Exhibit 3.2

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                           ALLIANT ENERGY CORPORATION


         Pursuant to Section 180.1007 of the Wisconsin Business Corporation Law,
these Restated  Articles of Incorporation  shall supersede and take the place of
the corporation's heretofore existing Restated Articles of Incorporation and all
prior amendments thereto.

                                    ARTICLE I

         The name of the corporation is Alliant Energy Corporation.

                                   ARTICLE II

         The period of existence of the corporation shall be perpetual.

                                   ARTICLE III

         The  corporation is organized for the purpose of engaging in any lawful
activities  within the purposes for which  corporations  may be organized  under
Chapter 180 of the Wisconsin Statutes, as amended from time to time.

                                   ARTICLE IV

         The  corporation  shall have  authority  to issue two  hundred  million
(200,000,000) shares of common stock, $.01 par value.

                                    ARTICLE V

         No  holder  of any  capital  stock of the  corporation  shall  have any
preemptive right to purchase, acquire to subscribe to any capital stock or other
securities  issued or sold by the Corporation,  including any such capital stock
or securities now or hereafter authorized.

                                   ARTICLE VI

         The address of the  registered  office of the  Corporation  is 222 West
Washington Avenue, P. O. Box 2568, Madison,  Wisconsin 53701-2568,  and the name
of the registered agent of the Corporation at such address is Edward M. Gleason.

                                   ARTICLE VII

         The  corporation  reserves  the  right  to  increase  or  decrease  its
authorized  capital stock or any class or series  thereof,  or to reclassify the
same.


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                                  ARTICLE VIII

         The number of directors constituting the Board of Directors shall be as
fixed from time to time by the Bylaws of the Corporation,  but shall not be less
than seven (7). Each director  shall be a stockholder  of the  Corporation.  The
directors of the Corporation shall be divided into three classes as nearly equal
in number as possible,  to serve for staggered  three-year  terms or until their
respective  successors are duly elected and qualified.  The initial directors of
the Corporation  shall be those persons who, at the time of the effectiveness of
the merger of the Corporation's  subsidiary,  WPL  Acquisitions,  Inc., into the
Corporation's  subsidiary,  Wisconsin  Power and Light  Company,  are serving as
directors of Wisconsin Power and Light Company, each to hold office for the term
for which  such  person  was  elected a director  of  Wisconsin  Power and Light
Company.  Beginning with the  Corporation's  annual meeting of  stockholders  in
1988,  the  successors  of the class of directors  whose terms shall then expire
shall be elected to hold office for a term  expiring a the third annual  meeting
of stockholders  after their election or until their  respective  successors are
duly elected and qualified. If, at any annual meeting of stockholders, directors
of more than one class are to be elected,  each class of directors to be elected
at such meeting  shall be nominated  and voted for in a separate  election.  Any
vacancy  occurring in the Board of Directors,  including a vacancy created by an
increase in the number of directors,  shall be filled until the next  succeeding
annual  meeting of  stockholders  by the majority vote of the directors  then in
office, even if less than a quorum.

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