock                                              $18,438        $21,043

        Other comprehensive income:
           Unrealized gains on derivatives qualified as hedges:
              Unrealized holding gains arising during period, net of tax                   964             --
              Less:  reclassification adjustment for losses included in
                 earnings available for common stock, net of tax                        (3,781)            --
                                                                                    ------------    ------------
           Net unrealized gains on qualifying derivatives                                4,745             --
                                                                                    ------------    ------------
        Other comprehensive income                                                       4,745             --

                                                                                    ------------    ------------
      Comprehensive income                                                             $23,183        $21,043
                                                                                    ============    ============
</TABLE>

3.  Certain financial information relating to WP&L's significant
    business segments is presented below.  Intersegment revenues
    were not material to WP&L's operations.
<TABLE>
<CAPTION>
                                                       Electric        Gas          Other         Total
                                                    --------------------------------------------------------
                                                                         (in thousands)
     Three Months Ended March 31, 2001
     ---------------------------------
<S>                                                     <C>          <C>              <C>         <C>
     Operating revenues                                 $190,391     $125,632         $1,153      $317,176
     Operating income                                     30,671        6,120            185        36,976
     Earnings available for common stock                                              18,438        18,438

     Three Months Ended March 31, 2000
     ---------------------------------
     Operating revenues                                 $162,376      $55,286         $1,170      $218,832
     Operating income                                     31,059        9,056            380        40,495
     Earnings available for common stock                                              21,043        21,043

</TABLE>

                                       29
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

The primary first tier subsidiaries of Alliant Energy include:  WP&L, IESU, IPC,
Resources and Corporate  Services.  Among various other regulatory  constraints,
Alliant  Energy is operating  as a registered  public  utility  holding  company
subject to the  limitations  imposed by PUHCA.  This MD&A  includes  information
relating  to  Alliant  Energy,  IESU and WP&L  (as  well as IPC,  Resources  and
Corporate  Services).  Where  appropriate,  information  relating  to a specific
entity has been  segregated  and labeled as such.  The following  discussion and
analysis  should  be  read  in  conjunction  with  the  Consolidated   Financial
Statements  and Notes to  Consolidated  Financial  Statements  included  in this
report as well as the financial  statements,  notes and MD&A included in Alliant
Energy's, IESU's and WP&L's latest Annual Report on Form 10-K.

                    FORWARD-LOOKING STATEMENTS

Statements  contained in this report (including MD&A) that are not of historical
fact are  forward-looking  statements  intended to qualify for the safe  harbors
from liability  established by the Private  Securities  Litigation Reform Act of
1995.  Such  forward-looking  statements are subject to risks and  uncertainties
that could cause actual results to differ materially from those expressed in, or
implied by, such statements.  Some, but not all, of the risks and  uncertainties
include:  weather effects on sales and revenues;  general economic conditions in
the utility subsidiaries' service territories;  federal, state and international
regulatory  or  government   actions,   including  issues  associated  with  the
deregulation  of the  domestic  utility  industry  and the  setting of rates and
recovery of costs;  unanticipated  construction  and  acquisition  expenditures;
issues related to stranded costs and the recovery thereof;  unanticipated issues
related to the supply of purchased  electricity  and price  thereof;  unexpected
issues  related  to the  operations  of  Alliant  Energy's  nuclear  facilities;
unanticipated  costs associated with certain  environmental  remediation efforts
being  undertaken by Alliant Energy;  Alliant  Energy's  ability to successfully
implement  its growth  strategy,  including  the  acquisition  and  operation of
foreign  companies;  unanticipated  developments  that adversely  impact Alliant
Energy's strategy to grow its non-regulated businesses;  material changes in the
value of Alliant Energy's investments in McLeod and Capstone;  further delays in
the  implementation of tariff  adjustments  impacting Alliant Energy's Brazilian
operations;  technological  developments;  employee workforce factors, including
changes in key executives,  collective  bargaining agreements or work stoppages;
political,  legal,  economic and exchange rate  conditions in foreign  countries
Alliant Energy has investments in; and changes in the rate of inflation.

                     UTILITY INDUSTRY OUTLOOK

A summary of the current regulatory environment is included in
the Form 10-K filed by Alliant Energy, IESU and WP&L for the year
ended December 31, 2000.  Set forth below are several
developments relating to such regulatory environment that have
occurred since the start of the current year.

Rates and Regulatory Matters - In January 2001, the IUB issued an
----------------------------
order requiring IESU and IPC to file a joint fuel procurement
plan in May 2001 for the purpose of evaluating the reasonableness
of the Iowa utilities' fuel procurement contracts.  This filing
will be made by May 15, 2001.  While IESU and IPC cannot predict
the outcome of this process, it will result in formal hearings.
These hearings may address fuel procurement practices and changes
in the fuel cost recovery mechanism.

