SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C  20549

                                  FORM 10-K

For the fiscal year ended December 31, 1994   Commission file number 1-3632

(Mark One)
(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES         
     EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994
                                   OR
( )  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES     
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from                     to                      

                          INTERSTATE POWER COMPANY               
           (Exact name of registrant as specified in its charter)

               DELAWARE                                     42-0329500       
 (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                      Identification No.)

1000 Main St., P.O. Box 769, Dubuque, IA                    52004-0769     
(Address of principal executive office)                     (Zip Code)
                                                                       
Registrant's telephone number, including area code          319-582-5421   

Securities registered pursuant to Section 12(b) of the Act:
                                                  Name of each exchange on 
         Title of each class                          which registered     
Common Stock Par Value $3.50 Per Share            ) New York Stock Exchange 
                                                  ) Chicago Stock Exchange  
                                                  ) Pacific Stock Exchange  
 
Securities registered pursuant to Section 12(g) of the Act:          N O N E
 
    Indicate by check mark whether the registrant (1) has 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
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.    Yes  X  .      No     .

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [  ]

     As of March 1, 1994 the aggregate market value of the voting stock held
by non-affiliates of the registrant was $233,129,495.            

     Indicate the number of shares outstanding of each of the issuer's
classes of common stock.
                                                          Shares Outstanding
                                                            March 1, 1995   
     Common Stock Par Value $3.50 Per Share                   9,564,287

     Documents incorporated by reference - portions of the Annual Report to
Stockholders for 1994 (Exhibit EX-13) are incorporated by reference in Parts
I, II and IV; portions of the Annual Proxy Statement for 1995 are
incorporated by reference in Part III.

                          INTERSTATE POWER COMPANY
                        1994 Form 10-K Annual Report
                              Table of Contents

                                                                     Page
                                   Part I

Item 1.   Business                                                     1
             General                                                   1
             Construction Program                                      1
             Electric Operations                                       1
             Sources and Availability of Raw Materials                 2
             Duration and Effect of Electric Patents and Franchises    3
             Electric Seasonal Business                                3
             Working Capital Items                                     3
             Electric Governmental Regulations                         3
             Electric Competitive Conditions                           4
             Other Sources of Power                                    5
             Other Electric Operations                                 7
             Gas Operations                                            7
             Gas Sources and Availability of Raw Materials             7
             Duration and Effect of Gas Patents and Franchises         9
             Gas Seasonal Business                                     9
             Gas Governmental Regulations                              9
             Gas Competitive Conditions                                9
             Dependence of Segment Upon a Single Customer             10
             Research and Development                                 10
             Electric and Magnetic Fields                             10
             Environmental Regulations                                10
             Employees                                                13
             Accounting Matters                                       13
Item 2.   Properties                                                  14
             Electric Properties                                      14
             Generating Stations                                      15
             Gas Properties                                           16
             General Properties                                       16
             Titles                                                   16
Item 3.   Legal Proceedings                                           16
Item 4.   Submission of Matters to a Vote of Security Holders         17

                                   Part II

Item 5.   Market for Registrant's Common Equity and Related
             Stockholder Matters                                      17
Item 6.   Selected Financial Data                                     17
Item 7.   Management's Discussion and Analysis of Financial 
             Condition and Results of Operations                      17
Item 8.   Financial Statements and Supplementary Data                 17
Item 9.   Disagreements on Accounting and Financial Disclosure        17

                                  Part III

Item 10.  Executive Officers of the Registrant                        18
Item 11.  Executive Compensation                                      18
Item 12.  Security Ownership of Certain Beneficial Owners and 
             Management                                               18
Item 13.  Certain Relationships and Related Transactions              19

                                   Part IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports 
             on Form 8-K                                              19
                                  PART I

ITEM 1.  BUSINESS

     (General)
                         
     Interstate Power Company, (the company), is an operating public
     utility incorporated in 1925 under the laws of the State of Delaware. 
     The company is engaged in the generation, purchase, transmission,
     distribution and sale of electricity.  It owns property in portions
     of twenty-five counties in the northern and northeastern parts of
     Iowa, in portions of twenty-two counties in the southern part of
     Minnesota, and in portions of four counties in northwestern Illinois. 
     The company also engages in the distribution and sale of natural gas
     in Albert Lea, Minnesota; Clinton, Mason City and Clear Lake, Iowa;
     Fulton and Savanna, Illinois and in a number of smaller Minnesota,
     Iowa and Illinois communities, and in the transportation of natural
     gas within Iowa, Minnesota and in interstate commerce.

     For information pertaining to industry segments and lines of business
     please refer to pages 26 and 27 of Exhibit EX-13 (the Annual Report
     to Stockholders). 

     (Construction Program)

     The table below shows actual construction expenditures for 1994 and
     estimated expenditures for the period 1995 through 1999:

                              (Thousands of Dollars)
          1994 Actual              $ 40,600
          1995 Est.                $ 29,500
          1996 Est.                $ 40,400
          1997 Est.                $ 37,200
          1998 Est.                $ 46,700
          1999 Est.                $103,500

     Refer to (Environmental Regulations) on page 10 for additional
     information on construction expenditures related to compliance with
     the regulations of the Clean Air Act of 1990.


     (Electric Operations)

     Of the 234 communities served with electricity, Dubuque, Iowa, is the
     largest with a population of approximately 58,000. Other major cities
     served are Albert Lea, Minnesota and Clinton and Mason City, Iowa. 
     The remainder of the communities served are under 15,000 population,
     of which 193 or 84% are less than 1,000 population.  The company
     sells electricity at wholesale to 19 small communities which have
     municipal distribution systems, 13 of which are total requirements
     customers, and 6 of which are partial requirements customers.

     The territory served with electricity at retail by the company is a
     residential, agricultural and widely diversified industrial area with
     an estimated population of 338,000.

     There have been no significant changes since the beginning of the
     fiscal year in the kind of products produced, services rendered,
     markets or method of distribution.

     The facilities owned or operated by the company include facilities
     for the transmission of electric energy in interstate commerce or the
     sale of electric energy at wholesale in interstate commerce.


     (Sources and Availability of Raw Materials)

     Electricity generated by the company in 1994 was 92.6% from coal as a
     fuel, 0.3% from oil and 7.1% from natural gas.  In 1995, the sources
     of such generation are estimated to be:  97.3% from coal, 0.6% from
     middle distillate oils, and 2.1% from natural gas.  In 1994, 84.0% of
     the company's coal requirements came from long-term contracts.  In
     1995, the company anticipates that 75.8% of its coal requirements
     will be from long-term contracts.  These contracts have expiration
     dates ranging through August 31, 1999.

