Exhibit 4(a)


                                                               CONFORMED COPY

 Prepared by:  IES Utilities Inc., Darin Smith, 200 First
                    St. SE, Cedar Rapids, IA 52401, (319)
                    398-4505
______________________________________________________________________________
______________________________________________________________________________
                              
                              
                              
                           IES UTILITIES INC.
        (formerly known as Iowa Electric Light and Power Company)



                                   TO


                   THE FIRST NATIONAL BANK OF CHICAGO

                               as Trustee



                             ______________



                      Fifth Supplemental Indenture

                       Dated as of April 1, 1997

                            ______________
                                   
                                   
                                   
                                   
                                  TO
                                   
                                   
                                   
                                   
                INDENTURE OF MORTGAGE and DEED OF TRUST
                                   
                     Dated as of September 1, 1993
                                   
                                   
______________________________________________________________________________
       

    FIFTH SUPPLEMENTAL INDENTURE, dated as of April 1, 1997
(the "Fifth Supplemental Indenture"), made by and between IES
UTILITIES  INC. (formerly known as Iowa Electric Light and Power
Company), a corporation organized  and  existing  under the laws  of
the  State  of  Iowa  (the "Company"),  and THE FIRST NATIONAL BANK OF
CHICAGO, a national  banking association  organized and existing under
the laws of the United  States of  America (the "Trustee"), as Trustee
under the Indenture of  Mortgage and Deed of Trust dated as of
September 1, 1993, hereinafter mentioned.

          WHEREAS, the Company has heretofore executed and delivered
its Indenture of Mortgage and Deed of Trust dated as of September  1,
1993, to  the Trustee, for the security of the securities of the
Company to be issued  there under  (the "Collateral Trust Bonds" or
"Bonds"),  and the said Indenture has been supplemented by four
supplemental indentures, dated as of October 1, 1993, November 1,
1993, March 1, 1995 and September 1, 1996, which Indenture as so
supplemented and to be  hereby supplemented is hereinafter referred to
as the "Indenture"; and

           WHEREAS, the Company desires to create a series of
Collateral Trust Bonds to be issued under the Indenture, to be known
as Collateral Trust Bonds, 6 7/8% Series Due 2007 (the "Collateral
Trust Bonds of  the 6 7/8% Series"); and

           WHEREAS, the Company, in the exercise of the powers and
authority conferred upon and reserved to it under the provisions of
the Indenture, has duly resolved and determined to make, execute and
deliver to the Trustee a Fifth Supplemental Indenture in the form
hereof for the purposes herein provided; and

           WHEREAS,  pursuant  to  Section 1401 of  the  Indenture,
the Company  may  from  time  to  time  execute  one  or  more
supplemental indentures  in  order  to better assure, convey  and
confirm  unto  the Trustee any property subject to the Lien of the
Indenture; and

           WHEREAS, the Company desires to so assure, convey and
confirm property described in Exhibit A to this Supplemental
Indenture; and

           WHEREAS,  all conditions and requirements necessary  to
make this  Fifth Supplemental Indenture a valid, binding and legal
instrument have  been done, performed and fulfilled, and the execution
and delivery hereof have been in all respects duly authorized;


          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

           THAT IES UTILITIES INC., in consideration of the purchase
and ownership from  time  to  time  of  the  Bonds  created  in  the
Fifth  upplemental  Indenture  and  the  service  by  the  Trustee,
and its successors, under the Indenture and of One Dollar to it duly
paid by the Trustee  at or before the ensealing and delivery of these
presents,  the receipt  whereof is hereby acknowledged, hereby
covenants and agrees  to and  with  the  Trustee  and  its successors
in  the  trust  under  the Indenture, for the benefit of those who
shall hold the Bonds as follows:

                               ARTICLE I
                                   
      DESCRIPTION OF COLLATERAL TRUST BONDS OF THE 6 7/8% SERIES
                                   
           SECTION 1.  The Company hereby creates a new series of
Bonds to  be  known  as  "Collateral Trust Bonds of the 6 7/8%
Series." The Collateral  Trust  Bonds  of  the  6  7/8%  Series  shall
be  executed, authenticated  and delivered in accordance with the
provisions  of,  and shall  in  all respects be subject to, all of the
terms, conditions  andcovenants of the Indenture, as supplemented and
modified.