In April 2001, the OCA requested certain financial information
from IESU related to the electric utility operations within the
state of Iowa.  IESU is in the process of preparing its
responses.  While IESU cannot predict the outcome of this
process, such data requests could lead to an effort by the OCA to
seek an electric rate reduction for IESU in Iowa.

In December 2000, WP&L requested a $73 million (revised to $61
million) annual retail electric rate increase from the PSCW to
cover increases in WP&L's 2001 fuel and purchased-power costs due
to the continued increases in natural gas prices which impact
WP&L's generation costs and the increased costs of
purchased-power.  The PSCW approved a $46 million interim retail
electric rate increase effective February 9, 2001.  A decision on
a permanent rate increase is expected in the second quarter of
2001.

                                       30
<PAGE>

In 2000, the NRC raised several areas of concern with Kewaunee's
operations.  The concerns raised by the NRC are estimated to
result in additional operating costs to WP&L in 2001 of
approximately $5 million.  Additional operating costs to WP&L
over the period of 2002 through 2005 are estimated to be
approximately $20 million and will be included in a future rate
request.  In April 2001, the PSCW approved the deferral of
incremental costs associated with this issue incurred after March
27, 2001.  The expenditures that were not deferred did not have a
material impact on earnings.  The NRC has acknowledged the safety
record of Kewaunee and its ability to continue operations.

Alliant Energy complies with the provisions of SFAS 71,
"Accounting for the Effects of Certain Types of Regulation."  SFAS
71 provides that rate-regulated public utilities record certain
costs and credits allowed in the rate making process in different
periods than for non-regulated entities.  These are deferred as
regulatory assets or accrued as regulatory liabilities and are
recognized in the Consolidated Statements of Income at the time
they are reflected in rates.  If a portion of the utility's
operations no longer complies with SFAS 71, a write-down of
related regulatory assets and possibly other charges would be
required, unless some form of transition cost recovery is
established by the appropriate regulatory body that meets the
requirements under generally accepted accounting principles for
continued accounting as regulatory assets during such recovery
period.  In addition, each utility would be required to determine
any impairment of other assets and write-down any impaired assets
to their fair value.  Alliant Energy believes its utility
subsidiaries currently meet the requirements of SFAS 71.

               ALLIANT ENERGY RESULTS OF OPERATIONS

Unless otherwise noted, all "per share" references in the Results
of Operations section refer to earnings per diluted share.

Overview - First Quarter Results - Alliant Energy reported net income of $9.2
--------------------------------
million, or $0.12 per share, for the first quarter of 2001, compared to net
income of $19.3 million, or $0.24 per share, for the first quarter of 2000.
Net income for the first quarter of 2001 included a non-cash valuation charge
of $24.2 million, or $0.30 per share, relating to Alliant Energy's share of
the cumulative effect of Southern Hydro's adoption of SFAS 133 on January 1,
2001 ($0.16 per share) and the change in fair value of Southern Hydro's
electricity derivative contracts ($0.14 per share).  Refer to Notes 6 and 9
of Alliant Energy's "Notes to Consolidated Financial Statements" for
additional information on Southern Hydro.  The prior period earnings included
a non-cash accounting charge of $24.8 million, or $0.31 per share, to
recognize an increase in Alliant Energy's obligation relating to certain
30-year exchangeable senior notes (the charge was subsequently reversed in
its entirety in the second quarter of 2000).

The earnings comparison between 2001 and 2000 earnings, excluding the $24.2
million and $24.8 million non-cash charges, was significantly impacted by the
timing of Alliant Energy's continued limited sales of its investment in
McLeod.  First quarter 2000 results included a gain of $0.08 per share from
the sale of McLeod stock while Alliant Energy did not sell any shares of
McLeod in the first quarter of 2001.  Also, first quarter 2000 results
included income of $0.03 per share from a tax settlement item.  Further, a
non-cash accounting charge of $0.03 per share was recorded in the first
quarter of 2001.  Improved results from Alliant Energy's oil and gas business
($0.17 per share in 2001 and $0.05 per share in 2000) were substantially
offset by higher utility operating expenses and lower results from Alliant
Energy's investments in Brazil.

First quarter 2001 utility earnings were $33.3 million ($0.42 per share)
compared to $39.1 million ($0.49 per share) for the same period in 2000.  The
decrease was primarily due to higher natural gas and fuel prices, increased
other utility operating expenses and $0.03 per share of income in 2000 from a
tax settlement, partially offset by higher sales volumes from more favorable
weather in 2001.

