IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
                                  CONSOLIDATED STATEMENTS OF INCOME



                                                                    Year Ended December 31,
                                                                1993         1992        1991
                                                          (In thousands, except per share amounts)

                                                                              

     OPERATING REVENUES
       Electric                                               $338,593     $312,667    $331,577
       Gas                                                     206,821      184,867     180,960
                                                               545,414      497,534     512,537

     OPERATING EXPENSES AND TAXES
       Operation-
         Cost of gas sold                                      141,712      125,317     126,134
         Cost of fuel, energy and capacity                      64,619       58,266      65,437
         Other operation                                       104,281      102,311      95,590
       Maintenance                                              44,524       39,536      39,408
       Provision for depreciation                               58,647       53,941      48,501
       Depreciation and equity funds recovered
         under Louisa Phase-In Clause                            2,370        4,515       4,086
       Income taxes                                             24,477       16,320      25,360
       Property and other taxes                                 33,401       33,827      32,711
                                                               474,031      434,033     437,227

     OPERATING INCOME                                           71,383       63,501      75,310

     OTHER INCOME
       InterCoast Energy Company -
         Oil and gas revenues                                   54,979       28,478       6,740
         Other income                                           29,105       27,350      26,350
         Expenses, including interest and
           provision for income taxes                          (71,583)     (46,351)    (25,697)
         Net income of InterCoast Energy Company                12,501        9,477       7,393
       Miscellaneous                                               461         (984)       (648)
                                                                12,962        8,493       6,745

     INCOME BEFORE UTILITY INTEREST CHARGES                     84,345       71,994      82,055

     UTILITY INTEREST CHARGES
       Interest on long-term debt                               24,471       25,793      27,096
       Other interest expense                                    1,625        1,872       2,040
       Allowance for borrowed funds
         used during construction                                 (979)      (1,104)     (1,448)
                                                                25,117       26,561      27,688

     NET INCOME                                                 59,228       45,433      54,367

     PREFERRED AND PREFERENCE
       DIVIDEND REQUIREMENTS                                     4,995        5,029       4,347

     NET INCOME ON COMMON SHARES                               $54,233      $40,404     $50,020


     AVERAGE COMMON SHARES OUTSTANDING                          29,338       27,944      26,838


     NET INCOME PER AVERAGE
       COMMON SHARE OUTSTANDING                                  $1.85        $1.45       $1.86


     CASH DIVIDENDS DECLARED AND PAID PER COMMON SHARE           $1.73        $1.73       $1.71

<FN>
     The accompanying notes to consolidated financial statements are an intergral
     part of these statements.

                                                -1-
/TABLE



                                         IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
                                               CONSOLIDATED BALANCE SHEETS


                                                                                    December 31,
                                                                                  1993        1992
                                                                                   (In thousands)
                                                                                    
              PROPERTY AND OTHER ASSETS
     UTILITY PLANT, at original cost
        Electric                                                              $1,279,700  $1,235,276
        Gas                                                                      271,342     260,963
                                                                               1,551,042   1,496,239 
        Less--Accumulated provision for depreciation                             605,708     569,104
                                                                                 945,334     927,135
        Nuclear fuel, net of accumulated amortization                             25,120      26,314
        Construction work in progress                                             22,791      32,541
                                                                                 993,245     985,990
     CURRENT ASSETS
        Cash and cash equivalents                                                 17,844      20,827
        Accounts receivable, less reserves of $1,165 and $1,171                   43,389      45,823
        Accrued unbilled revenues                                                 22,182      20,615
        Inventories                                                               35,597      40,147
        Deferred gas expense                                                       5,794       8,887
        Other                                                                     18,246      14,972
                                                                                 143,052     151,271
     INVESTMENTS
        InterCoast Energy Company investments                                    501,829     442,149
        Nuclear decommissioning trust fund                                        39,470      29,675
        Corporate-owned life insurance                                            12,836       9,344
                                                                                 554,135     481,168
     OTHER ASSETS
        Regulatory assets                                                         92,828      31,257
        Other                                                                     10,303       9,685
                                                                                 103,131      40,942
                                                                               1,793,563   1,659,371 
              CAPITALIZATION AND LIABILITIES
     CAPITALIZATION (See accompanying statements)                              1,183,641   1,152,216 
     CURRENT LIABILITIES
        Notes payable                                                             31,000      52,500
        Debt and preference shares redeemable within one year                     59,232      11,235
        Accounts payable                                                          44,847      39,783
        Accrued taxes                                                             24,913      27,556
        Accrued interest                                                          11,413      13,018
        Accrued gas expense                                                       11,745      11,528
        Other                                                                     18,322      17,542
                                                                                 201,472     173,162
     OTHER LIABILITIES
        Capital lease obligations                                                 10,036      10,500
        Accumulated provision for nuclear decommissioning                         39,470      29,675
        Other                                                                     42,984      35,929
                                                                                  92,490      76,104
     ACCUMULATED DEFERRED INCOME TAXES                                           274,605     214,326
     ACCUMULATED DEFERRED INVESTMENT TAX CREDITS                                  41,355      43,563

                                                                              $1,793,563  $1,659,371 
<FN>
     The accompanying notes to consolidated financial statements are an integral
     part of these statements.