           The  commencement of the first interest period shall be
April 30,  1997.  The Collateral Trust Bonds of the 6 7/8% Series
shall mature May  1,  2007, and shall bear interest at the rate of 6
7/8% per  annum, payable  semi-annually on the 1st day of May and the
1st day of November in  each year, commencing on November 1, 1997.
The person in whose name any of the Collateral Trust Bonds of the 6
7/8% Series is registered  at the  close of business on any record
date (as hereinafter defined)  with respect  to  any interest payment
date shall be entitled to receive  the interest  payable  on  such
interest payment date  notwithstanding  the cancellation  of such
Collateral Trust Bonds of the 6 7/8%  Series  upon any transfer or
exchange subsequent to the record date and prior to such interest
payment date; provided, however, that if and to the extent  the
Company  shall  default  in  the payment of the  interest  due  on
such interest payment date, such defaulted interest shall be paid as
provided in Section 307 of the Indenture.

          The term "record date" as used in this Section with respect
to any  interest payment date shall mean the April 15 or October 15,
as the case  may be, next preceding the semi-annual interest payment
date,  or, if  such  April 15 or November 15 shall be a legal holiday
or a  day  on which banking institutions in the Borough of Manhattan,
the City of  New York,  State  of New York or in the City of Chicago,
State of  Illinois, are  authorized by law to close, then the next
preceding day which shall not  be  a  legal  holiday or a day on which
such  institutions  are  so authorized to close.

           SECTION  2.  The Collateral Trust Bonds of the 6 7/8%
Series shall  be  issued  only  as  registered Bonds  without  coupons
of  the denomination   of   $1,000,  or  any  integral   multiple   of
$1,000, appropriately numbered.  Subject to the terms and conditions
set  forth in the Indenture, the Collateral Trust Bonds of the 6 7/8%
Series may be exchanged  for  one or more new Collateral Trust Bonds
of  the  6  7/8% Series  or  other  authorized  denominations,  for
the  same  aggregate principal  amount, upon surrender thereof, to the
agency of the  Company in  the  City of Chicago, Illinois, or, at the
option of the holder,  at the agency of the Company in the City of New
York.

           Collateral Trust Bonds of the 6 7/8% Series may be
exchanged or  transferred  without expense to the registered owner
thereof  except that  any  taxes or other governmental charges that
may  be  imposed  in connection  with  such  transfer  or  exchange
shall  be  paid  by  the registered  owner requesting such transfer or
exchange  as  a  condition precedent to the exercise of such
privilege.

          SECTION 3.  Except as otherwise provided in this Section,
the registered  owner  of all Collateral Trust Bonds of the  6  7/8%
Series shall be CEDE & Co., as nominee of The Depository Trust Company
("DTC"). Payment of interest for any Collateral Trust Bonds of the 6
7/8%  Series registered  as of each record date in the name of CEDE &
Co.  shall  be made  by  wire  transfer to the account of CEDE & Co.
on  the  interest payment date for such Collateral Trust Bonds of the
6 7/8% Series at the address  indicated on the record date for CEDE &
Co. in the registration books of the Company kept by Trustee, as
registrar.

           The  Collateral  Trust  Bonds of  the  6  7/8%  Series
shall initially  be issued in the form of one or more fully registered
global bonds  ("Global  Bonds") which will have an aggregate
principal  amount equal  to  the  Collateral Trust Bonds of the 6 7/8%
Series  represented thereby.  Upon initial issuance, the ownership of
the Collateral  Trust Bonds of the 6 7/8% Series shall be registered
in the registration books of the Company kept by the Trustee in the
name of CEDE & Co., as nominee of  DTC.  The Trustee and the Company
may treat DTC (or its nominee)  as the sole and exclusive owner of the
Collateral Trust Bonds of the 6 7/8% Series  registered  in  its  name
for the purposes  of  payment  of  the principal  of,  premium, if
any, or interest on  such  Collateral  Trust Bonds  of the 6 7/8%
Series, giving any notice permitted or required  to be  given to
Holders herein, registering the transfer of such Collateral Trust
Bonds of the 6 7/8% Series, obtaining any consent or other action to
be  taken  by  Holders  and for all other purposes  whatsoever;  and
neither  the Trustee nor the Company shall be affected by any notice
to the  contrary.   Neither  the Trustee nor the  Company  shall  have
any responsibility or obligation to any DTC participant, any Person
claiming a beneficiary ownership interest in Collateral Trust Bonds of
the 6 7/8% Series registered in the name of CEDE & Co. under or
through DTC or  any DTC  participant,  or  any  other Person  which
is  not  shown  on  the registration books of the Company kept by the
Trustee as being a  Holder with  respect to the accuracy of any
records maintained by DTC,  CEDE  & Co. or any DTC participant; the
payment by DTC or any DTC participant to any  beneficial  owner  of
any amount in respect of  the  principal  of, premium, if any, or
interest on the Collateral Trust Bonds of the 6 7/8% Series
registered in the name of CEDE & Co.; the delivery  to  any  DTC
participant or any beneficial owner of any notice which is permitted
or required to be given to Holders herein; the selection by DTC or any
DTC participant of any Person to receive payment in the event of  a
partial payment of any Collateral Trust Bonds of the 6 7/8% Series
registered in the  name  of CEDE & Co.; or any consent given or other
action taken by DTC as Holder.  The Paying Agent shall pay all
principal of, premium, if any,  and  interest on any Collateral Trust
Bonds of the 6  7/8%  Series registered in the name of CEDE & Co.,
only to or upon the order of  CEDE &  Co.,  as  nominee of DTC, and
all such payments shall  be  valid  and effective to fully satisfy and
discharge the Company's obligations  with respect  to  the  principal
of, premium, if any, and  interest  on  such Collateral Trust Bonds of
the 6 7/8% Series to the extent of the sum or sums so paid.  Upon
delivery by DTC to the Trustee of written notice to the  effect that
DTC had determined to substitute a new nominee in place of  CEDE  &
Co., and subject to the provisions herein with  respect to record
dates,  the words "CEDE & Co." herein shall refer  to  such  new
nominee of DTC.