Resources reported a net loss of $23.0 million (($0.29) per share) in the
first quarter of 2001, which included the $24.2 million ($0.30 per share)
non-cash valuation charge relating to the adoption of SFAS 133 at Southern
Hydro, compared to a net loss of $16.1 million (($0.20) per share) in the
first quarter of 2000, which included the $24.8 million ($0.31 per share)
non-cash charge related to the senior notes.  The lower earnings, excluding
the 2001 and 2000 non-cash charges, were largely due to: 1) no sales of

                                       31
<PAGE>

McLeod stock in the first quarter of 2001 while the first quarter of 2000
included a gain of $0.08 per share; and 2) the first quarter of 2001 included
a non-cash accounting charge of $0.03 per share related to the net valuation
of the exchangeable senior notes and the associated McLeod shares designated
as trading securities.  Alliant Energy's oil and gas business had another
strong quarter, increasing $0.12 per share over first quarter 2000 results.
However, this increase was virtually offset by lower results from Alliant
Energy's Brazil investments ($0.06 per share), lower results from Alliant
Energy's integrated services business ($0.02 per share) and increased
interest expense to fund Alliant Energy's strategic growth initiatives and
costs related to the pursuit of new business opportunities.

Electric Utility Operations - Electric margins and MWh sales for
---------------------------
Alliant Energy for the three months ended March 31 were as
follows:
<TABLE>
<CAPTION>
                                         Revenues and Costs                            MWhs Sold
                                           (in thousands)                           (in thousands)
                                    -----------------------------             ----------------------------
                                         2001           2000        Change        2001           2000        Change
                                    --------------- -------------  ---------  -------------- -------------  ---------
<S>                                     <C>            <C>            <C>          <C>            <C>           <C>
Residential                             $149,687       $134,995       11%          1,971          1,821         8%
Commercial                                85,054         77,850        9%          1,331          1,278         4%
Industrial                               116,667        111,544        5%          2,982          3,120        (4%)
                                    --------------- -------------             -------------- -------------
   Total from ultimate customers         351,408        324,389        8%          6,284          6,219         1%
Sales for resale                          48,423         33,894       43%          1,257          1,205         4%
Other                                     12,112         15,339      (21%)            42             48       (13%)
                                    --------------- -------------
                                                                              -------------- -------------
   Total revenues/sales                  411,943        373,622       10%          7,583          7,472         1%
                                                                              ============== =============
Electric production fuels expense         68,274         65,545        4%
Purchased power expense                   98,733         62,345       58%
                                    --------------- -------------
   Margin                               $244,936       $245,732        --
                                    =============== =============
</TABLE>

Electric margin decreased $0.8 million for the first quarter of
2001, compared with the same period in 2000, primarily due to
higher fuel and purchased-power expenses, decreased energy
conservation revenues and lower sales to industrial customers,
largely offset by higher sales volume from more favorable weather
in 2001.  Favorable weather conditions yielded an estimated $11
million electric margin increase compared to the first quarter
2000, when milder than normal weather conditions prevailed.
Refer to "Utility Industry Outlook - Rates and Regulatory
Matters" for discussion of a WP&L FAC filing in December 2000.

In the first quarter of 2001, electric margin was approximately
$7 million lower due to the formation of ATC.  Such expenses
were virtually offset by equity income, reduced other operation
and maintenance expenses and lower depreciation expense.  Refer
to Note 5 of Alliant Energy's "Notes to Consolidated Financial
Statements" in Item 1. for additional information related to ATC.

IESU's and IPC's electric tariffs include EAC's that are designed
to currently recover the costs of fuel and the energy portion of
purchased-power billings.  Refer to "Utility Industry Outlook -
Rates and Regulatory Matters" for discussion of an IUB fuel
investigation.

                                       32
<PAGE>

Gas Utility Operations - Gas margins and Dth sales for Alliant
----------------------
Energy for the three months ended March 31 were as follows:
<TABLE>
<CAPTION>
                                         Revenues and Costs                           Dths Sold
                                           (in thousands)                           (in thousands)
                                    -----------------------------             ---------------------------
                                         2001           2000        Change        2001          2000        Change
                                    --------------- -------------  ---------  -------------  ------------  ---------
<S>                                     <C>             <C>           <C>         <C>            <C>          <C>
Residential                             $166,557        $79,611       109%        15,580         13,073       19%
Commercial                                89,055         39,570       125%         9,059          7,776       16%
Industrial                                14,623          6,834       114%         1,630          1,688       (3%)
Transportation/other                      19,583          4,119       375%        13,959         12,398       13%
                                    --------------- -------------
                                                                              -------------  ------------
   Total revenues/sales                  289,818        130,134       123%        40,228         34,935       15%
                                                                              =============  ============
Cost of utility gas sold                 238,258         82,113       190%
                                    --------------- -------------
   Margin                                $51,560        $48,021         7%
                                    =============== =============
</TABLE>

Gas revenues and cost of utility gas sold increased significantly
primarily due to the large increase in natural gas prices during
the first quarter of 2001, compared with the same period in
2000.  Gas margin increased $3.5 million, or 7%, primarily due to
higher sales volumes from more favorable weather in 2001, which
contributed an estimated $9 million increase in gas margin.  The
weather benefit was partially offset by impacts of the higher
natural gas costs as some customers either chose alternative fuel
sources or used less natural gas.  WP&L's margins were also
negatively impacted by the higher gas costs from losses
associated with current commodity costs, which are shared by
ratepayers and shareowners.