                                                    -2-
/TABLE


                                       IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
                                     CONSOLIDATED STATEMENTS OF CAPITALIZATION

                                                                                 December 31,
                                                                             1993            1992
                                                                                (In thousands,
                                                                             except share amounts)
                                                                                          
    COMMON SHAREHOLDERS' EQUITY
       Common shares-authorized 80,000,000 shares-
          outstanding 29,352,173 and 29,349,177 shares stated at           $280,009        $280,055
       Retained earnings                                                    219,371         216,082
       Other                                                                     32            (555)
       Total                                                                499,412    42%  495,582    43%

    PREFERRED SHARES-authorized 400,000 shares, cumulative-
       Not subject to mandatory redemption-outstanding-
          $4.36 Series Preferred, 60,000 shares (callable at $102.125)        6,000           6,000
          $4.22 Series Preferred, 40,000 shares (callable at $100)            4,000           4,000
          $7.50 Series Preferred, 98,288 shares (callable at $101.88)         9,829           9,829
       Total                                                                 19,829     2%   19,829     2%

    PREFERENCE SHARES-authorized 2,386,250 and 2,392,000 shares, cumulative-
       Subject to mandatory redemption-outstanding-
          $5.25 Series Preference, 100,000 shares                            10,000            -
          $7.90 Series Preference, 86,250 shares                               -              8,625
          $7.80 Series Preference, 400,000 shares (callable at $107.80)      40,000          40,000
       Total                                                                 50,000     4%   48,625     4%

    LONG-TERM DEBT
       First Mortgage Bonds-
          5-7/8% Series, due 1997                                            22,000          22,000
          Adjustable Rate Series, due 1997 (7.6% and 9.7%)                   25,000          25,000
          5.05% Series, due 1998                                             50,000            -
          7-5/8% Series, due 1999                                              -             15,000
          7-7/8% Series, due 1999                                              -             20,000
          6.0% Series, due 2000                                              35,000            -
          8.15% Series, due 2001                                             40,000          40,000
          7.70% Series, due 2004                                             60,000          60,000
          7-5/8% Series, due 2005                                              -              6,850
          8-1/4% Series, due 2007                                              -             30,000
          5.8% Series, due 2007                                              12,750          12,750
          7-3/4% Series, due 2010                                              -              4,200
          8-1/2% Series, due 2017                                              -             60,000
          7.45% Series, due 2023                                             30,000            -
          6.95% Series, due 2025                                             50,000            -
                                                                            324,750         295,800

       Pollution Control Obligations-
          5.75%, due 2003                                                     3,828           4,060
          Variable Rate-
             Due 2016 (3.2%)                                                  4,200            -
             Due 2016 (2.4% and 2.8%)                                        29,500          29,500
             Due 2017 (2.5% and 3.0%)                                         3,900           3,900
             Due 2023 (3.2%)                                                  6,850            -

       Unamortized debt premium and discount, net                            (1,128)         (2,080)
       Total utility                                                        371,900         331,180

       InterCoast Energy Company-
          Senior Notes-
             9.83%, due 1994                                                   -             15,000
             7.89%, due 1994                                                   -             28,000
             9.80%, due 1995                                                  9,000          17,000
             10.01%, due 1995                                                15,000          15,000
             8.27%, due 1995                                                 32,000          32,000
             9.30%, due 1995 and 1996                                        17,000          25,000
             10.20%, due 1996 and 1997                                       60,000          60,000
             7.34%, due 1998                                                 20,000          20,000
             7.76%, due 1999                                                 45,000          45,000
          Borrowings under unsecured revolving credit facility (4.1%)        44,500            -
       Total InterCoast Energy Company                                      242,500         257,000

       Total                                                                614,400    52%  588,180    51%

                                                                         $1,183,641   100%$1,152,216  100%
<FN>
    The accompanying notes to consolidated financial statements are an integral part of these statements.
                                                   -3-
/TABLE


                               IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
                               CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                       Year Ended December 31,
                                                     1993       1992       1991
                                                           (In thousands)
                                                                              
    CASH FLOWS FROM OPERATING ACTIVITIES
       Net income                                   $59,228    $45,433    $54,367
       Adjustments to reconcile net income
          to net cash from operating activities -
             Depreciation                            63,839     58,374     52,381
             Depletion                               12,880      8,517      3,025
             Depreciation and equity funds recovered under
                Louisa Phase-In Clause                2,370      4,515      4,086
             Nuclear fuel amortization                7,989      7,860      8,832
             Deferred income taxes, net               9,707      5,128     10,874
             Tax credits, net                        (2,208)    (2,326)    (2,385)
             Net gain on disposition of securities   (3,289)    (4,261)    (3,464)
             Changes in current assets and liabilities -
                Accounts receivable                   2,434     (2,937)     2,664
                Accrued unbilled revenues            (1,567)    (2,340)     6,028
                Inventories                           4,550       (349)    (4,603)
                Deferred and accrued gas expense      3,310     (7,641)       428
                Accounts payable                      5,038      3,529     (2,797)
                Accrued taxes                        (2,643)     2,794     (2,613)
                Other current assets and liabilitie  (4,659)    (6,568)     2,533
             Energy-efficiency program cost deferra  (5,669)    (4,005)      (877)
             Other                                    3,054     (5,743)     1,318
       Net cash from operating activities           154,364     99,980    129,797