            A  Global  Bond  shall  be  exchangeable  for   definitive
certificates registered in the names of persons other than  DTC  or
its nominee  only  if (i) DTC notifies the Company that it is
unwilling or unable to continue as a depositary for such Global Bond
and no successor depositary shall have been appointed, or if at any
time DTC ceases to be a  clearing agency registered under the
Securities Exchange Act of 1934, at  a  time  when  DTC is required to
be so registered to  act  as  such depositary, (ii) the Company in its
sole discretion determines that such Global Bond shall be so
exchangeable or (iii) there shall have occurred and  be  continuing an
Event of Default with respect to  the  Collateral Trust  Bonds of the
6 7/8% Series.  In any such event, the Trustee shall issue, register
the transfer of and exchange definitive certificates as requested by
DTC in appropriate amounts and the Company and the  Trustee shall  be
obligated to deliver definitive certificates.  In the event definitive
certificates are issued to Holders other than DTC, the provisions
herein shall apply to, among other things, the registration,
transfer of and exchange of such certificates and the method of
payment of  principal  of,  premium, if any, and interest on such
certificates. Whenever DTC requests the Company and the Trustee to do
so, the  Trustee and  the  Company  will cooperate with DTC in taking
appropriate  action after  reasonable  notice (i) to make available
one  or  more  separate certificates evidencing the Collateral Trust
Bonds of the 6 7/8%  Series registered in  the  name of CEDE & Co., to
any DTC  participant  having Collateral Trust Bonds of the 6 7/8%
Series credited to its DTC  account or  (ii) to arrange for another
bonds depository to maintain custody of certificates  evidencing  such
Collateral Trust  Bonds  of  the  6  7/8% Series.

          So long as any Collateral Trust Bonds of the 6 7/8% Series
are registered in the name of CEDE & Co., as nominee of DTC,  all
payments with  respect to the principal of, premium, if any, and
interest on such Collateral Trust  Bonds  of the 6 7/8% Series  and
all  notices,  with respect  to  such Collateral Trust Bonds of the 6
7/8% Series  shall be made and given to DTC as provided in the Letter
of Representations dated April 16, 1997.

           In  connection with any notice or other communication  to
be provided to Holders by the Company or the Trustee with respect  to
any consent  or  other  action  to  be taken by  Holders,  so  long
as  any Collateral Trust Bonds of the 6 7/8% Series are registered in
the  name of  CEDE  & Co., as nominee of DTC, the Company or the
Trustee,  as  the case  may  be, shall establish a record date for
such consent  or  other action and give DTC notice of such record date
not less than 15 calendar days in advance of such record date to the
extent possible.

            The   notice  requirements  set  forth  in  the  Letter of
Representations with respect to redemptions, conversions  and
mandatory tenders shall be effective whenever the Collateral Trust
Bonds of the 6 7/8%  Series  are  registered  in  the  name  of  DTC
or  its  nominee, notwithstanding  any other provision herein, to the
extent  such  other provisions  are incompatible with the notice
requirements set  forth  in the Letter of Representations.

           SECTION  4.  The Collateral Trust Bonds of the 6 7/8%
Series and  the  Trustee's Certificate of Authentication shall be
substantially in the following forms respectively:

                        [FORM OF FACE OF BOND]
                   [FORM OF LEGEND FOR GLOBAL BOND]
                                   
Unless this certificate is presented by an authorized representative
of The  Depository Trust Company, a New York corporation ("DTC"), to
Issuer or  its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede
& Co.  or  in  such other  name as is requested by an authorized
representative of DTC  (and any  payment  is  made  to  Cede & Co. or
to such  other  entity  as  is requested by an authorized
representative of DTC), ANY TRANSFER,  PLEDGE OR  OTHER  USE  HEREOF
FOR VALUE OR OTHERWISE BY OR  TO  ANY  PERSON  IS WRONGFUL  inasmuch
as the registered owner hereof, Cede &  Co.,  has  an interest herein.