IESU's and IPC's gas tariffs include PGA clauses that are
designed to currently recover the cost of utility gas sold.

Non-regulated and Other Revenues - Non-regulated and other
---------------------------------
revenues for the three months ended March 31 were as follows (in
thousands):
                                 2001      2000
                               --------  ---------
Integrated Services             $84,199   $33,433
Oil and gas production           42,776    19,195
Steam                            11,186     7,340
Transportation                    4,639     4,788
Other                             8,152     5,550
                              --------- ----------
                               $150,952   $70,306
                              ========= ==========

Non-regulated and other revenues increased $80.6 million for the
first quarter of 2001, compared with the same period in 2000,
primarily due to increased revenues in Integrated Services
related to acquisitions in the third and fourth quarters of 2000
of various energy services and energy conservation businesses and
increased revenues due to higher natural gas prices.  Also
contributing to the increase were higher oil and gas production
revenues due to higher gas prices and increased volumes due to
various acquisitions in 2000.

Other Operating Expenses - Other operation and maintenance
------------------------
expenses for the three months ended March 31 were as follows (in
thousands):
                                 2001      2000
                               --------  ---------
Utility subsidiaries           $130,089  $122,761
Integrated Services              80,186    29,517
Oil and gas production           11,729     7,349
Transportation                    2,991     2,897
Other                            13,201     7,154
                              --------- ----------
                               $238,196  $169,678
                              ========= ==========

                                       33
<PAGE>

Other operation and maintenance expenses at the utility
subsidiaries increased $7.3 million in the first quarter of 2001,
compared with the same period in 2000, primarily due to higher
administrative and general and nuclear expenses, partially offset
by reduced generation business unit expenses.  Other operation
and maintenance expenses in Integrated Services increased $50.7
million in the first quarter of 2001, compared with the same
period in 2000, primarily due to expenses associated with the
acquisitions of the various energy services and energy
conservation businesses and the increased natural gas costs.  The
oil and gas production increase was primarily due to the 2000
acquisitions.  The increase in "other" was primarily due to
expenses from the International business unit and costs related to
the pursuit of new business opportunities.

Depreciation and amortization expense increased $8.7 million in
the first quarter of 2001, compared with the same period in 2000,
primarily due to the acquisitions at the non-regulated businesses
and utility property additions.

Interest Expense and Other - Interest expense increased $9.1
--------------------------
million in the first quarter of 2001, compared with the same
period in 2000, primarily due to higher non-regulated and utility
borrowings to fund Alliant Energy's strategic growth initiatives,
including Resources' investments in several Brazilian electric
utilities in January 2000 and January 2001 of approximately $347
million and $60 million, respectively.

Alliant Energy recorded $39.5 million, or $0.31 per share, of
contingent interest on indexed senior notes in the first quarter
of 2000 to recognize an increase in Alliant Energy's obligation
relating to certain 30-year exchangeable senior notes (the charge
was subsequently reversed in its entirety in the second quarter
of 2000).

Equity income (loss) from Alliant Energy's unconsolidated
investments for the three months ended March 31 was as follows
(in millions):
                                      2001     2000
                                     ------  -------
ATC                                   $4.8     $--
Cargill-Alliant                        3.0     0.1
Australia/New Zealand investments    (15.2)     --
China investments                      1.4     0.3
Brazil investments                    (1.5)    1.2
Other                                  0.4    (0.5)
                                     ------  -------
                                     ($7.1)   $1.1
                                     ======  =======

Equity income from unconsolidated investments decreased $8.2 million in the
first  quarter  of 2001,  compared  with the same  period in 2000,  due to $17.4
million of non-cash SFAS 133 valuation charges from Southern Hydro,
lower results from Alliant  Energy's Brazil  investments  primarily
due to continued  regulatory  delays in the  implementation  of tariff
adjustments and  higher-than-expected  commercial losses at one of its operating
companies.  These items were  partially  offset by ATC  beginning  operations on
January 1, 2001; improved operations from Alliant Energy's  energy-trading joint
venture with  Cargill-Alliant  due to more buyers  turning to energy  experts to
help them find stable, reliable sources of supply in the wake of volatile energy
costs;  and a first  quarter 2000  acquisition  at Alliant  Energy's  Australian
investment. Alliant Energy expects to have the prospective tariff adjustments in
Brazil  implemented  in the  second  quarter  of 2001.