    CASH FLOWS FROM INVESTING ACTIVITIES
       Utility plant expenditures                   (60,162)   (64,385)   (55,389)
       Nuclear fuel expenditures                     (6,795)    (9,313)    (6,163)
       Nuclear decommissioning trust fund            (7,918)    (4,469)   (11,766)
       Oil and gas investments                      (73,538)   (22,169)   (34,885)
       Purchase of investments                      (68,239)   (94,179)  (116,675)
       Sale of investments                           70,371     51,856     58,296
       Other                                         (1,151)    (6,826)    (4,849)
       Net cash from investing activities          (147,432)  (149,485)  (171,431)

    CASH FLOWS FROM FINANCING ACTIVITIES
       Common stock issued                             -        61,563       -
       Preference shares issued                      10,000       -        40,000
       Preference shares redeemed                    (9,373)      (575)      (575)
       Long-term debt issued                        175,784     59,830     39,945
       Long-term debt retired                      (143,493)   (62,626)   (56,122)
       Long-term borrowings of InterCoast Energy Company -
          Senior Notes issued                          -        65,000     60,000
          Senior Notes retired                       (8,000)      -          -
          Increase (decrease) in unsecured revolving
            credit facility                          44,500    (15,100)    (3,900)
       Increase (decrease) in short-term borrowings (21,500)      -        20,000
       Dividends paid                               (55,745)   (53,630)   (49,735)
       Issuance expense                              (2,088)    (3,187)      (868)
       Net cash from financing activities            (9,915)    51,275     48,745

    NET INCREASE (DECREASE) IN CASH AND
       CASH EQUIVALENTS                              (2,983)     1,770      7,111

    CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR   20,827     19,057     11,946

    CASH AND CASH EQUIVALENTS AT END OF YEAR        $17,844    $20,827    $19,057

    SUPPLEMENTAL CASH FLOW INFORMATION
       Cash paid during the year for -
          Interest (net of amounts capitalized)     $51,295    $48,036    $45,354
          Income taxes                               18,014     10,074     18,129

<FN>
    The accompanying notes to consolidated financial statements are an
    integral part of these statements.

                                            -4-
/TABLE


                                IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
                             CONSOLIDATED STATEMENTS OF RETAINED EARNINGS

                                                                    Year Ended December 31,
                                                                1993         1992         1991
                                                                       (In thousands)
                                                                                  
     BALANCE BEGINNING OF YEAR                                $216,082     $224,345     $220,512

     ADD-NET INCOME                                             59,228       45,433       54,367

     DEDUCT:
        Cash dividends declared-
             Preferred and preference shares                     4,978        5,026        4,604
             Common shares                                      50,756       48,592       45,901
         Loss on reissuance of treasury shares                      32           78           29
         Premium paid to reacquire preference shares               173         -            -
                                                                55,939       53,696       50,534

     BALANCE END OF YEAR                                      $219,371     $216,082     $224,345


<FN>
     The accompanying notes to consolidated financial statements are an integral
     part of these statements.











                                            -5-



                     Iowa-Illinois Gas and Electric Company

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Summary of Significant Accounting Policies:

(A) Principles of Consolidation

     The consolidated financial statements include the Company and its wholly
owned, non-regulated subsidiary, InterCoast Energy Company (InterCoast). 
Intercompany transactions have been eliminated.
_________________________________________________________________

(B) Regulation

     The Company's utility operations are subject to the regulation of the Iowa
Utilities Board (IUB), the Illinois Commerce Commission (ICC) and the Federal
Energy Regulatory Commission (FERC).  The Company's accounting policies and the
accompanying Consolidated Financial Statements conform to generally accepted
accounting principles applicable to rate-regulated enterprises and reflect the
effects of the ratemaking process.  Such effects concern mainly the time at
which various items enter into the determination of net income in accordance
with the principle of matching costs and revenues.

     The following regulatory assets represent probable future revenue to the
Company because provisions for these costs are expected to be included in
charges to utility customers through the ratemaking process:

                                           Dec. 31,       
                                      1993          1992   
                                        (In thousands)    

Income taxes related to Statement
     of Financial Accounting 
     Standards No. 109 (SFAS 109).  $50,535       $  -  
Unamortized premium on reacquired
     debt.........................   11,513         5,963
Deferred energy-efficiency 
     program costs................   10,791         5,122
United States Department of Energy
     (DOE) nuclear enrichment 
     facilities decontamination
     and decommissioning fee......   10,656        11,800
Manufactured gas plant site
     related costs................    7,768         5,341
Deferred pension costs............    1,565           661
Louisa Phase-In Clause............     -            2,370
                                    $92,828       $31,257
     
     Refer to Note 4 for information regarding SFAS 109.

     Consistent with regulatory treatment, the premiums paid to reacquire debt
prior to scheduled maturity dates are deferred and amortized over the life of
the debt issued to finance the reacquisitions.

     In 1991, the Company filed a comprehensive three-year energy-efficiency
plan with the IUB in compliance with 1990 Iowa legislation.  The legislation
permits recovery of deferred energy-efficiency program costs, and related
carrying charges, so long as the utility's programs are cost effective or, if
not cost effective, planned and implemented in a prudent and reasonable manner. 
The Company will file its initial application for cost recovery of deferred
energy-efficiency program costs in October 1994.

     The National Energy Policy Act of 1992 established funding for the
decontamination and decommissioning of nuclear enrichment facilities operated
by the DOE.  A portion of such funding is to be collected over a 15-year period
which began in 1992 from electric utilities that had previously purchased
enrichment services from the DOE.  At Dec. 31, 1993, the Company's liability
for its share of such funding is $10.7 million.  In 1993 and 1992, $770,000 and
$200,000 of such payments were charged to fuel expense and recognized in the
energy adjustment clauses.