     The company entered into a contract effective March 1, 1995 through
     August 31, 1999, for a total of 450,000 tons per year of 0.5% sulfur
     Colorado coal for its Kapp #2, a 217 MW unit at Clinton, Iowa because
     of sulfur dioxide restrictions mandated by the Clean Air Act
     Amendments of 1990.

     The company will purchase coal on an annual basis for the Dubuque
     Power Plant and for Lansing Units #1, #2 and #3.

     The company has a contract for 500,000 tons per year for its 260 MW
     Lansing #4 unit.  Lansing Unit #4 requires low sulfur coal, which is
     being purchased in the Powder River Basin of Wyoming.  The company
     has this coal shipped by rail and then transloaded to barge, using
     facilities near Keokuk, Iowa.  A contract with Orba-Johnson
     Transshipment Company, Inc., covers rail to barge coal transloading. 
     Coal required for the company's generation by Neal #4 unit, located
     near Sioux City, Iowa is contracted for by the operator, Midwest
     Power Systems, under terms of the Unit Participation Agreement. 
     Similar arrangements prevail with respect to the company's
     participation in Louisa #1 located near Muscatine, Iowa and operated
     by Iowa-Illinois Gas and Electric Company.

     The company owns 120 coal cars and has an undivided ownership
     (21.528%) in 372 coal cars in connection with Neal #4.  The company
     has an undivided ownership (4%) in 136 cars in connection with Louisa
     #1.  Coal requirements in 1995 will require using leased cars for the
     Louisa #1 coal supply.  

     The company burned 1,110,491 gallons of No. 2 and No. 6 oil in 1994
     and has 6,477,000 gallons of oil storage capacity in which to store
     adequate reserves during periods of high demand on refineries.  The
     company relies on spot purchases of oil.

     The company presently has interruptible natural gas available for its
     electric generation station at Clinton, Iowa through Natural Gas
     Pipeline Company of America. At the Fox Lake and Dubuque plants,
     interruptible gas is available through Peoples Natural Gas Company. 
     There is no assurance that interruptible gas will continue to be
     available as fuel for electric generating plants.

     (Duration and Effect of Electric Patents and Franchises)

     The company owns no patents.

     The company has, in the opinion of its legal counsel, all necessary
     franchises or other rights from the incorporated communities and
     other governmental subdivisions now served, required for the
     operation of its properties.  With 196 electric franchises in effect
     in cities and villages, and with the majority of such franchises
     being for a term of 25 years, the renewal of such franchises is a
     continuing process.  Thirty-two percent (62) of the franchises have
     been secured since January 1, 1985.

 
     (Electric Seasonal Business)

     The effects of air conditioning in summer and heating in winter have
     a seasonal impact on the business of the registrant.  The air
     conditioning sales in the summer months are primarily related to the
     residential and commercial customer classes, however, the company
     does not meter air conditioning sales separately.  During the past
     five years, the highest and lowest average residential consumption in
     the peak summer month has been 891 Kwh (July 1991) and 565 Kwh (June
     1990), respectively, compared to 811 Kwh (January 1991) and 635 Kwh
     (February 1990) during the peak winter month.  Refer to the section
     (Electric Governmental Regulations) for discussion of Iowa seasonal
     rates. 


     (Working Capital Items)

     Three of the company's generating stations are located on the
     Mississippi River at Clinton, Dubuque and Lansing, Iowa, with their
     coal supply being delivered by barge during the barging season
     (approximately April 1st to December 1st).  Coal in the stockpile at
     December 1st of each year has been sufficient to supply the normal
     requirements of these generating stations until the reopening of the
     Mississippi River for barge traffic.  Coal shipments to the company's
     Neal #4 and Louisa #1 generating stations are able to continue
     year-round because river transportation is not involved.


     (Electric Governmental Regulations)     

     In August 1993, the company implemented a revised electric tariff
     structure.  The new tariffs give greater weight to the demand
     component of electric usage, and include a provision for a higher
     rate during the summer cooling season (June-September), but did not
     change the company's overall annual electric revenue.

     The company filed an Iowa electric rate increase application in
     August 1993.  The application requested an annual increase of $11.5
     million, including a return on common equity of 12.35%.  Interim
     rates at an annual amount of $11.0 million were placed in effect on
     October 28, 1993, subject to refund.  An IUB order issued in June
     1994 allowed an annual increase of $7.4 million based on a return on
     common equity of 11.0%.  A second quarter 1994 entry to record the
     refund liability included $0.9 million of revenue reduction
     applicable to the first quarter of 1994 and $0.5 million applicable
     to the fourth quarter of 1993.  Refunds to customers, including $0.2
     million of interest, were made in October 1994.

     In July 1994, the company filed an application with the FERC for an
     increase in annual firm electric wholesale rates of $1.4 million.  In
     August 1994, in accord with the settlement of a wholesale customer
     complaint, the company withdrew the rate request.  The settlement
     also required the company to pay the wholesale customers a cash
     settlement of $0.3 million, and prohibits another firm wholesale rate
     case with an effective date prior to February 28, 1996.  The
     wholesale customer complaint, which was initially filed in 1992,
     alleged that the company had been imprudent by entering into certain
     long-term coal contracts, an associated transloading agreement, and a
     rail transportation agreement. 

     The company's Minnesota rates recover jurisdictional energy
     efficiency expenditures and lost revenues.  Other operating expenses
     for 1994, 1993, and 1992 include $0.5, $0.5, and $0.6 million,
     respectively, for the amortization of Minnesota energy efficiency
     costs.  A May 1994 IUB Order allows recovery of $6.7 million of
     deferred Iowa energy efficiency costs incurred through December 31,
     1992, over a four year period; such recovery began October 1994. 
     Other operating expenses for 1994 include $0.3 million for the
     amortization of Iowa energy efficiency costs.  As of December 31,
     1994, and 1993, the total energy efficiency costs deferred were $17.0
     and $9.7 million, respectively.  Of the $17.0 million total deferred,
     approximately $11.8 million relates to Iowa energy efficiency costs
     incurred in calendar 1993 and 1994.  The company anticipates filing
     in late 1995 for recovery of those costs.  Management believes that
     amounts deferred meet the criteria established by the respective
     commissions for recovery as energy efficiency costs.

     The company's electric rate tariffs provide for recovery of the cost
     of fuel through energy adjustment clauses, which clauses are subject
     to revision from time to time by the regulatory authority having
     jurisdiction.  These clauses are designed to pass on to the consumer
     the increases or decreases in the cost of fuel without formal rate
     proceedings.  Purchased capacity costs are not recovered from
     customers through energy adjustment clauses, but rather must be
     addressed in base rates in a formal rate proceeding.  In the
     company's 1991 Iowa electric rate case, the IUB required that any
     jurisdictional revenue from capacity sales to other utilities be
     returned to Iowa customers through the fuel adjustment clause.