Alliant Energy sold 450,000 shares of its investment in McLeod in
the first quarter of 2000, resulting in a pre-tax gain of $10.2
million, or $0.08 per share.

Miscellaneous, net income decreased $10.9 million for the first
quarter of 2001, compared with the same period in 2000, primarily
due to a charge of $85.1 million related to the change in value of
the McLeod trading securities, $4.1 million of interest income
recognized at IESU in the first quarter of 2000 from a tax settlement
and income realized from weather hedges at WP&L in the first quarter
of 2000, partially offset by income of $80.9 million related to the
change in value of the derivative component of Resources'
exchangeable senior notes.

Income Taxes - The effective income tax rates for the first
------------
quarter of 2001 and 2000 were 33.9% and 37.2%, respectively.

                                       34
<PAGE>

Cumulative Effect of a Change in Accounting Principle - In the first quarter
-----------------------------------------------------
of 2001, Alliant Energy recorded a charge of $12.9 million relating to the
adoption of SFAS 133 on January 1, 2001 at Southern Hydro.

                    IESU RESULTS OF OPERATIONS

Overview - First Quarter Results - IESU's earnings available for
--------------------------------
common stock decreased $3.4 million for the first quarter of
2001, compared with the same period in 2000, primarily due to
increased other operation and maintenance expenses and lower
interest income due to a tax settlement realized in the first
quarter of 2000, partially offset by increased gas margin.

Electric Utility Operations - Electric margins and MWh sales for
---------------------------
IESU for the three months ended March 31 were as follows:
<TABLE>
<CAPTION>
                                         Revenues and Costs                           MWhs Sold
                                           (in thousands)                           (in thousands)
                                    -----------------------------             ---------------------------
                                          2001           2000        Change        2001          2000        Change
                                    --------------- -------------  ---------  -------------  ------------  ---------
<S>                                      <C>            <C>            <C>          <C>            <C>         <C>
Residential                              $58,649        $54,942        7%           735            684         7%
Commercial                                41,895         40,226        4%           638            632         1%
Industrial                                42,126         42,205         --        1,159          1,214        (5%)
                                    --------------- -------------             -------------  ------------
   Total from ultimate customers         142,670        137,373        4%         2,532          2,530          --
Sales for resale                           9,049          5,203       74%           251            247         2%
Other                                      3,412          3,132        9%             9             10       (10%)
                                    --------------- -------------
                                                                              -------------  ------------
   Total revenues/sales                  155,131        145,708        6%         2,792          2,787          --
                                                                              =============  ============
Electric production fuels expense         19,841         28,912      (31%)
Purchased power expense                   32,826         13,422      145%
                                    --------------- -------------
   Margin                               $102,464       $103,374       (1%)
                                    =============== =============
</TABLE>
Electric margin decreased $0.9 million, or 1%, for the first
quarter of 2001, compared with the same period in 2000, primarily
due to lower sales to industrial customers and increased
purchased-power capacity costs.  Such decreases were partially
offset by more favorable weather conditions in the first quarter
of 2001 compared to the first quarter of 2000, when milder than
normal weather conditions prevailed.

IESU's electric tariffs include EAC's that are designed to
currently recover the costs of fuel and the energy portion of
purchased-power billings.  Refer to "Utility Industry Outlook -
Rates and Regulatory Matters" for discussion of an IUB fuel
investigation.

Gas Utility Operations - Gas margins and Dth sales for IESU for
-----------------------
the three months ended March 31 were as follows:
<TABLE>
<CAPTION>
                                          Revenues and Costs                           Dths Sold
                                           (in thousands)                           (in thousands)
                                    -----------------------------             ---------------------------
                                         2001           2000        Change        2001          2000        Change
                                    --------------- -------------  ---------  -------------  ------------  ---------
<S>                                      <C>           <C>            <C>         <C>            <C>          <C>
Residential                              $77,419       $37,214        108%        7,423          6,055        23%
Commercial                                40,563        17,702        129%        4,257          3,472        23%
Industrial                                 6,415         3,101        107%          764            811        (6%)
Transportation/other                       2,799         1,412         98%        3,144          2,919         8%
                                    --------------- -------------
                                                                              -------------  ------------
   Total revenues/sales                  127,196        59,429        114%       15,588         13,257        18%
                                                                              =============  ============
Cost of gas sold                         103,503        38,074        172%
                                    --------------- -------------
   Margin                                $23,693       $21,355         11%
                                    =============== =============
</TABLE>

                                       35
<PAGE>

Gas revenues and cost of gas sold increased significantly
primarily due to the large increase in natural gas prices during
the first quarter of 2001, compared with the same period in
2000.  Such increase had no impact on IESU's gas margin given its
rate recovery mechanism for gas costs.  Gas margin increased $2.3
million, or 11%, primarily due to increased natural gas sales due
to more favorable weather conditions in the first quarter of 2001
compared with the first quarter of 2000.  This increase was
partially offset by impacts of the higher natural gas costs as
some customers either chose alternative fuel sources or used less
natural gas.