     In Illinois, costs related to the litigation, investigation and
remediation of former manufactured gas plant sites are recovered through gas
and electric adjustment riders.  Costs from 1992 and 1993 were deferred
pursuant to an ICC order for recovery beginning in 1994.  All such costs are to
be amortized over a five-year period and no carrying charges are assigned to
the unamortized balances.  In Iowa, costs related to the litigation,
investigation and remediation of former manufactured gas plant sites are being
expensed as incurred.  The Company's current Iowa gas rates include an annual
provision of $250,000 for such costs.  Refer to Note 14 for information
regarding former manufactured gas plant sites.

     Refer to Note 5 for information regarding deferred pension costs.

     Pursuant to a 1983 Order of the ICC, the Company established an adjustment
clause which gave ratemaking recognition to the depreciation charges and equity
return requirements applicable to the portion of the Company's Louisa
Generating Station investment which is allocable to Illinois.  From October
1983 through June 1987, the Clause deferred the inclusion in rates of portions
of both the depreciation and equity return related to the Louisa Station.  From
July 1, 1987 through June 30, 1993, the deferred balances were recovered in
rates at a levelized annual revenue amount of approximately $6.6 million.  The
Clause, which provided a current cash return on the deferred balances, expired
on June 30, 1993 with the recovery of all deferred amounts.
_________________________________________________________________

(C) Customer Receivables and Operating Revenues

     The Company's customer receivables, gas and electric sales and gas
transportation revenue are derived from supplying and delivering electricity
and natural gas to a well diversified base of residential, commercial and
industrial customers located in central and eastern Iowa and western Illinois. 
Customer accounts receivable include the following amounts by class of
customer:

                                           Dec. 31,       
                                     1993           1992   
                                        (In thousands)    
   
Residential....................    $ 25,564       $ 23,810
Commercial.....................       8,166          8,380
Industrial.....................       6,608          6,647
Other..........................         646          1,156


     Revenues are recorded as services are rendered to customers.  The Company
records unbilled revenues, and related energy costs, representing the estimated
amount customers will be billed for services rendered between the meter reading
dates in a particular month and the end of that month.
_________________________________________________________________

(D) Energy Costs

     The energy (electric fuel and energy and purchased gas) rate provisions in
the Company's tariffs are designed to provide for separately stated energy
billings which cover changes in applicable net energy costs from levels
incorporated in base rates.  Differences between applicable energy costs
incurred and energy rate revenues billed in any given period are accounted for
as other current assets or other current liabilities, pending the disposition
of such differences through reconciliation provisions provided in the energy
adjustment clauses.
_________________________________________________________________

(E) Nuclear Fuel Costs
     Included as a part of the cost of nuclear fuel is a provision for its
estimated disposal cost which is being recognized at a rate of 1 mill per
kilowatt-hour of nuclear generation in conformance with DOE rules.  Such
amounts are recoverable through the energy adjustment clauses.
_________________________________________________________________

(F) Allowance for Funds Used During Construction

     The allowance for funds used during construction (AFUDC) includes the
costs of equity and borrowed funds used to finance construction which are
capitalized in accordance with rules prescribed by the FERC.  The FERC's
Uniform System of Accounts defines AFUDC as the net cost of borrowed funds used
for construction and a reasonable rate to reflect the costs of other funds so
used.  Under FERC rules, if average short-term debt outstanding exceeds average
construction work in progress (CWIP), all CWIP is assumed to have been financed
with short-term debt.  This situation arose in 1993, 1992 and 1991, when the
Company's AFUDC rates were 3.3%, 3.8% and 6.0%, respectively, compounded semi-
annually.  While currently capitalized AFUDC does not represent a current
source of cash, it does represent a basis for future sources of cash through
the inclusion in rates of depreciation charges and allowance for returns on
investment.
_________________________________________________________________

(G) Depreciation

     Depreciation is computed using the straight-line method.  Provisions for
depreciation, expressed as an annual percentage of the cost of average
depreciable plant in service, were as follows for the periods shown:

                                      Year Ended Dec. 31,  
                                    1993     1992     1991    
Electric........................    4.2%     4.0%     3.7%
Gas.............................    4.0      3.8      3.7


      An allowance for the estimated decommissioning costs of the Quad-Cities
Nuclear Power Station (Quad-Cities) is included in depreciation expense.  The
Company's share of the cost to decommission the Quad-Cities units is estimated
to be $172.7 million in 1993 dollars.  Such decommissioning costs include the
cost of decontamination, dismantlement and site restoration in accordance with
Nuclear Regulatory Commission guidelines.  Electric tariffs included provisions
for the costs of nuclear decommissioning of $7.9 million, $5.0 million and $1.7
million for 1993, 1992 and 1991, respectively.