     (Electric Competitive Conditions)

     In 1993 the Illinois Commerce Commission entered an order determining
     that Interstate, and not Jo-Carroll Electric Cooperative, had the
     right to provide electric service to a large new freezer service
     plant near East Dubuque, IL.  The company is providing service to
     that plant pursuant to Commission order.  Jo-Carroll filed for
     judicial review of the Commission action in the Illinois 15th
     Judicial Circuit, which court remanded the proceeding to the
     Commission for further hearings.  Proceedings on remand are now
     pending before the Commission.

     The Energy Policy Act of 1992 (Act) allows FERC to order utilities to
     grant access to transmission systems by third-party power producers.
     The Act specifically prohibits federally-mandated wheeling of power
     for retail customers. The company's industrial rates generally
     compare favorably with those of neighboring utilities. For the
     company's six largest industrial customers, the aggregate 1993 rate
     was approximately 3.4 cents per KWH. This rate also compares
     favorably with that of potential independent power producers and
     electric wholesale generators.  The company's favorable rates
     mitigate the incentive that these customers might otherwise have to
     relocate, self-generate or purchase electricity from other suppliers. 
     The company anticipates that its generating cost will decline
     slightly over the next several years as long-term coal purchase and
     transloading contracts expire and are renegotiated.

     The company has no competition from the same type of public utility
     service in the sale of electricity in any of the incorporated
     communities served by it.  Interstate may be subject to competition
     in unincorporated areas.  In the States of Iowa, Illinois and
     Minnesota, territorial laws govern the question of possible service
     to customers in such unincorporated areas, and such laws regulate
     competition in such areas.  Laws and statutory regulations in the
     different states in which service is rendered provide, under varying
     terms and conditions, for municipal ownership of electric generating
     plants and distribution systems.  Certain franchises under which
     utility service is rendered give the municipality the right to
     purchase the system of the company within said municipality upon
     certain terms and conditions.  However, no such purchase option and
     no right of condemnation of the company's properties has been
     exercised and no municipal generating plant or municipal distribution
     system has been established in the territory now served by the 
     company during the past twenty-five years.

     The Iowa Utilities Board, the Illinois Commerce Commission and the
     Minnesota Public Utilities Commission have each approved tariffs that
     allow the company to offer interruptible electric service for
     qualifying customers.  The availability of this service provides
     price incentives to those customers having the ability to interrupt
     their connected load.  The primary objective of the incentives is to
     reduce the system peak.  The incentives also serve to retain existing
     customers and attract new customers.


     (Other Sources of Power)

     The company has been a participant in the Mid-Continent Area Power
     Pool (MAPP) Agreement since March 31, 1972.  MAPP had a total
     coincident 1994 summer peak of 23,863 MW at which time the net
     capacity of the pool was 31,107 MW.

     Membership in the pool permits sharing of reserve capacities of the
     members which affects reductions in plant facilities investment for
     MAPP members.  The minimum reserve margin for participants in MAPP
     has been established at 15%.

     Parties to the MAPP Agreement include, as participants, 29 electric
     power suppliers consisting of 10 investor-owned utilities, the United
     States Department of Interior (Western Area Power Administration), a
     Canadian system, public power districts and rural electric generating
     and transmission cooperative associations, municipal electric supply
     agencies and, as associate participants, 16 other electric power
     suppliers operating in Canada and in the North Central region of the
     United States.  The pool coordinates planning and operation of power
     suppliers in Minnesota, Wisconsin, Montana, Iowa, Nebraska, North
     Dakota and South Dakota and provides reliability and economy for the
     company's bulk power supply.  The MAPP Agreement was filed with the
     FERC and accepted as an initial rate filing effective December 1,
     1972 and has been in operation since that time.

     In addition to MAPP, the company has interchange connections with
     certain Missouri and Illinois utilities through 345 KV transmission
     systems.  Future interconnections are planned to meet transmission
     requirements for the next ten years.

     In 1992, the company entered into three long-term power purchase
     contracts with other utilities.  The contracts provide for the
     purchase of 230 to 255 MW of capacity over the period from May 1992
     through April 2001.  Energy is available at the company's option at
     approximately 100% to 110% of monthly production costs for the
     designated units.  The three power purchase contracts required
     capacity payments of $24.6, $24.1, and $16.3 million in 1994, 1993,
     and 1992, respectively.  Over the remaining life of the contracts,
     total capacity payments will be approximately $155 million.  The
     purchased power contract payments are not for debt service
     requirements of the selling utility, nor do they transfer risk or
     rewards of ownership.  

     A portion of the purchased power capacity payments is not presently
     being recovered through rates:

          A 1992 rate order by the MPUC held that the company had 100 MW
          of excess capacity.  The Minnesota jurisdictional portion of the
          100 MW of disallowed capacity is approximately $1.9 million
          annually.

          An additional 25 MW of purchased power contracts became
          effective after 1992.  Annual electric rates do not provide for
          the recovery of $0.8 and $0.2 million, respectively, applicable
          to the Iowa and Minnesota jurisdictions.

          The company has not yet filed for rate recovery of the allocable
          portions of the purchased power payments in the Illinois and
          FERC jurisdictions.  The annual Illinois and FERC jurisdictional
          portions are approximately $1.7 and $0.9 million, respectively.

     The amounts which are not being recovered through rates are expensed
     as incurred.  The impact of not recovering the purchased power
     payments is mitigated to the extent that load growth has occurred
     since the last rate case.

     The company has contracts with several governmental power agencies
     whereby the company provides transmission service to their
     customer/members.  During 1994, the company received $1,171,806 for
     transmission service to customers of the Western Area Power
     Administration (WAPA), and $1,267,322 from Cooperative Power
     Association (CPA) for wheeling power to nine of its member
     distribution cooperatives.

     The company's contract with CPA also provides for payment by the
     company for needed mutually utilized facilities constructed and owned
     by CPA.  During 1994, these payments amounted to $336,736.

     The company and Southern Minnesota Municipal Power Agency (SMMPA)
     have agreed by contract to compensate each other if
     over/underinvestment in the shared transmission system occurs. 
     During 1994, SMMPA made payments to the company in the amount of
     $524,700.

     The company's contract with Central Iowa Power Cooperative (CIPCO)
     provides for compensation to each other if over/underinvestment in
     the shared transmission system occurs.  During 1994, the company owed
     CIPCO $59,195 for underinvestment in the Liberty Substation property,
     of which $41,038 was paid in 1995.