                           IES UTILITIES INC.
             COLLATERAL TRUST BOND, ___% SERIES DUE ____.
                                   
                                   
No. ________                                                $_________
                                                     CUSIP ___________

          IES UTILITIES INC., a corporation organized and existing
under the  laws of the State of Iowa (the "Company," which term shall
include any  successor  corporation  as  defined in  the  Indenture
hereinafter referred to),  for  value  received,  hereby  promises
to  pay to ______________,  or  its registered assigns, the  sum  of
_____________ ($_______)  dollars  on  the ___ day of _____,  ____,
in  any  coin  or currency of the United States of America which at
the time of payment is legal  tender for public and private debts, and
to pay interest  thereon in like coin or currency from ______ __,
____, payable semi-annually, on the  ___  day of ______ and ______ in
each year, commencing _______  __, ____, at the rate of ___% per
annum, until the Company's obligation with respect to the payment of
such principal shall be discharged as provided in  the Indenture
hereinafter mentioned.  The interest so payable on any ___ day of
______ or ______ will, subject to certain exceptions provided in the
_____ Supplemental Indenture dated as of ______ __, ____, be paid to
the person in whose name this Collateral Trust Bond is registered at
the close of business on the immediately preceding ______ ____ or
______ ____,  as  the  case  may  be.   Except as  otherwise  provided
in  the Indenture,  any  such  interest not paid  or  duly  provided
for  shall forthwith cease to be payable to such person, and shall
either  be  paid to  the person in whose name this Collateral Trust
Bond is registered at the  close of business on a Special Record Date
for the payment of  such interest  to be fixed by the Trustee, notice
of which shall be given  to holders  of Collateral Trust Bonds of this
Series not less than 10  days prior  to such Special Record Date, or
be paid at any time in any  other lawful  manner not inconsistent with
the requirements of any  securities exchange  on  which  the
Collateral Trust Bonds of this  Series  may  be listed, and upon such
notice as may be required by such exchange, all as more  fully
provided  for in said Indenture.  Both  principal  of,  and interest
on, this Collateral Trust Bond are payable at the agency of the
Company  in  the  City of Chicago, Illinois, or, at the  option  of
the holder, at the agency of the Company in the City of New York.

              This  Collateral  Trust Bond shall not  be  entitled  to
any benefit  under the Indenture or any indenture supplemental
thereto,  or become  valid  or  obligatory  for  any  purpose,  until
the  form  of certificate  endorsed hereon shall have been signed by
or on  behalf  of The First National Bank of Chicago, the Trustee
under the Indenture,  or a successor trustee thereto under the
Indenture, or by an authenticating agent duly appointed by the Trustee
in accordance with the terms of  the Indenture.

           The provisions of this Collateral Trust Bond are continued
on the  reverse hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at this place.

           IN  WITNESS  WHEREOF,  IES Utilities  Inc.  has  caused
this Collateral  Trust Bond to be signed (manually or by facsimile
signature) in  its  name  by  an Authorized Executive Officer, as
defined  in  the Indenture, and its corporate seal (or a facsimile
thereof) to be  hereto affixed  and  attested  (manually  or  by
facsimile  signature)  by  an Authorized Executive Officer, as defined
in the Indenture.

Dated ________________             IES UTILITIES INC.
                                  

                                   By_____________________________
                                     Authorized Executive Officer
                                        
ATTEST:


_____________________________
Authorized Executive Officer

           [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
                                   
           This  is  one  of the Collateral Trust Bonds  of  the
series designated  therein  referred to in the within-mentioned
Indenture  and _____ Supplemental Indenture dated as of ______ __,
____.

                                   THE FIRST NATIONAL BANK
                                   OF CHICAGO, as Trustee


                                   By___________________________
                                     Authorized Officer
                                        
                        [FORM OF REVERSE OF BOND]