     The Company has established an external trust for the investment of funds
collected for nuclear decommissioning.  Electric tariffs for 1994 include
provisions for annual decommissioning costs of approximately $9.1 million.  In
Illinois, nuclear decommissioning costs are included in customer billings
through a mechanism which permits annual adjustments.  In Iowa, such costs are
reflected in base rates.
_________________________________________________________________

(H) Scheduled Nuclear Refueling Outage Costs

     Incremental operation and maintenance costs due to scheduled nuclear
refueling outages are accrued, based upon the planned outage schedules and the
estimated costs for such outages, over the estimated periods (approximately
eighteen months) between scheduled outages.  Any differences between accrued
and actual outage costs are expensed in the periods in which the outages occur.
_________________________________________________________________

(I) Marketable Securities

     InterCoast's holdings of preferred stocks, common stocks and mutual funds
are stated at the lower of aggregate cost or market.  A decline in the market
value of marketable equity securities below their cost basis is recognized in
the consolidated financial statements through the establishment of a valuation
allowance which is reflected as a reduction of shareholders' equity.  An other
than temporary decline in the value of a marketable security is recognized
through a write-down or write-off of the investment.
  
     In May 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities (SFAS 115).  This statement requires that equity
securities with readily determinable fair values and all debt securities be
classified into one of the following three categories:  1) Trading securities,
2) Available-for-Sale securities or 3) Held-to-Maturity securities.  The
Company will adopt SFAS 115 in 1994.  It is anticipated that such adoption will
not have a material effect on financial position or results of operations.
_______________________________________________________________

(J) Oil and Gas

     InterCoast uses the full cost method of accounting for oil and gas
drilling operations.  Under the full cost method, all exploration and
development costs are capitalized and amortized over the estimated production
from proved oil and gas reserves.  Under the full cost method, net capitalized
costs may not exceed the present value of proved reserves as determined under
the rules of the Securities and Exchange Commission.
_________________________________________________________________

(K) Consolidated Statements of Cash Flows

     For purposes of the Consolidated Balance Sheets and the Consolidated
Statements of Cash Flows, the Company considers all highly liquid debt
instruments held which have original maturities of three months or less to be
cash equivalents.  No material non-cash investing or financing transactions
occurred during 1993, 1992 or 1991.
_________________________________________________________________

(L) Reclassification

     Certain 1991 and 1992 amounts have been reclassified to conform to the
current year presentation.
_________________________________________________________________


(2) Rate Matters:

(A) Iowa Rate Filing

     On May 3, 1993, the Company filed revised electric rates with the IUB
designed to increase annual electric revenues by approximately $13.5 million
(7.5%) and to provide for any increase in the federal corporate income tax rate
ultimately enacted.  A temporary annual rate increase of $6.8 million (3.8%)
became effective July 26, 1993.  In 1993, approximately $3.1 million was
billed, subject to refund, pursuant to such temporary rates.  In February 1994,
the IUB approved rates at the $6.8 million level.  
_________________________________________________________________

(B) Illinois Rate Filings

     On Sept. 1, 1992, the Company filed revised electric and gas rates with
the ICC to increase annual electric and gas revenues by approximately $14
million (12%) and $3 million (5.9%), respectively.  On July 28, 1993, electric
and gas increases of $9.6 million (8.6%) and $2 million (3.7%), respectively,
became effective following ICC approval.  On Jan. 15, 1994, additional electric
and gas increases of $230,000 (0.2%) and $49,000 (0.1%), respectively, related
to the increase in the federal corporate income tax rate became effective
following ICC approval on rehearing.  The ICC also approved electric and gas
riders which permit the Company to recover costs of litigation, investigation
and remediation relating to former manufactured gas plant sites.
_________________________________________________________________

(C) Federal Gas Transition Costs

     In April 1992, the FERC issued Order No. 636, directing a restructuring by
interstate pipeline companies for their natural gas sales and transportation
services.  The FERC Order contemplated that transitional gas supply realignment
costs relating to this restructuring may be billed by interstate pipelines to
their customers.  The amount of transition costs which the FERC may ultimately
authorize the pipelines to bill the Company is estimated to be $35 to $50
million.  The Company expects to be allowed to include provisions for such
costs in its customer billings.  
_________________________________________________________________

(3) InterCoast Energy Company:

     InterCoast is a wholly owned, non-regulated subsidiary of the Company. 
The business strategy of InterCoast is focused on areas closely related to the
Company's core electric and gas utility businesses.  These activities are: oil
and natural gas, energy services and financial investments.

     Condensed consolidated financial information of InterCoast and its
subsidiaries follows.  

Consolidated Statements of Income

                                        Year Ended Dec. 31,     
                                     1993       1992       1991                 
                                           (In thousands)
Income:
  Oil and gas revenues..........   $54,979    $28,478    $ 6,740
  Dividends and interest........    19,103     18,917     16,307
  Realized gains................     3,289      4,261      3,464
  Other income..................     6,713      4,172      6,579 
Total income....................    84,084     55,828     33,090 
Expenses:
  Oil and gas...................    38,749     20,285      4,911
  Interest......................    24,573     20,994     17,694
  Other expenses................     8,885      6,240      3,789
  Provision for income taxes....   (   624)   ( 1,168)   (   697)
Total expenses..................    71,583     46,351     25,697 

Net income......................   $12,501    $ 9,477    $ 7,393 

Consolidated Balance Sheets

                                         Dec. 31,     
                                     1993       1992  
                                      (In thousands)

Current assets..................   $ 21,926   $ 20,978
Investments:
  Marketable securities.........    233,386    234,772
  Oil and gas...................    120,952     60,334
  Equipment leases..............     59,937     58,831
  Energy projects...............     48,777     46,817
  Special purpose funds.........     36,021     35,723
  Other.........................      2,756      5,672
Total investments...............    501,829    442,149
Other assets....................      2,961      3,008