     (Other Electric Operations)

     The 1994 peak of 932,081 KW occurred on June 17, 1994 between 2:00
     and 3:00 in the afternoon.  At the time of its 1994 peak the company
     had a net effective electric capability of 1,308,600 KW.  Of this net
     effective capability at the time of peak, 901,300 KW was in steam
     generation, 113,500 KW was in combustion turbine and the balance was
     in internal combustion units and purchases.  The previous historical
     system net peak load for a sixty-minute period, of 927,366 KW, was
     reached on August 26, 1993.  


     (Gas Operations)

     The company supplies retail gas service in 39 communities and serves
     approximately 48,500 gas customers.

     There have been no significant changes since the beginning of the
     fiscal year in the kind of products produced, markets or methods of
     distribution.  
     

     (Gas Sources and Availability of Raw Materials)

     The natural gas industry was recently restructured as a result of
     Order 636, issued by the Federal Energy Regulatory Commission (FERC)
     on April 8, 1992.  This Order required the interstate pipelines to
     provide transportation capacity unbundled (separated) from the sales
     of gas supply, as well as to provide open access to their storage
     facilities.  The company no longer purchases a bundled gas supply
     from Northern Natural Gas Company (NNG) and Natural Gas Pipeline
     Company of American (NGPL).  The company purchases pipeline capacity
     (space) from these companies to deliver a gas supply purchased from
     others.  During 1994 the company purchased gas from eleven non-
     traditional suppliers, i.e. producers, brokers and marketers, at
     market responsive rates.  The FERC continues to approve the tariffs
     of NNG and NGPL, but only with regard to capacity and storage rates,
     subject to change as rate cases are filed.

     A section of the Order permits the interstate pipelines to pass on
     industry transition costs to their customers.  Transition costs are
     comprised of gas supply realignment costs, unrecovered gas cost,
     stranded costs and new facilities costs.  As a customer of NGPL and
     NNG, Interstate is subject to a share of those costs.  The FERC has
     approved the Order 636 Settlements between NNG, NGPL and their
     customers.

     Gas for the company's Mason City, Albert Lea and Savanna service
     areas is transported by NNG under capacity contracts for 36,533 Mcf
     daily, and for an additional 15,657 Mcf in the November to March time
     frame.  The majority, 27,194 Mcf, of the above capacities is from the
     producing areas of New Mexico, Oklahoma and Texas, etc.  These
     contracts expire in October, 1997.  Gas is supplied by producers,
     marketers and brokers, as well as from storage services, to meet the
     peak heating season requirements.  The Company had 22,302 Mcf/day of
     storage, with the necessary pipeline capacity, available for the
     1994-1995 heating season.

     Gas for its Clinton service area is transported by NGPL under
     capacity contracts for 19,751 Mcf annually, with expiration dates of
     December 1, 1995 (6,949), December 1, 1995 (2,832), February 28, 1996
     (4,970), and November 30, 1996 (5,000).  This gas is supplied by
     producers, marketers and brokers.  The company supplements this
     capacity with storage gas, which has the pipeline capacity embedded
     in its FERC approved rate.  The company had 11,779 Mcf of storage
     available for the 1994-1995 heating season.

     During 1994, the company utilized approximately 39.2% of its
     annualized daily contract gas available from its firm suppliers.  The
     Company's total throughput level of 33,653,839 Mcf represents a 1.0%
     decrease for 1994, as compared to 1993.  The total throughput was
     composed of contract supply gas (26.3%), spot gas (0.9%) and customer
     transportation gas (72.8%).

     During 1994, eighteen of Interstate's customers transported a total
     of 24,498,793 Mcf of their own gas over the company's pipeline and
     distribution systems.  In 1992, sixteen of Interstate's customers
     transported a total of 23,547,107 Mcf, and in 1993, nineteen
     customers transported a total of 23,994,891 Mcf.  The customer owned
     gas was delivered by interstate pipeline companies for those
     customers' accounts to Interstate's town border stations, and is
     subsequently delivered to the customers under tariffs approved by
     respective state commissions.  Company policy is to assist any
     customer in exploring its options relative to purchasing gas directly
     from the producing sector.

     The Company owns propane-air gas plants in Albert Lea, Minnesota and
     Clinton and Mason City, Iowa.  The daily output capacities are: 
     5,500 Mcf, 4,000 Mcf and 9,600 Mcf of propane-air mix gas
     respectively.

     The requirement for gas on the peak winter day of the 1993-1994
     season was 128,041 Mcf, including both firm and interruptible
     customers.  This peak consisted of 38.2% jurisdictional sales gas,
     0.0% spot gas, 37.3% customer purchased gas, 23.7% storage gas and
     0.8% propane-air from the company's peak-shaving plant.  The maximum
     daily firm gas sales during the 1993-1994 season were as follows: 
     Albert Lea 15,826 Mcf; Savanna 2,950 Mcf; Clinton 26,523 Mcf; Mason
     City 33,073 Mcf, or 61.2% of the peak winter day throughput.


     (Duration and Effect of Gas Patents and Franchises)

     The company owns no patents.

     The company has, in the opinion of its legal counsel, all necessary
     franchises or other rights from the incorporated communities and
     other governmental subdivisions now served, required for the
     operation of its properties.  With 34 gas franchises in effect in
     cities and villages, and with the larger majority of such franchises
     being for a term of 25 years, the renewal of such franchises is a
     continuing process.  Fifty percent (17) of the franchises have been
     secured since January 1, 1985.


     (Gas Seasonal Business)

     The effects of heating sales to the residential and commercial
     classes of customers have a significant seasonal impact on the
     business of the registrant.  The heating sales in the winter months
     account for 98% of the total annual sales to these classes of
     customers.  The average consumption for a residential customer during
     the peak winter months is 18.6 Mcf compared to the average of 2.6 Mcf
     during the summer.  The average consumption for a commercial customer
     during the peak winter months is 90.6 Mcf compared to the average of 
     13.2 Mcf during the summer.
     

     (Gas Governmental Regulations)

     Order 636 provides a mechanism under which pipelines can recover
     prudently incurred transition costs associated with the restructuring
     process.  The company's pipeline suppliers have filed with the FERC
     to recover transition costs from the local distribution companies. 
     The company incurred $2.1 million of transition costs in 1994 and is
     currently recovering these costs from customers through the purchased
     gas adjustment clause.  While the ultimate level of transition costs
     could vary as Order 636 filings are revised and proceedings
     completed, the company estimates that the remainder will aggregate
     approximately $5.2 million payable in declining installments from
     1995 to 2004.  The company anticipates that under customary
     ratemaking practices, future transition costs will be recovered from
     customers, and has recorded on its balance sheet a liability and a
     corresponding regulatory asset in the amount of $5.2 million.