IESU's gas tariffs include PGA clauses that are designed to
currently recover the cost of gas sold.

Other Operating Expenses - IESU's other operation and maintenance
-------------------------
expenses increased $5.9 million in the first quarter of 2001,
compared with the same period in 2000, primarily due to increased
administrative and general and generation business unit
expenses.

Interest Expense and Other - Miscellaneous, net income decreased
--------------------------
$2.7 million in the first quarter of 2001, compared with the same
period in 2000, primarily due to interest income recognized from
a tax settlement in the first quarter of 2000.

Income Taxes - The effective income tax rates were 38.8% and
------------
41.9% in the first quarter of 2001 and 2000, respectively.

                    WP&L RESULTS OF OPERATIONS

Overview - First Quarter Results - WP&L's earnings available for
--------------------------------
common stock decreased $2.6 million for the first quarter of
2001, compared with the same period in 2000, primarily due to the
impact of higher gas and fuel prices, partially offset by
favorable weather conditions in the first quarter of 2001
compared to the first quarter 2000 when milder weather conditions
prevailed.

Electric Utility Operations - Electric margins and MWh sales for
---------------------------
WP&L for the three months ended March 31 were as follows:
<TABLE>
<CAPTION>
                                         Revenues and Costs                           MWhs Sold
                                           (in thousands)                           (in thousands)
                                    -----------------------------             ---------------------------
                                         2001           2000        Change        2001          2000        Change
                                    --------------- -------------  ---------  -------------  ------------  ---------
<S>                                      <C>            <C>           <C>           <C>            <C>         <C>
Residential                              $66,578        $57,546       16%           907            838         8%
Commercial                                34,527         29,695       16%           542            503         8%
Industrial                                48,268         41,270       17%         1,096          1,127        (3%)
                                    --------------- -------------             -------------  ------------
   Total from ultimate customers         149,373        128,511       16%         2,545          2,468         3%
Sales for resale                          35,343         24,957       42%           845            789         7%
Other                                      5,675          8,908      (36%)           16             21       (24%)
                                    --------------- -------------
                                                                              -------------  ------------
   Total revenues/sales                  190,391        162,376       17%         3,406          3,278         4%
                                                                              =============  ============
Electric production fuels expense         35,072         23,798       47%
Purchased power expense                   52,370         33,757       55%
                                    --------------- -------------
   Margin                               $102,949       $104,821       (2%)
                                    =============== =============
</TABLE>

Electric margin decreased $1.9 million, or 2%, for the first
quarter of 2001, compared with the same period in 2000, primarily
due to higher fuel and purchased-power expenses, decreased energy
conservation revenues and lower sales to industrial customers.
Such decreases were partially offset by more favorable weather
conditions in the first quarter of 2001 compared to the first
quarter of 2000, when milder than normal weather conditions
prevailed.  Refer to "Utility Industry Outlook - Rates and
Regulatory Matters" for discussion of a WP&L FAC filing in
December 2000.

In the first quarter of 2001, electric margin was approximately
$7 million lower due to the formation of ATC.  Such expenses
were virtually offset by equity income, reduced other operation

                                       36
<PAGE>

and maintenance expenses and lower depreciation expense.  Refer
to Note 5 of Alliant Energy's "Notes to Consolidated Financial
Statements" in Item 1. for additional information related to ATC.

Gas Utility Operations - Gas margins and Dth sales for WP&L for
-----------------------
the three months ended March 31 were as follows:
<TABLE>
<CAPTION>
                                         Revenues and Costs                           Dths Sold
                                           (in thousands)                           (in thousands)
                                    -----------------------------             ---------------------------
                                         2001           2000        Change        2001          2000        Change
                                    --------------- -------------  ---------  -------------  ------------  ---------
<S>                                      <C>           <C>           <C>           <C>            <C>         <C>
Residential                              $67,093       $33,013       103%          6,108          5,293       15%
Commercial                                36,996        17,306       114%          3,684          3,350       10%
Industrial                                 5,666         2,732       107%            580            587       (1%)
Transportation/other                      15,877         2,235       610%          5,404          4,069       33%
                                    --------------- -------------
                                                                              -------------  ------------
   Total revenues/sales                  125,632        55,286       127%         15,776         13,299       19%
                                                                              =============  ============
Cost of gas sold                         106,252        35,329       201%
                                    --------------- -------------
   Margin                                $19,380       $19,957        (3%)
                                    =============== =============
</TABLE>

Gas revenues and cost of gas sold increased significantly
primarily due to the large increase in natural gas prices during
the first quarter of 2001, compared with the same period in
2000.  Gas margin decreased $0.6 million, or 3%, primarily due to
impacts of the higher natural gas costs as some customers either
chose alternative fuel sources or used less natural gas.  WP&L's
margins were also negatively impacted by the higher gas costs
from losses associated with current commodity costs, which are
shared by ratepayers and shareowners.  Such decreases were
partially offset by increased natural gas sales due to more
favorable weather conditions in the first quarter of 2001
compared to the first quarter of 2000.