Total assets....................    526,716    466,135

Long-term debt maturing
  within one year...............     59,000      8,000
Other current liabilities.......     20,682     13,869
Long-term debt..................    242,500    257,000
Accumulated deferred income
  taxes.........................     59,433     55,253
Shareholder's equity............    145,101    132,013

Total liabilities and
  shareholder's equity..........   $526,716   $466,135
     
     InterCoast is subject to certain restrictions under the terms of its
borrowing arrangements.  Such restrictions include provisions which limit the
amounts that can be expended for dividends.  At Dec. 31, 1993 and 1992, $16.5
million and $7.1 million, respectively, of InterCoast's equity was available
for dividends.
_________________________________________________________________

(4) Income Taxes:

     The IUB has primarily limited the use of deferred income tax accounting to
federal income taxes deferred as a result of the use of accelerated tax
depreciation, as mandated by the normalization provisions of the Internal
Revenue Code.  The ICC, however, generally permits deferral of the tax effect
of all book and tax differences.

     Investment tax credits (ITC) on the Company's investments in utility plant
have been deferred and are being amortized to income over the life of the
related property.
  
     In 1993 and prior years, additional current income tax liability resulted
and accumulated deferred income tax benefits have been recorded due to the
application of federal and state Alternative Minimum Tax (AMT).  The
accumulated provision for these additional taxes at Dec. 31, 1993, in the
amounts of $32.3 million in federal AMT and $5.5 million in state AMT,
represents  AMT credits which may be carried forward indefinitely to offset
future regular tax liabilities.

     On Jan. 1, 1993, the Company adopted Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes (SFAS 109).  This statement
requires recognition of deferred income tax assets and liabilities, based on
enacted tax laws, for all temporary differences between the financial reporting
and tax bases of assets and liabilities.  The portion of the Company's deferred
tax liability applicable to utility operations which has not been reflected in
service rates represents income taxes recoverable through future rates.  On a
consolidated basis, the adoption of SFAS 109 on Jan. 1, 1993 increased deferred
income tax liabilities by $42.3 million and resulted in the establishment of a
net regulatory asset of $43 million.  On a consolidated basis, the cumulative
effect on net income of the change in accounting principle was immaterial.

     Income tax expense is reflected in the Consolidated Statements of Income
as follows:

                                        Year Ended Dec. 31,     
                                     1993       1992       1991  
                                           (In thousands)

Included in Operating Expenses:
  Current  -Federal.............   $16,398    $12,607    $24,756
           -State...............     4,429      3,464      6,823
  Deferred -Federal.............     5,318      2,532    ( 3,030)
           -State...............       539         43    (   804)
  Deferred federal ITC, net.....   ( 2,207)   ( 2,326)   ( 2,385)
Total included in Operating
    Expenses....................    24,477     16,320     25,360
Included in Other Income........   (   666)   ( 1,763)   ( 1,262)

Total income tax expense........   $23,811    $14,557    $24,098 


     The components of the net deferred tax liability are as follows:

                                                 Dec. 31, 1993
                                                (In thousands)

Accelerated depreciation methods..............    $ 267,942
Income taxes recoverable through future rates.       75,212
AMT credit carryforward.......................     ( 37,756)  
Deferred ITC refundable through future rates..     ( 24,641)   
Nuclear reserves and decommissioning..........     (  6,708)   
Other deferred taxes, net.....................          556   
  
Accumulated deferred income taxes.............    $ 274,605     


     The following is a reconciliation of the statutory federal income tax rate
to the overall effective income tax rate (computed by dividing income taxes,
including income tax amounts applicable to other income, by net income before
the deduction of such taxes):

                                         Year Ended Dec. 31,    
                                     1993       1992       1991 
Statutory federal income
  tax rate......................     35.0%      34.0%      34.0%
State income taxes, net of
  federal income tax benefit....      4.7        3.3        4.6 
Investment and energy tax
  credits.......................    ( 2.7)     ( 3.9)     ( 3.1)
Excess of book depreciation over
  tax depreciation not deferred.      1.6        2.2        2.6 
Dividends received deduction....    ( 5.2)     ( 6.9)     ( 4.3)
Adjustment for method of
  deducting property taxes......    ( 1.4)     ( 2.0)     ( 1.5)
Other items, net................    ( 3.3)     ( 2.4)     ( 1.6)

Overall effective income  
  tax rate......................     28.7%      24.3%      30.7%

_________________________________________________________________

(5) Pensions and Other Employee Benefits:

     The Company has a noncontributory defined benefit retirement income plan
covering substantially all regular employees.  Benefits under the plan are
based on participants' compensation, years of service and age at retirement. 
Funding is based upon the actuarially determined costs of the plan and the
requirements of the Internal Revenue Code and the Employee Retirement Income
Security Act.

     Provisions for pension costs are determined under generally accepted
accounting principles, which include the use of the projected unit credit
actuarial cost method.  A regulatory adjustment has been made to the pension
cost amounts to reflect only the amount of pension cost recognized through the
ratemaking process.  Net pension cost, part of which was charged to utility
plant or billed to others, was $562,000 in 1993, $175,000 in 1992 and $67,000
in 1991.  The components of the 1993, 1992 and 1991 pension cost provisions are
as follows:

                                        Year Ended Dec. 31,     
                                     1993       1992       1991 
                                           (In thousands)

Cost of benefits earned during
  the year......................   $ 3,283    $ 2,769    $ 2,434
Interest on projected benefit
  obligation....................    10,480      9,519      8,944
Actual investment return on
  plan assets...................   (17,009)   (12,340)   (13,224)
Net amortization and deferral...     4,712        548      2,034 

Pension cost....................     1,466        496        188
Regulatory adjustment...........   (   904)   (   321)   (   121)

Net pension cost................   $   562    $   175    $    67 


     The expected long-term rate of return on plan assets used in determining
pension cost was 8.75% for 1993, 1992 and 1991.