     (Gas Competitive Conditions)

     The company has no competition from the same type of public utility
     service in the sale of gas in any of the incorporated communities
     serviced by it.  Certain major industrial customers of the company
     purchase their own gas supply from producers and have that gas
     transported by the company as described in the "Gas Sources and
     Availability of Raw Materials" section.  Laws and statutory
     regulations in the different states in which service is rendered
     provide, under varying terms and conditions, for municipal ownership
     of distribution systems.  Certain franchises, under which utility
     service is rendered, give the municipality the right to purchase the
     system of the company within said municipality upon certain terms and
     conditions.  However, no such purchase option and no right of
     condemnation of the company's properties has been exercised and no
     municipal distribution system has been established in the territory
     now serviced by the company during the past twenty-five years.

     
     (Dependence of Segment Upon a Single Customer)

     In 1994, 1993 and 1992, the company had no single customer or
     industry for which electric and/or gas sales accounted for 10% or
     more of the company's consolidated revenues.  In 1994, the company's
     three largest industrial customers accounted for 1,339,433,851 Kwh of
     electric sales ($43,779,424) and 22,523,696 Mcf of gas sales and
     transportation ($2,155,958).  The company's largest gas customer,
     which represents 30% of the company's total gas throughput, is
     committed by contract for the next seven years.


     (Research and Development)

     The company has no full-time professional employees engaged in
     research activities and had no company-sponsored research programs
     during 1994, 1993 and 1992.  In the public utility industry, research
     is commonly and traditionally done by manufacturers of equipment,
     trade organizations to which the company belongs, and university
     research programs.  In 1994 approximately $1,072,871 was paid for
     research activities compared with $1,090,184 in 1993 and $1,013,003
     in 1992.


     (Electric and Magnetic Fields)

     The possibility that exposure to electric and magnetic fields
     emanating from power lines and other electric sources may result in
     adverse health effects has been a subject of increased public,
     governmental and media attention.  A considerable amount of
     scientific research has been conducted on this topic with no
     definitive results.  Research is continuing.  It is not possible to
     tell what, if any, impact these actions may have on the company's
     financial condition.


     (Environmental Regulations)   
     
     The company is subject to various federal and state government
     environmental regulations. The company meets existing air and water
     regulations. The Federal Clean Air Act Amendments of 1990 requires
     reductions in certain emissions from power plants. The legislation
     has two deadlines for compliance, Phase 1 (January 1, 1995) and Phase
     2 (January 1, 2000). The company has switched to a low sulfur coal
     and installed low nitrogen oxide burners at the 217 MW plant affected
     by Phase 1. Additional capital expenditures of $11 million will be
     required in 1995 and 1996 to comply with environmental standards
     applicable to power plants. Management anticipates that additional
     costs incurred will be recovered through customer rates.

     The United States EPA, via the Clean Water Act, and the states have
     promulgated discharge limits necessary to meet water quality
     standards.  A National Pollutant Discharge Elimination System (NPDES)
     permit is required for all discharges.  The company has current NPDES
     permits for all discharges and meets or or falls within the required
     discharge limits.
     
     Early this century, various utilities including the company operated
     plants which produced manufactured gas for cooking and lighting. The
     company's facilities ceased operations approximately 40 years ago
     when natural gas pipelines were extended into the upper Midwest. Some
     of the former gasification sites contain coal tar waste products
     which may present an environmental hazard. 

     In 1957, the company purchased facilities in Mason City, Iowa, from
     Kansas City Power & Light Company (KCPL) which included land
     previously used for a coal gasification plant. Coal tar waste was
     discovered on the property in 1984. A Remedial Investigation and a
     Feasibility Study have been approved by the U.S. EPA, and the company
     anticipates that remediation will begin in 1995 following U.S. EPA
     designation of the clean-up process. The Federal District Court ruled
     in 1993 that KCPL is liable to the company regarding the response
     costs at the Mason City site. (KCPL is an A rated company with total
     assets in excess of $2 billion.) Additional court proceedings will be
     held in 1995 to determine the extent of that liability. The company
     anticipates that it may incur additional costs to clean-up the site,
     but that such costs should be recoverable from KCPL or from gas
     customers. In 1994, the company recorded an additional $2.3 million
     liability for the estimated clean-up costs, and based on the current
     regulatory treatment, an equal regulatory asset. The company did not
     expense any investigation and remediation costs related to the Mason
     City site in 1994 or 1993; it has expensed $2.5 million of
     investigation and remediation costs applicable to the site since the
     discovery of the coal tar waste.

     The company formerly operated a manufactured gas plant in
     Rochester,Minnesota. This facility was sold to another utility, which
     later demolished the plant. The site is currently owned by a utility
     and the City of Rochester. Agreements have been reached between the
     Minnesota Pollution Control Agency and all three parties noted above
     regarding the clean-up process. The remediation process began in 1994
     and is expected to be completed in early 1995. Pursuant to the
     settlements described above, with total cost not to exceed $9.662
     million, the company has agreed to pay approximately two-thirds of
     the cost of investigation and clean-up.  The company accrued
     (expensed) $0.8, $3.5, $1.2, and $0.2 million in 1994, 1993, 1992,
     and 1991, respectively.

     In addition, the company has identified, or has been identified, as
     an owner or operator of seven other manufactured gas plant sites in
     the Midwest: sites in Savanna and Galena, Illinois; a site in
     Clinton, Iowa; and sites in Albert Lea, Austin, New Ulm and Owatonna,
     Minnesota. The Savanna, Illinois, and Clinton, Iowa, sites are
     currently owned by the company; the remaining sites are owned by
     third parties. Potentially hazardous wastes allegedly associated with
     former coal gasification operations have been identified at all
     sites. Investigation of site conditions are in various stages at all
     of the sites.

     The company's accrued environmental liabilities of $3.5 million at
     December 31, 1994, will cover known expenses for investigative and
     remediation work. Additional liabilities, if any, cannot be
     determined until further investigative work is performed.

     In 1994, the company filed a lawsuit against certain of its insurers
     to recover the costs of investigating and cleaning up, as necessary,
     the former coal gasification plants. Neither the company nor its
     legal counsel is able to predict the amount of any insurance
     recovery, and accordingly, no potential recovery has been recorded.

