EXHIBIT 10(c)


               IES INDUSTRIES INC. GRANTOR TRUST
                  FOR DIRECTOR RETIREMENT PLAN


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

                      W I T N E S S E T H:

      WHEREAS, the Company has adopted the Director Retirement Plan (the
"Plan");

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

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

      WHEREAS, it is the intention of the parties that this Trust  shall
constitute  an unfunded arrangement and shall not affect the  status  of
the  Plan  as  an unfunded plan maintained for the purpose of  providing
deferred compensation for directors of the Company; and

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

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

                           SECTION 1

                     ESTABLISHMENT OF TRUST

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

     1.2  The Trust hereby established shall be irrevocable.

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

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

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

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

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

                           SECTION 2

     PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES

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

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

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

                           SECTION 3

           TRUSTEE RESPONSIBILITY REGARDING PAYMENTS
         TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT

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

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

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

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

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

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

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

                           SECTION 4

                      PAYMENTS TO COMPANY

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

                           SECTION 5

                      INVESTMENT AUTHORITY

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

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

                           SECTION 6

                     DISPOSITION OF INCOME

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

                           SECTION 7

                     ACCOUNTING BY TRUSTEE

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

                           SECTION 8

                   RESPONSIBILITY OF TRUSTEE

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

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

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

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

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

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

                           SECTION 9

              COMPENSATION AND EXPENSES OF TRUSTEE

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

                           SECTION 10

               RESIGNATION OR REMOVAL OF TRUSTEE

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

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

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

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

                           SECTION 11

                    APPOINTMENT OF SUCCESSOR

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

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

                           SECTION 12

                    AMENDMENT OR TERMINATION

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

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

     12.3 Notwithstanding the foregoing:

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

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

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

                           SECTION 13

                         MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

                           SECTION 14

                         EFFECTIVE DATE

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

                         *  *  *  *  *

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


                                   IES INDUSTRIES INC.


                                   By:
                                        Larry D. Root
                                        President & Chief Operating Officer


                                   NORWEST BANK IOWA, N.A.


                                   By:
                                        Charles W. Hippee
                                        Employee Benefits Manager