                           IES UTILITIES INC.
             COLLATERAL TRUST BOND, ____% SERIES DUE ____
                                   
       This  Collateral Trust Bond is one of a duly authorized issue
of  Collateral  Trust  Bonds of the Company in  an  aggregate
principal amount  of  up  to  $________ of the series hereinafter
specified,  all issued  and  to be issued under and equally secured by
an  Indenture  of Mortgage  and Deed of Trust dated as of September 1,
1993,  executed  by the  Company  to  The First National Bank of
Chicago,  as  Trustee  (the "Trustee"), as supplemented by _____
supplemental indentures, (including a  _____  Supplemental  Indenture
dated as of  ______  __,  ____),  each executed  by  the  Company  to
said  Trustee  (said  Indenture,  as  so supplemented, being herein
sometimes referred to as the "Indenture"), to which  Indenture  and
all indentures supplemental thereto  reference  is hereby  made for a
description of the properties mortgaged and  pledged, the  nature and
extent of the security, the rights of registered  owners of the
Collateral Trust Bonds and of the Trustee in respect thereof, and the
terms and conditions upon which the Collateral Trust Bonds are, and
are to be, secured.  The Collateral Trust Bonds may be issued in
series, for  various  principal sums, may mature at different  times,
may  bear interest  at different rates and may otherwise vary as
provided  in  the Indenture.  This Collateral Trust Bond is one of a
series designated  as the  "Collateral  Trust Bonds, ____% Series Due
____"  (the  "Collateral Trust  Bonds  of  the  ____% Series") of the
Company,  in  an  aggregate principal  amount of up to $________,
issued under and  secured  by  the Indenture  and  described  in the
_____ Supplemental  Indenture  thereto dated as of ______ __, ____
(the "_____ Supplemental Indenture") between the Company and the
Trustee.

           The  Collateral Trust Bonds of the ____% Series will  not
be redeemable  prior  to their maturity by the Company; provided,
however, that  such Bonds may be redeemed by the Company in whole at
any time  or in  part  from  time  to time, up on at least 30  days
notice,  at  the redemption  price  equal to 100% of the principal
amount  thereof,  plus accrued interest to the date of redemption,
through application of  cash received  by the Trustee as a result of
properties of the Company  being taken  by eminent domain or being
sold to an entity possessing the power of eminent domain.

           Each  Holder  of Collateral Trust Bonds of the  ____%
Series shall have the right, at such Holder's option, to require the
Company to redeem such Holder's Bonds on ______ __, ____ (the
"Redemption Date") at a redemption price in cash equal to 100% of the
principal amount of such Bonds  (the  "Redemption  Price"),  together
with  accrued  and  unpaid interest  to  the Redemption Date.  Each
beneficial holder may  exercise such  right  only  with  respect  to
all  of  such  beneficial  holder's Collateral Trust Bonds of the
____% Series, and not a part thereof.  To exercise  the  redemption
right, if the Collateral Trust  Bonds  of  the ____%  Series  are not
then represented by a Global Bond,  a  Holder  of Collateral Trust
Bonds of the ____% Series shall deliver to the  Trustee (i) a duly
signed and completed "Notice to Elect Redemption" not earlier than
______ __, ____ and not later than 5:00 p.m., New York City  time, on
______  __,  ____, and, (ii) all of such Holder's  Collateral  Trust
Bonds  of the ____% Series, duly endorsed, if required, for transfer
to the Company.  Such Notice shall be irrevocable.  If the Collateral
Trust Bonds  of  the  ____% Series are then represented by a  Global
Bond,  a beneficial  holder of Collateral Trust Bonds of the ____%
Series  shall deliver  a  Notice  to  the  broker or participant
through  which  such beneficial  holder holds an interest in such
Collateral Trust  Bonds  of the ___ ____%  Series and such Global Bond
may be delivered in  such  other manner as may be agreed to by DTC or
other securities depositary, as the case  may  be, the Company and the
Trustee; provided, however, that  the corresponding notice to elect
redemption as to any such Collateral Trust Bonds  of the ____% Series
represented by a Global Bond must nonetheless be  received  by  the
Trustee from the Holder thereof  no  earlier  than ______  __,  ____
and no later than 5:00 p.m., New York  City  time,  on ______  __,
____.   The  Collateral Trust Bonds  of  the  ____%  Series
surrendered for redemption shall, on the Redemption Date, become due
and payable  at  the Redemption Price, and from and after such date
(unless the  Company  shall default in the payment of the Redemption
Price  and accrued interest) such Collateral Trust Bonds of the ____%
Series  shall cease to bear interest.

           In  case  an  Event of Default, as defined in the
Indenture, shall  occur,  the principal of all the Collateral Trust
Bonds  of  the ____%  Series  at any such time outstanding under the
Indenture  may  be declared or may become due and payable, upon the
conditions and  in  the manner  and  with the effect provided in the
Indenture.   The  Indenture provides that  such  declaration  may  be
rescinded  under certain circumstances.

           No reference herein to the Indenture and no provision of
this Collateral  Trust  Bond or of the Indenture shall alter  or
impair  the obligation of the Company, which is absolute and
unconditional,  to  pay the  principal  of and premium, if any, and
interest on this  Collateral Trust Bond at the times, place and rate,
in the coin or currency, and in the manner, herein prescribed.

           To  the extent permitted on the front hereof, this
Collateral Trust  Bond may  be  exchanged or transferred without
expense  to  the registered owner  hereof except that any taxes  or
other  governmental charges that may be imposed in connection with
such transfer or exchange shall  be  paid  by  the registered owner
requesting  such  transfer  or exchange as a condition precedent to
the exercise of such privilege.