     Previous actions by Iowa, Illinois, and Minnesota regulators have
     permitted utilities to recover prudently incurred investigation,
     remediation and legal costs (response costs). The company anticipates
     that costs applicable to the Iowa and Illinois jurisdictions will be
     recovered from customers.  Effective February 1993, a representative
     level of investigation,  remediation and legal costs of $0.7 million
     per year applicable to the two Iowa sites is being recovered from
     customers through gas rates.  Investigation and remediation costs
     through December 31, 1993, have been charged to expense. In
     accordance with the established practice of the Iowa Utilities Board
     (IUB), the 1994 accrual of $2.3 million for future remediation costs
     has been offset by a regulatory asset. Such costs will be charged to
     expense as they are incurred in the future.  The company's Illinois
     electric and gas tariffs provide for a rider to recover prudently
     incurred investigation and remediation costs. In 1994, $0.3 million
     of costs applicable to Illinois were charged to a regulatory asset
     and will be amortized to expense as they are recovered from customers
     beginning in 1995.

     While the company is currently seeking an accounting order which
     would allow the deferral of a portion or all of the remediation costs
     applicable to its Minnesota jurisdiction, it may be difficult for the
     company to recover all costs applicable to the Minnesota sites. The
     MPUC has indicated that this type of cost should not be shared by
     electric customers, and the company has relatively few Minnesota gas
     customers. To-date, all estimated Minnesota jurisdictional costs have
     been charged to expense. 

     Under the Federal Comprehensive Environmental Response, Compensation
     and Liability Act (CERCLA), a past waste generator can be designated
     by the United States Environmental Protection Agency (U.S. EPA) as a
     Potentially Responsible Party (PRP). Certain types of used
     transformer oil (primarily those containing polychlorinated
     biphenyls, or "PCBs") have been designated as hazardous substances by
     the U.S. EPA. The company has been cited as a PRP by the U.S. EPA for
     the clean-up of the facilities formerly operated by Martha C. Rose
     Chemicals, Inc. in Holden, Missouri. Clean-up of the site began in
     1994, with final completion scheduled for early 1995. The Martha Rose
     Chemical Steering Committee has estimated that total clean-up cost
     may be up to $22.8 million. The company's proportionate share of
     clean-up costs has been $0.3 million to-date. The Steering Committee
     has indicated that it has more than adequate funds to complete the
     clean-up.

     In 1988, the U.S. EPA designated the company a PRP for the clean-up
     of former salvage facilities operated by the Missouri Electric Works,
     Inc. (MEW) in Cape Girardeau, Missouri. A portion of the
     PCB-contaminated equipment found at the site was formerly owned by
     the company. The company has notified the U.S. EPA that it disclaims
     responsibility for the site, as the equipment was in proper operating
     condition when sold by the company to a third party, which
     subsequently made arrangements to transport this equipment to MEW.
     The U.S. EPA has not responded to the company's disclaimer. The
     company has not recorded any liability for the MEW site, and
     management believes that it will be able to successfully defend
     itself against any claims applicable to the site.


     (Employees)

     The company has 978 regular employees consisting of 940 full-time and
     38 part-time employees.


     (Accounting Matters)

     The company adopted SFAS No. 106, "Accounting for Postretirement
     Benefits Other Than Pensions" in 1993. SFAS 106 requires that the
     cost of providing such future postretirement benefits be accrued over
     the employees' service periods.  The postretirement benefit
     obligation at January 1, 1993 (transition obligation) was $30.9
     million and is being amortized over a 20 year period.  The annual
     SFAS 106 cost for 1994 and 1993 was $4.9 million with the pay-as-you-
     go amount of $1.9 and $1.7 million, respectively.  Recovery of SFAS
     106 costs must be addressed in rate proceedings.  The Iowa Utilities
     Board (IUB) allowed recovery of $0.3 million per year of additional
     SFAS 106 expense in gas rates effective May 1993, and the recovery of
     $1.6 million in electric rates effective November 1993.  The company
     has deferred the difference between the SFAS 106 costs and the pay-
     as-you-go amount applicable to the FERC electric and Minnesota
     electric and gas jurisdictions until rate cases are filed to recover
     the additional costs.  Based on precedent established by the FERC and
     Minnesota Public Utilities Commission (MPUC), the company believes
     that amounts deferred as of December 31, 1994, meet the criteria
     established by the Financial Accounting Standards Board.  SFAS 106
     costs in excess of the pay-as-you-go amount included on the balance
     sheet as regulatory assets were $2.6 million at year-end 1994 and
     1993.  In Illinois, SFAS 106 costs are expensed currently since
     deferral accounting is not allowed.













ITEM 2.  PROPERTIES

     The principal power plants and other materially important physical
     properties of the Company are maintained in accordance with sound
     operating practices.  Their general character and location are
     described below:


     (Electric Properties)

     The Company has been a participant in the Mid-Continent Area Power
     Pool (MAPP) Agreement since March 31, 1972.  As a part of this power
     network the Company is the owner of a 55.0 mile section of the 345 KV
     transmission line extending from St. Louis, Missouri to Minneapolis,
     Minnesota; a 15.5 mile section of the 345 KV transmission line
     between Minneapolis, Minnesota and Kansas City, Missouri; a 5.0 mile
     345 KV transmission line from near Clinton, Iowa to near Cordova,
     Illinois; a 49.8 mile 345 KV transmission line from near Clinton,
     Iowa to a substation south of Dubuque, Iowa; and three associated
     345/161 KV substations.

     The Company's electric generating stations at year-end consist of six
     steam plants, three combustion turbine stations, and five internal
     combustion facilities.  Pertinent information regarding each electric
     generating station is shown on the following page:

































                INTERSTATE POWER COMPANY GENERATING STATIONS

                                                                    Net
                      Generating Units        December 31, 1994    Output
                        Nameplate                Capability        in KWH
                 Unit   Capacity     Year      KW         KW       (000's)
Location        Number     KW     Installed  (Gross)     (Net)      1994   
STEAM:  
Dubuque, IA         2     15,000     1929      82,500     78,000    151,312
                    3     25,000     1952
                    4     33,000     1959
Clinton, IA         1     15,000     1947     254,900    235,000    973,638
 (M.L.Kapp Plt.)    2    212,284     1967
Lansing, IA         1     15,000     1948     337,800    320,000    837,454
                    2     11,500     1949
                    3     33,000     1957
                    4    252,649     1977 
Sherburn, MN        1     11,500     1950     113,500    108,000    267,653
 (Fox Lake Plt.)    2     11,500     1951
                    3     75,000     1962
Sioux City, IA      4*   125,924     1979     142,000    134,300  1,006,325
 (Neal Unit #4)
Louisa County, IA   1**   27,400     1983      28,400     27,000    172,353
 (Louisa Unit #1)                                                          
TOTAL STEAM                                   959,100    902,300  3,408,735