Other Operating Expenses - Other operation and maintenance
------------------------
expenses decreased $0.2 million for the first quarter of 2001,
compared with the same period in 2000, primarily due to lower
generation and energy delivery business unit expenses, largely
offset by higher administrative and general expenses.

Interest Expense and Other - Equity income from unconsolidated
--------------------------
investments increased $4.8 million in the first quarter of 2001,
compared with the same period in 2000, due to ATC beginning
operations on January 1, 2001.  Refer to Note 5 of Alliant
Energy's "Notes to Consolidated Financial Statements" in Item 1.
for discussion of WP&L's investment in ATC.

Miscellaneous, net income decreased $4.5 million for the first
quarter of 2001, compared with the same period in 2000, primarily
due to lower income realized from weather hedges.

Income Taxes - The effective income tax rates were 38.4% and
-------------
37.0% in the first quarter of 2001 and 2000, respectively.

                  LIQUIDITY AND CAPITAL RESOURCES

Cash Flows - For the first quarter of 2001 compared with the same
----------
period in 2000, Alliant Energy's cash flows from operating
activities decreased $26 million primarily due to changes in
working capital.  Cash flows from financing activities decreased
$271 million primarily due to net changes in the amount of debt
outstanding.  Cash flows used for investing activities decreased
$330 million primarily due to the January 2000 Brazil
investment.

For the first quarter of 2001 compared with the same period in
2000, IESU's cash flows from operating activities decreased $21
million primarily due to changes in working capital.  Cash flows
from financing activities increased $130 million primarily due to
$200 million of senior debentures issued in 2001, partially
offset by other net changes in debt outstanding.  For the first
quarter of 2001 compared with the same period in 2000, WP&L's
cash flows from operating activities decreased $36 million
primarily due to changes in working capital.

                                       37
<PAGE>

Long-Term Debt - Refer to Note 7 of Alliant Energy's "Notes to
---------------
Consolidated Financial Statements" in Item 1. for discussion of
long-term debt issued by IESU in March 2001.

Sale of Accounts Receivable - To maintain flexibility in its
---------------------------
capital structure and to take advantage of favorable short-term
rates, IESU and WP&L use proceeds from the sale of accounts
receivable and unbilled revenues to finance a portion of their
long-term cash needs.  Alliant Energy and the utility
subsidiaries received all necessary approvals in late March 2001
for a combined accounts receivable sale program whereby each
utility, including IPC, will sell its respective receivables
through wholly-owned special purpose entities to an affiliated
financing entity, which in turn will sell the receivables to an
outside investor.  The new program, expected to be operational in
the second quarter of 2001, would replace the existing programs
for IESU and WP&L, and would be substantially similar to the
prior programs.

Construction and Acquisition Expenditures - To help ensure
-----------------------------------------
electric reliability for its customers, Alliant Energy has
announced a program called PowerPledge, which is designed to
increase Alliant Energy's power supply, upgrade existing systems
and use more renewable energy sources.  Through this program,
Alliant Energy's utility subsidiaries plan to invest $2 billion
over the next five years (beginning in 2001) in utility
infrastructure designed to improve reliability.

Alliant Energy's subsidiaries also announced their interest in
developing new electric power generation capacity in Iowa and
Wisconsin over the next 10 years estimated at $2.5 billion.
In Iowa, IESU announced a willingness to develop up to 1,200 MW
of new electric power generation over the next 10 years.  In
Wisconsin, WP&L filed plans with the PSCW to develop up to 800
MW of new electric power generation over the next 10 years.
The Wisconsin plans include the addition of 500 MW of coal-fired
and 100 MW of natural gas-fired generation by 2006 and an additional
200 MW of combined-cycle gas generation by 2011.  Both the Iowa and
Wisconsin proposals are subject to various conditions, including
the receipt of applicable regulatory approval and the receipt of a
reasonable return on IESU's and WP&L's investments.

                           OTHER MATTERS

Market Risk Sensitive Instruments and Positions
Alliant Energy's primary market risk exposures are associated
with interest rates, commodity prices, equity prices and currency
exchange rates.  Alliant Energy has risk management policies to
monitor and assist in controlling these market risks and uses
derivative instruments to manage some of the exposures.  Alliant
Energy's market risks have not changed materially from the market
risks reported in the 2000 Form 10-K, except as noted below.