           Prior  to due presentment of this Collateral Trust  Bond
for registration of transfer, the Company, the Trustee and any agent
of  the Company  or the  Trustee  may  treat the  Person  in  whose
name  this Collateral Trust Bond is registered as the absolute owner
hereof for all purposes,  whether  or not this Collateral Trust Bond
be  overdue,  and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

          As provided in the Indenture, no recourse shall be had for
the payment of the  principal of or premium, if any, or  interest  on
any Collateral Trust  Bonds or any part thereof, or  for  any  claim
based thereon  or otherwise  in  respect  thereof,  or  of  the
indebtedness represented thereby, or upon any obligation, covenant or
agreement under the  Indenture,  against,  and no personal  liability
whatsoever  shall attach to, or be incurred by, any incorporator,
stockholder, officer  or director,  as  such, past, present or future
of the Company  or  of  any predecessor or  successor corporation
(either directly or  through  the Company or a predecessor or
successor corporation), whether by virtue of any  constitutional
provision, statute  or  rule  of  law,  or  by  the enforcement of
any  assessment  or  penalty  or  otherwise;  it  being expressly
agreed  and  understood  that  the  Indenture  and  all the Collateral
Trust Bonds are solely corporate obligations  and  that  any
such  personal  liability is hereby expressly waived and released  as
a condition of, and as part of the consideration for, the execution of
the Indenture and the issuance of the Collateral Trust Bonds.

                      NOTICE TO ELECT REDEMPTION
                                   
           The undersigned hereby irrevocably requests and instructs
IES Utilities Inc. (the "Issuer") to redeem on ______ __, ____, all
of  the Collateral Trust Bonds of the ____% Series which it holds,
pursuant  to the  terms  set  forth  in  such Bonds and  in  the  ____
Supplemental Indenture  dated as of ______ __, ____ between the Issuer
and The  First National  Bank of Chicago (the "Trustee") to the
Indenture  of  Mortgage and  Deed of Trust dated as of September 1,
1993 between the Issuer  and the Trustee (the Indenture, as so
supplemented by the _____ Supplemental Indenture, the  "Indenture").
Capitalized terms  used  herein  without definition shall  have  the
meanings ascribed  to  such  terms  in  the Indenture.

          The undersigned acknowledges that, in order for the
Collateral Trust  Bonds  of  the  ____%  Series to be  redeemed
pursuant  to  this election, (i) the Trustee must receive this "Option
to Elect Redemption" form,  duly completed, from the undersigned (in
the  event  Collateral Trust  Bonds  of the ____% Series are not then
represented by  a  Global Bond), or (ii) the Trustee must receive a
notice to elect redemption  of the  undersigned's Collateral Trust
Bonds of the ____% Series  from  the Holder  thereof (in the event the
Collateral Trust Bonds  of  the  ____% Series are then represented by
a Global Bond), in each case at The First National Bank of Chicago, 14
Wall Street, 8th Floor, Window 2, New York, New  York 10005, or at
such other place or places in New York, New  York as  the Issuer may
from time to time notify to the Holders of the Bonds, no  earlier than
______ __, ____ and no later than 5:00 P.M.,  New  York City time, on
______ __, ____.


           The undersigned hereby certifies that the principal amount
of Collateral Trust  Bonds of the ____% Series owned beneficially  by
the undersigned is as follows:  $___________.

Dated:  _________________, ____


                                   Name of beneficial holder:

                                   __________________________________

                                   By:_______________________________
                                      Name:
                                      Title:



                           [END OF BOND FORM]

                              ARTICLE II

                    ISSUE OF COLLATERAL TRUST BONDS

                                   

           SECTION  1.   Pursuant to the terms of  Section  401  of
the Indenture, the Company  hereby  exercises  the  right  to  obtain
the authentication  of  $55,000,000 principal  amount  of  Collateral
Trust Bonds.

           SECTION 2.  Such Collateral Trust Bonds of the 6 7/8%
Series may  be  authenticated and delivered prior to the filing for
recordation of this Fifth Supplemental Indenture.


                              ARTICLE III
                                   
                              REDEMPTION
                                   
           SECTION  1.  Redemption at Option of Company.  The Collateral
Trust Bonds of the 6 7/8% Series will not be redeemable prior to
their maturity  by  the  Company; provided, however, that such  Bonds
may  be redeemed  by  the Company in whole at any time or in part from
time  to time,  upon  at least 30 days notice, at the redemption price
equal  to 100%  of the principal amount thereof, plus accrued interest
to the date of redemption, through application of cash received by the
Trustee as  a result  of  properties of the Company being taken by
eminent  domain  or being sold to an entity possessing the power of
eminent domain.