GAS TURBINE:        
Montgomery, MN      1     26,535     1974      22,200     22,200        611 
Sherburn, MN        4     26,535     1974      21,300     21,300        321
 (Fox Lake Plt.)
Mason City, IA      1     37,520     1991      70,400     70,000      2,073
 (Lime Creek Plt.)  2     37,520     1991                                  
TOTAL GAS TURBINE                             113,900    113,500      3,005


INTERNAL COMBUSTION:
Dubuque, IA         1      2,000     1966       4,600      4,600        (83)
                    2      2,000     1966
Hills, MN           2      2,000     1960       2,000      2,000        (63)
Lansing, IA         1      1,000     1970       2,000      2,000          5
                    2      1,000     1971         
New Albin, IA       1        685     1970         700        700        (34)
Rushford, MN        1      2,000     1961       2,000      2,000        (88)
TOTAL INTERNAL COMBUSTION                      11,300     11,300       (263)


TOTAL COMPANY                               1,084,300  1,027,100  3,411,477


*    Interstate owns 21.528% of a 584,931 KW unit operated by Midwest Re-
     sources.
**   Interstate owns 4.0% of a 685,000 KW unit operated by Iowa-Illinois
     Gas and Electric Company.




     (Gas Properties)

     The company owns and operates natural gas distributing systems in
     Albert Lea, Minnesota; Savanna, Illinois; Clinton, Mason City and
     Clear Lake, Iowa and in a number of smaller Minnesota, Illinois and
     Iowa communities.  At Albert Lea, the company owns 14 tanks with a
     liquid propane storage capacity of 357,000 gallons; at Clinton, there
     are 12 tanks with 306,000 gallons capacity and at Mason City, 22
     tanks with 561,000 gallons capacity.

     The company also owns 100 gas regulating stations and approximately
     966 miles of gas distribution mains.

     
     (General Properties)

     The company owns numerous miscellaneous properties in various parts
     of its territory which are used for office, service and other
     purposes.  The most important of these are three General Office
     buildings in Dubuque and the district office buildings at Clinton,
     Decorah, Dubuque, Mason City and Oelwein, Iowa and Albert Lea, and
     Winnebago, Minnesota and the distribution service buildings in each
     of those locations.  The company, as lessee, leases office space at
     various locations.  The company also leases a few small parcels of
     land for storage of poles and miscellaneous temporary uses.


     (Titles)

     In the opinion of legal counsel for the company, the company has
     satisfactory title to its properties for use in its utility
     businesses subject only to permitted liens as defined in the Bond
     Indenture and to minor defects and encumbrances customarily found in
     cases of like size and character and which do not materially
     interfere with the use of such properties.

     Properties such as electric transmission and electric and gas
     distribution lines are constructed principally on rights-of-way which
     are maintained under franchise or held by easement only.

     All properties of the company, other than "excepted property" as
     defined in the Bond Indenture, are subject to the lien of the
     company's Bond Indenture dated as of January 1, 1948, as
     supplemented, securing the company's outstanding First Mortgage
     Bonds.


ITEM 3.  LEGAL PROCEEDINGS

     Reference is made to "Electric Governmental Regulations", "Electric
     Competitive Conditions" and "Environmental Regulations" under "Item
     1. Business" for certain pending legal proceedings and proceedings
     known to be contemplated by governmental authorities.  Reference is
     also made to Note 9 to Financial Statements of the Annual Report to
     Stockholders, included herein as EX-13.  Other than these items,
     there are no material pending legal proceedings, or proceedings known
     to be contemplated by governmental authorities, other than ordinary
     routine litigation incidental to the business, to which the company
     is a party or of which any of the company's property is the subject.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There was no submission of matters to a vote of security holders
     during the fourth quarter of the 1994 year.



                                  PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

     For information pertaining to common stock market data required by
     Item 201 of Regulation S-K please refer to page 32 of Exhibit EX-13
     (the Annual Report to Stockholders).


ITEM 6.  SELECTED FINANCIAL DATA

     For information pertaining to selected financial data required by
     Item 301 of Regulation S-K please refer to page 31 of Exhibit EX-13
     (the Annual Report to Stockholders).


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

     For information pertaining to management's discussion and analysis
     required by Item 303 of Regulation S-K please refer to pages 1 
     through 11 of Exhibit EX-13 (the Annual Report to Stockholders). 


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Financial statements and supplementary data incorporated by reference
     to Exhibit EX-13 (the Annual Report to Stockholders for 1994):

     Statements of Income and Retained Earnings     Page  12        
     Statements of Cash Flows                       Page  13      
     Balance Sheets                                 Pages 14 & 15
     Statements of Capitalization                   Page  16      
     Notes to Financial Statements                  Pages 17 - 28
     Independent Auditors' Report                   Page  29


ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     None.








                                 PART III

ITEM 10. EXECUTIVE OFFICERS OF THE REGISTRANT

     Name               Age  Offices Held Past 5 Years
     W. H. Stoppelmoor  61   1-1-87 - President & Chief Executive
                                        Officer
                             5-1-90 - President, Chief Executive Officer
                                        & Chairman of the Board

     M. R. Chase        56   1-1-91 - Vice President-Production
                             5-7-91 - Vice President-Power Production

     A. D. Cordes       63   1-1-86 - Vice President-District
                                        Administration
                             5-1-90 - Vice President-District
                                        Administration & Public Affairs

     R. R. Ewers        50   5-1-90 - Vice President-Administrative
                                        Services

     D. E. Hamill       58   9-1-80 - Vice President-Budgets &
                                        Regulatory Affairs

     G. L. Kopischke    63   9-1-80 - Vice President-Electric Operations

     J. C. McGowan      57   2-1-89 - Secretary & Treasurer

     R. P. Richards     58   1-1-91 - Vice President-Gas Operations

     W. C. Troy         56   5-1-86 - Controller

     All officers are elected and serve as such until the next annual
     meeting of directors.  There are no arrangements or understandings
     with respect to election of any person as an officer.
     
     For information pertaining to directors, and other data required by
     Items 401 and 405 of Regulation S-K, refer to pages 3 through 6 of
     the company's Official Proxy Statement filed with the Securities and
     Exchange Commission on March 21, 1995.


ITEM 11. EXECUTIVE COMPENSATION

     Refer to information on pages 8, 9, 10, 11 and 12 of the company's
     Official Proxy Statement filed with the Securities and Exchange
     Commission on March 21, 1995 for data required by Item 402 of
     Regulation S-K.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Refer to information on pages 6 and 7 of the company's Official Proxy
     Statement filed with the Securities and Exchange Commission on 
     March 21, 1995 for data required by Item 403 of Regulation S-K.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Transactions with Management and Others:

     In 1994 there were no transactions and there are presently proposed
     no transactions with management, to which the company or its
     subsidiary was or is to be a party, of the character as to which
     answer is called for in response to Item 404(a) of Regulation S-K.