Commodity Risk - Non-trading - Southern Hydro, a foreign affiliate of Alliant
----------------------------
Energy accounted for under the equity method of accounting, owns and operates
hydroelectric generation facilities in the state of Victoria in Australia.
These generation facilities operate as peaking units.  Under the rules of the
Australian market, Southern Hydro must sell all of its production into a spot
market in which the price changes every five minutes and is set on the
average of each half hour.  Electricity prices in this market can and have
been very volatile.  In order to manage the electricity commodity price risk
associated with anticipated sales into the spot market, Southern Hydro enters
into a variety of electricity derivative contracts with terms of up to five
years.  The value of these derivative instruments can
change significantly as a result of changes in forward
electricity prices.  These instruments do not qualify for hedge accounting
under SFAS 133.  Accordingly, per U.S. generally accepted accounting
principles, changes in the fair value of these derivatives, which are
non-cash valuation adjustments, must be reported in Southern
Hydro's earnings.  Southern Hydro management believes its ownership of the
physical generating facilities that are not marked-to-market, combined with
the electricity derivative contracts, act as an economic hedge to volatile
electricity prices, such that Southern Hydro's net economic exposure to
volatile electricity prices over the next five years is managed within
reasonable limits.  Alliant Energy has not presented market risk data for
Southern Hydro since it is accounted for as an equity method investment.

                                       38
<PAGE>

Equity Price Risk - At March 31, 2001 and December 31, 2000,
------------------
Alliant Energy had an investment in the stock of McLeod, a
publicly traded telecommunications company, valued at $486
million and $791 million, respectively.  In addition to the
equity risk associated with the investment in McLeod, Alliant
Energy also has equity risk related to the option liability
embedded within Resources' exchangeable senior notes.  A 10
percent increase (decrease) in the quoted market price at March
31, 2001 and December 31, 2000 would not have a significant
impact on net income as any resulting increase (decrease) in the
value of the option would be substantially offset by a
corresponding increase (decrease) in the value of the McLeod
shares classified as trading (valued at $136 million and $221
million at March 31, 2001 and December 31, 2000, respectively).
At March 31, 2001 and December 31, 2000, the McLeod
available-for-sale securities were valued at $350 million and
$570 million, respectively.  A 10 percent increase (decrease) in
the quoted market price at March 31, 2001 and December 31, 2000
would have increased (decreased) the value of the investment of
the available-for-sale securities by $35 million and $57 million,
respectively.

Currency Risk - Alliant Energy has investments in various
-------------
countries where the net investments are not hedged, including
Australia, Brazil, China and New Zealand.  As a result, these
investments are subject to currency exchange risk with
fluctuations in currency exchange rates.  At March 31, 2001 and
December 31, 2000, Alliant Energy had a cumulative foreign
currency translation loss of $107.6 million and $60.0 million,
respectively, recorded in "Accumulated other comprehensive
income" on its Consolidated Balance Sheets that primarily related
to decreases in value of the Brazil currency (real), New Zealand
dollar and Australian dollar in relation to the U.S. dollar.
Based on Alliant Energy's investments at March 31, 2001 and
December 31, 2000, a 10 percent sustained increase (decrease)
over the next 12 months in the foreign exchange rates of
Australia, Brazil, China and New Zealand would increase
(decrease) the cumulative foreign currency translation gain/loss
by $45.6 million and $46.5 million, respectively.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market Risk are reported under
Item 2. MD&A "Other Matters - Market Risk Sensitive Instruments and
Positions."

                            SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, Alliant Energy Corporation, Interstate Power and Light Company
and Wisconsin Power and Light Company have each duly caused this
amendment to be signed on its behalf by the undersigned thereunto
duly authorized on the 30th day of January 2002.


ALLIANT ENERGY CORPORATION
--------------------------
Registrant

By: /s/ John E. Kratchmer      Corporate Controller and Chief Accounting Officer
-------------------------
John E. Kratchmer                (Principal Accounting Officer and Authorized
                                        Signatory)


INTERSTATE POWER AND LIGHT COMPANY
----------------------------------
Registrant

By: /s/ John E. Kratchmer      Corporate Controller and Chief Accounting Officer
-------------------------
John E. Kratchmer                (Principal Accounting Officer and Authorized
                                        Signatory)


WISCONSIN POWER AND LIGHT COMPANY
---------------------------------
Registrant

By: /s/ John E. Kratchmer      Corporate Controller and Chief Accounting Officer
-------------------------
John E. Kratchmer                (Principal Accounting Officer and Authorized
                                        Signatory)
                                       39