           SECTION 2.  Redemption at Option of Holder.  (a)  Each
holder of  Collateral Trust Bonds of the 6 7/8% Series shall have the
right, at such  Holder's option, exercisable to the extent specified
in  paragraph (b) below and during the period and in the manner
specified in paragraph (c)  below,  to require the Company to redeem,
and upon the exercise  of such  right  the  Company shall redeem, such
Holder's  Collateral  Trust Bonds of the 6 7/8% Series on May 1, 2002
(the "Redemption Date")  at  a redemption price in cash equal to 100%
of the principal amount  of  such Collateral  Trust  Bonds of the 6
7/8% Series (the "Redemption  Price"), together  with,  to the extent
provided in paragraph (d) below,  accrued and unpaid interest to the
Redemption Date.

     (b)  If, at the time of exercise of the redemption right, the
Collateral Trust Bonds of the 6 7/8% Series are represented by a
Global Bond,  each  beneficial holder may exercise such redemption
right  only with  respect to all of such beneficial holder's
Collateral Trust  Bonds of  the  6  7/8%  Series, and not a part
thereof. If,  at  the  time  of exercise  of the redemption right, the
Collateral Trust Bonds of  the  6 7/8%  Series  are  not  represented
by a Global Bond,  each  Holder  may exercise such redemption right
only with respect to all of such Holder's Collateral Trust Bonds of
the 6 7/8% Series, and not a part thereof.

          (c)  To exercise the redemption right, if the Collateral
Trust Bonds of the 6 7/8% Series are not then represented by a Global
Bond,  a Holder  of Collateral Trust Bonds of the 6 7/8% Series shall
deliver  to the Trustee at its corporate trust office in The City of
New York (i)  a duly  signed and completed "Notice to Elect
Redemption" (a "Notice")  in substantially the form provided herein,
not earlier than March  1,  2002 and  not later than 5:00 p.m., New
York City time, on April 1, 2002, and (ii)  all of such Holder's
Collateral Trust Bonds of the 6 7/8%  Series, duly endorsed for
transfer to the Company if required by the Trustee  or the  Company.
Such Notice shall be irrevocable.  Any  Notice  received other than
within the period specified herein shall be ineffective.   If the
Collateral Trust Bonds of the 6 7/8% Series are then represented  by a
Global Bond, a beneficial holder of Collateral Trust Bonds of  the  6
7/8%  Series shall deliver a Notice to the broker or participant
through which  such beneficial holder holds an interest in such
Collateral Trust Bonds of the 6 7/8% Series and such Global Bond may
be delivered in such other  manner as may be agreed to by DTC or other
securities depositary, as the case may be, the Company and the
Trustee; provided, however, that the  corresponding notice to elect
redemption as to any such  Collateral Trust  Bonds  of  the 6 7/8%
Series represented by a  Global  Bond  must nonetheless  be  received
by the Trustee from  the  Holder  thereof  no earlier  than March 1,
2002 and no later than 5:00 p.m., New  York  City time, on April 1,
2002.

           (d)   The  Collateral  Trust  Bonds  of  the  6  7/8%
Series surrendered for redemption shall, on the Redemption Date,
become due and payable  at  the Redemption Price, and from and after
such date  (unless the  Company  shall default in the payment of the
Redemption  Price  and accrued interest) such Collateral Trust Bonds
of the 6 7/8% Series shall cease  to bear interest.  On the Redemption
Date, such Collateral  Trust Bonds  of  the  6  7/8% Series shall be
redeemed by the Company  at  the Redemption Price plus accrued
interest to the Redemption Date, exclusive of  installments of
interest whose stated Maturity is on or prior to the Redemption Date,
payment of which shall have been made or duly  provided for to the
Holders of Collateral Trust Bonds of the 6 7/8% Series on the relevant
record date in accordance with Section 307 of the Indenture.

           (e)   On  or  before the Redemption Date, the  Company
shall deposit  with  the  Trustee an amount of money  sufficient  to
pay  the Redemption  Price  and accrued interest, if any, of all  the
Collateral Trust Bonds of the 6 7/8% Series which are to be redeemed
on that date.


                              ARTICLE IV

                        DESCRIPTION OF PROPERTY
                                   
           To  secure the payment of the principal of, premium, if
any, and  interest,  if any, on all Collateral Trust Bonds issued
under  the Indenture and Outstanding (as defined in the Indenture),
when payable in accordance with the provisions thereof, and to secure
the performance by the Company of, and its compliance with, the
covenants and conditions of the  Indenture,  the  Company hereby
grants, bargains,  sells,  conveys, assigns,  transfers, mortgages,
pledges, sets over and confirms  to  the Trustee  a  security interest
in, all right, title and interest  of  the Company  in  and to the
property described in Exhibit A to this Fifth Supplemental Indenture.