     Indebtedness of Management:

     No director or officer, or nominee for election as a director, or any
     associate of any thereof, was indebted to the company or its
     subsidiary during 1994, as to which answer is called for in response
     to Item 404(b) of Regulation S-K.



                                  PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)                List of documents filed as part of this report:

                        1.   The financial statements, including
                             supporting schedules, are listed in the Index
                             to Financial Statements, Schedules and
                             Exhibits filed as part of this Annual Report.

                        2.   Exhibits which are filed herewith, including
                             those incorporated by reference are listed in
                             the Index to Financial Statements, Schedules
                             and Exhibits filed as part of this Annual
                             Report.

     (b)                Reports on Form 8-K:

                        No reports on Form 8-K were filed with the
                        Securities and Exchange Commission during the last
                        quarter of 1994.  


















INDEX TO FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS

The 1994, 1993 and 1992 financial statements, together with the
Independent Auditors' Report thereon of Deloitte & Touche LLP, dated 
February 2, 1995, appearing on pages 12 through 29 of Exhibit EX-13 
(the 1994 Annual Report to Stockholders), are incorporated in this 
Form 10-K Annual Report.  The following additional data, as attached 
on EX-23.a, EX-23.b, and S-1 should be read in conjunction with the
financial statements in such Exhibit EX-13.

Schedules and other historical financial information not included with
this additional financial data have been omitted because they are not
applicable or the required information is shown in the financial
statements or notes thereto.


                                                Page or Exhibit Reference 
                                                               
                                                           Exhibit EX-13
                                                 Form    (Annual Report to
                                                 10-K      Stockholders)

Report of Independent Auditors                  EX-23.a
Consent of Independent Auditors                 EX-23.b

Financial Statements:
  Statements of Income and Retained Earnings 
    for the years ended December 31, 1994, 
    1993 and 1992                                                 12
  Statements of Cash Flows for the years ended 
    December 31, 1994, 1993 and 1992                              13
  Balance Sheets, December 31, 1994 and 1993                    14 & 15
  Statements of Capitalization, December 31, 
    1994 and 1993                                                 16
  Notes to Financial Statements                                 17 - 28
  Selected Financial Data                                         31
  Common Stock Market Data                                        32 

Management's Discussion and Analysis                             1 - 11

Schedule II:  Valuation and Qualifying Accounts
                    and Provisions                                S-1







               








INDEX TO FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS (CONT'D.)

Exhibits filed as part of this report:

EX-4      Statement regarding availability upon request of Loan Agreement
          and Pollution Control Indenture.

EX-10.a   Coal Supply Agreement between Interstate Power Company and
          Powderhorn Coal Company filed under Form SE as confidential and
          non-public.

EX-13     The Company's 1994 Annual Report to Stockholders.

EX-23.a   Report of Independent Auditors

EX-23.b   Consent of Independent Auditors

EX-27     Financial Data Schedule

EX-99.a   Listing of current material contracts, indentures and other
          exhibits and identified as having been previously filed with the
          Commission.





































                                SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                       INTERSTATE POWER COMPANY



Date     March 16, 1995                By /s/ W. H. STOPPELMOOR     
                                             (W. H. Stoppelmoor,    
                                             President and Chief
                                             Executive Officer)



Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

     Signature                          Title                  

/s/ W. H. STOPPELMOOR         President and Chief Executive   
   (W. H. Stoppelmoor)         Officer (Principal Executive
                               Officer and Principal 
                               Financial Officer)

/s/ W. C. TROY                Controller (Principal           
   (W. C. Troy)                Accounting Officer)
                    
/s/ A. B. ARENDS              Director
   (A. B. Arends)       
                    
                              Director
   (J. E. Byrns)      
                       
/s/ A. D. CORDES              Director
   (A. D. Cordes)

/s/ J. L. HANES               Director                 
   (J. L. Hanes)              
                
/s/ G. L. KOPISCHKE           Director
   (G. L. Kopischke)    
                
/s/ N. J. SCHRUP              Director
   (N. J. Schrup)      




Date  March 16, 1995   



                                                               SCHEDULE II

                         INTERSTATE POWER COMPANY

             VALUATION AND QUALIFYING ACCOUNTS AND PROVISIONS
           FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992


                          (Thousands of Dollars)                          
COLUMN A                COLUMN B       COLUMN C       COLUMN D    COLUMN E
                                           
                                       ADDITIONS     
                       BALANCE AT  CHARGED   CHARGED  DEDUCTION   BALANCE 
                       BEGINNING     TO      TO OTHER   FROM      AT END  
DESCRIPTION             OF YEAR    INCOME    ACCOUNTS RESERVES    OF YEAR 


YEAR ENDED DEC. 31, 1994
 Valuation account 
 deducted from caption
 of which it applies -
 accumulated provision
 for doubtful accounts      $203     $243     $148 (a)  $394 (b)    $200

 Provision for medical 
 benefits, injuries 
 and damages              $4,105   $7,240   $2,757    $9,431 (c)  $4,671


YEAR ENDED DEC. 31, 1993
 Valuation account 
 deducted from caption
 of which it applies -
 accumulated provision
 for doubtful accounts      $206     $225     $134 (a)  $362 (b)    $203

 Provision for medical 
 benefits, injuries 
 and damages              $1,506   $4,302   $3,521    $5,224 (c)  $4,105


YEAR ENDED DEC. 31, 1992
 Valuation account 
 deducted from caption
 of which it applies -
 accumulated provision
 for doubtful accounts      $206     $152     $115 (a)  $267 (b)    $206

 Provision for medical 
 benefits, injuries 
 and damages              $1,655   $4,103     $838    $5,090 (c)  $1,506
 

 
(a) Recoveries on accounts previously written off.
(b) Accounts written off.
(c) Claims and damages paid and expenses in connection therewith.


                                    S-1
                             INDEX OF EXHIBITS



EX-4        Statement regarding availability upon request of Loan
            Agreement and Pollution Control Indenture.

EX-10.a     Coal Supply Agreement between Interstate Power Company and
            Powderhorn Coal Company filed under Form SE as confidential
            and non-public.

EX-13       The Company's 1994 Annual Report to Stockholders.

EX-23.a     Report of Independent Auditors

EX-23.b     Consent of Independent Auditors

EX-27       Financial Data Schedule

EX-99.a     Listing of current material contracts, indentures and other
            exhibits and identified as having been previously filed with
            the Commission.