     A reconciliation of plan assets and liabilities to the accrued pension
costs included in the Consolidated Balance Sheets is presented below:  

                                         Dec. 31,      
                                     1993       1992   
                                      (In thousands)               
Fair market value of pension plan
  assets, invested primarily in
  equity and fixed-income        
  securities....................  $151,134    $140,038 
Actuarial present value of
  benefits for services 
  rendered to date:
    Accumulated benefits to date,
      including vested benefits
      of $118,300 and $92,318
      for 1993 and 1992,
      respectively..............   122,221      96,382
    Additional benefits based
      on estimated future
      compensation levels.......    29,478      35,859 
Projected benefit obligation....   151,699     132,241 
Plan assets in excess of (or less
  than) projected benefit
  obligation....................  (    565)      7,797
Unamortized balance of plan net
  assets existing at Jan. 1, 1986,
  being amortized over 17 years.  ( 10,305)   ( 11,450)
Unrecognized prior service cost.    18,849      20,327
Unrecognized net gain...........  ( 10,492)   ( 17,721)
Accrued pension cost............  $( 2,513)   $( 1,047)

Assumed discount rate...........       7.0%        8.0%
Assumed rate of increase in 
  future compensation levels....       5.0%        6.0%


     The Company currently provides certain health care and life insurance
benefits for retired employees.  Substantially all of the Company's employees
become eligible for these additional benefits if they reach retirement age
while employed by the Company.

     On Jan. 1, 1993, the Company adopted Statement of Financial Accounting
Standards No. 106, Employers' Accounting for Postretirement Benefits Other Than
Pensions (SFAS 106).  SFAS 106 requires accrual of the expected cost of
providing postretirement benefits other than pensions to employees over the
years the employees are expected to render the necessary service.

     The Company, as permitted by SFAS 106, has elected to amortize to expense
over 20 years the $13.6 million accumulated postretirement benefit obligation
at Jan. 1, 1993.  Prior to 1993, the Company recognized the costs associated
with postretirement benefits other than pensions in the year that the benefits
were paid.  The incremental effect of this change in accounting was to increase
1993 annual operating expenses before income taxes by approximately $1.4
million.

     For its Iowa operations, the Company began including provisions for these
costs in its customer rates in January 1993.  For its Illinois operations, the
Company began including provisions for these costs in its customer rates in
July 1993.  The Company is externally funding all such provisions.

     The components of the 1993 net postretirement benefits other than pensions
cost provision are as follows:

                                        Year Ended Dec. 31,
                                                1993             
                                           (In thousands)
     Cost of benefits earned 
       during the year..................     $     474
     Interest on accumulated           
       postretirement benefit
       obligation.......................         1,061
     Actual investment return  
       on plan assets...................        (    6)
     Net amortization and deferral......           688
     Net postretirement benefits 
       other than pensions cost.........     $   2,217
     
     A reconciliation of such postretirement benefit plan assets and
liabilities to the amounts included in the Consolidated Balance Sheets is
presented below:

                                         Dec. 31,       Jan. 1,
                                           1993          1993   
                                             (In thousands)

     Fair market value of plan assets,
       invested primarily in short-
       term securities.................. $    976      $    -  
     Actuarial present value of 
       benefits for services
       rendered to date:
        Active plan participants........    6,941         6,721                 
        Fully eligible plan participants    2,321         3,097
        Retirees........................    3,792         3,828  
     Accumulated postretirement
       benefit obligation...............   13,054        13,646
     Accumulated postretirement
       benefit obligation in excess
       of plan assets...................  (12,078)      (13,646)
     Unamortized balance of plan
       obligation existing at 
       Jan. 1, 1993, being amortized
       over 20 years....................   12,829        13,646
     Unrecognized net gain..............  (   751)          -  
     Accrued postretirement benefit
       other than pensions cost......... $    -        $    -  

     For measurement purposes, the health care cost trend rate assumed for pre-
65 coverage is 13% for 1994, decreasing 1% per year to 5% in 2002 and
thereafter.  The health care cost trend rate assumption has a significant
effect on the amounts reported.  To illustrate, increasing the assumed health
care cost trend rates by one percentage point in each year would increase the
accumulated postretirement benefit obligation for health care costs as of Dec.
31, 1993 by $924,000 and the aggregate of the 1993 service and interest cost
components of net postretirement health care cost by $137,000.  The discount
rate used was 7%.

     The Company has adopted voluntary Compensation Deferral and Supplemental
Retirement plans for designated executives.  Such plans are unfunded and the
liabilities thereunder are payable from general funds of the Company.  To
provide for its liabilities under these plans, the Company has purchased, owns
and is the beneficiary of life insurance policies on the lives of participating
executives.  Returns on such policies are expected to cover the full cost of
the related plans.