                        TO  HAVE  AND  TO  HOLD  all  said property
hereby  granted, bargained,  sold,  conveyed, assigned, transferred,
mortgaged,  pledged, set over and confirmed, or in which a security
interest has been granted by  the  Company in this Fifth Supplemental
Indenture, unto the  Trustee and  its successors and assigns forever,
but in trust nevertheless  upon the  trusts,  for  the purposes, and
subject to all the  exceptions  and reservations,  terms,  conditions,
provisions and  restrictions  of  the Indenture,  and for the equal
and proportionate benefit and security  of all  present  and future
holders of the Collateral Trust Bonds,  without any preference,
priority or distinction of any one Collateral Trust Bond over  any
other Collateral Trust Bond by reason of priority in the issue or
negotiation  thereof  or  otherwise,  except  as  may  otherwise  be
expressly  provided in the Indenture, but subject, however, to  all
the conditions, agreements, covenants, exceptions, limitations,
restrictions and reservations expressed or provided in the deeds or
other instruments of  record  affecting  the  property, or any part
or  portion  thereof, insofar  as  the same are at the time of
execution hereof in  force  and effect and permitted by law.


                               ARTICLE V
                                   
                              THE TRUSTEE
                                   
           The  Trustee  hereby accepts the trusts hereby  declared
and provided,  and agrees to perform the same upon the terms and
conditions in the Indenture set forth and upon the following terms and
conditions:

           The Trustee shall not be responsible in any manner
     whatsoever for  or  in  respect of the validity or sufficiency of
     this  Fifth Supplemental Indenture or the due execution hereof by
     the  Company or for or in respect of the recitals contained
     herein, all of which recitals  are  made  by the Company solely.
     In general,  each  and every  term  and  condition  contained in
     Article  Eleven  of  the Indenture shall apply to this
     Supplemental Indenture with the  same force and effect as if the
     same were herein set forth in full, with such  omissions,
     variations and modifications thereof  as  may  be appropriate  to
     make the same conform to this  Fifth  Supplemental Indenture.
     
                              ARTICLE VI
                                   
                       MISCELLANEOUS PROVISIONS
                                   
           This  Fifth  Supplemental Indenture may  be simultaneously
executed  in any number of counterparts, each of which when so
executed shall  be deemed to be an original; but such counterparts
shall together constitute but one and the same instrument.

           IN WITNESS WHEREOF, the parties hereto have caused this
Fifth Supplemental  Indenture  to  be  duly  executed,  and  their
respective corporate seals to be hereunto affixed and attested, all as
of  the  day and year first above written.

                              IES UTILITIES INC.

                                By /s/  Larry D. Root
                                        Larry D. Root
                                        President & Chief Operating Officer
ATTEST:


/s/  Stephen W. Southwick
     Stephen W. Southwick
     Secretary
                                   THE FIRST NATIONAL BANK OF
                                   CHICAGO, Trustee


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


/s/  Georgia E. Tsirbas
     Georgia E. Tsirbas
     Assistant Vice President




STATE OF IOWA  )
               )  ss:
COUNTY OF LINN )



           On  the  24th  day of April, 1997, before me personally
came Larry D. Root, to me known, who, being by me duly sworn, did
depose  and say  that he is the President & Chief Executive Officer of
IES UTILITIES INC.,  the  corporation  described in and which executed
the  foregoing instrument;  that he knows the seal of said
corporation; that  the  seal affixed  to  said  instrument is such
corporate seal;  that  it  was  so affixed by authority of the Board
of Directors of said corporation,  and that  he  signed  his name
thereto by like authority, acknowledging  the instrument to be the
free act and deed of said corporation.



                                        
                                        /s/  Kathleen C. Balvanz
                                             Notary Public

                                             [Notarial Seal]








STATE OF ILLINOIS   )
                    )  ss:
COUNTY OF COOK      )



           On  the  30th day of April, 1997, before me personally
came John R. Prendiville to me known, who, being by me duly sworn, did
depose and  say  that  he  is a Vice President of THE FIRST  NATIONAL
BANK  OF CHICAGO,  the  national  banking  association  described  in
and  which executed  the  foregoing  instrument; that he knows  the
seal  of  said national  banking association; that the seal affixed to
said  instrument is the seal of said national banking association;
that it was so affixed by  authority  of  the  Board  of Directors  of
said  national  banking association,  and  that he signed his name
thereto  by  like  authority, acknowledging  the  instrument to be the
free  act  and  deed  of  said national banking association.




                                        /s/  Dana McCray
                                             Notary Public

                                             [Notarial Seal]





                               EXHIBIT A
                                   
DESCRIPTION OF PROPERTY

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


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

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