     In November 1992, the FASB issued Statement of Financial Accounting
Standards No. 112, Employers' Accounting for Postemployment Benefits (SFAS
112), which will require the Company to accrue the estimated cost of benefits
provided to former or inactive employees after employment but before
retirement.  The Company will adopt SFAS 112 in 1994.  Adoption will not have a
material effect on financial position or results of operations.
_________________________________________________________________

(6) Jointly Owned Generating Stations:

     Under joint ownership agreements with other utility companies, the Company
has undivided interests in one nuclear and four coal-fired electric generating
stations.  Information concerning each of the jointly owned stations follows:

                        Nuclear               Coal-fired                        
                                          Council
                      Quad-Cities  Neal    Bluffs  Ottumwa Louisa               
                         Units     Unit     Unit    Unit     Unit
                       No. 1 & 2   No.3     No.3    No.1     No.1 
In service date.....      1972     1975     1978    1981     1983
Company share of
  utility plant in
  service (in
  millions).........    $193.0    $49.1   $124.1   $73.7   $259.9
Total plant capacity
  -megawatts........     1,539      515      675     708      650
Company share
  -percent..........       25%      29%    32.4%   18.5%      43%  

     The Consolidated Financial Statements reflect the Company's portions of
all plant investments and all operating costs associated with these units. 
Depreciation reserves by individual station are not maintained.

     Although the Louisa Unit No. 1 is operated and maintained by the Company,
each of the other units is operated and maintained by another utility company. 
Each participant has provided the financing for its share of the total
investment in each project.
________________________________________________________________

(7) Inventories:

     Inventories include the following amounts:

                                           Dec. 31,       
                                      1993          1992   
                                        (In thousands)    
   
Materials and supplies,
       at average cost............  $15,151       $14,683
Coal stocks, at Last-In,
       First-Out (LIFO) cost......    6,385        11,263
Fuel oil, at average cost.........      249           348
Gas in storage, at LIFO cost......   13,812        13,853
                                    $35,597       $40,147

                                             
     At Dec. 31, 1993 prices, the current costs of coal stocks and gas in
storage were $7.5 million and $30.5 million, respectively.
_________________________________________________________________

(8) Fair Value of Financial Instruments:

     The following methods and assumptions were used to estimate the fair value
at Dec. 31, 1993 of each class of financial instruments for which it is
practicable to make such estimates.  Tariffs for the Company's utility services
are established based on historical cost ratemaking and therefore the impact of
any realized gains or losses related to financial instruments applicable to the
Company's utility operations is dependent on the treatment authorized under
future ratemaking proceedings.

     Cash and cash equivalents - The carrying amount approximates fair value
due to the short maturity of these instruments.

     Nuclear decommissioning trust fund - Fair value is based on quoted market
prices of the investments held by the fund.

     Marketable securities - Fair value is based on quoted market prices.

     Debt securities - Fair value is based on the discounted value of the
future cash flows expected to be received from such investments.

     Equity investments carried at cost - Fair value is based on an estimate of
the Company's share of partnership equity or on the discounted value of the
future cash flows expected to be received from such investments.

     Equity investments in developing companies - It is not practicable to
determine the fair value of such investments as they represent new ventures for
which no market price exists.

     Notes payable - Fair value is estimated to be the carrying amount due to
the short maturity of these issues.

     Preference shares - Fair value of preference shares with mandatory
redemption provisions is estimated based on the quoted market prices for
similar issues.

     Long-term debt - Fair value of long-term debt is estimated based on the
quoted market prices for the same or similar issues or on the current rates
offered to the Company for debt of the same remaining maturities.

                            Dec. 31, 1993       Dec. 31, 1992   
                          Carrying    Fair    Carrying    Fair
                           Amount     Value    Amount     Value 
                                      (In thousands)
Electric and gas utility:
  Nuclear decommissioning
    trust fund........... $ 39,470  $ 41,588  $ 29,675  $ 30,417 
  Preference shares,
    including
    current portion......   50,000    54,850    49,200    52,511
  Long-term debt,
    including
    current portion......  372,132   384,954   333,840   347,807   
InterCoast Energy Company:
  Marketable securities..  233,386   239,114   236,251   239,132     
  Debt securities........   14,195    16,124    12,184    11,956
  Equity investments
    carried at cost......   27,141    27,789    25,540    23,983
  Long-term debt,
    including
    current portion......  301,500   317,700   265,000   277,625

_________________________________________________________________

(9) Common Shareholders' Equity:

     Changes in the Company's outstanding common shares for the years 1993,
1992 and 1991 are as follows:

                                       Year Ended Dec. 31,      
                                             Amount                             
                                   1993       1992       1991                   
                                         (In thousands)

Outstanding, beginning of year.  $280,055   $220,819   $221,397
  Public sale of shares........      -        61,563       -
  Capital stock expense........      (122)  (  2,392)  (    451)
  Treasury shares
    Purchased..................      (689)  (    632)  (    653)
    Reissued...................       765        697        526 
Outstanding, end of year.......  $280,009   $280,055   $220,819 


                                             Shares                             
                                   1993       1992       1991   

Outstanding, beginning of year. 29,349,177 26,845,687 26,851,424
  Public sale of shares........     -       2,500,000     - 
  Treasury shares
    Purchased..................    (31,100) (  25,000) (  30,110)  
    Reissued...................     34,096     28,490     24,373 
Outstanding, end of year....... 29,352,173 29,349,177 26,845,687 


     The components of Other Common Shareholders' Equity are as follows:

                                           Dec. 31,       
                                      1993          1992   
                                        (In thousands)   

Premium on Preferred shares....     $   32        $   32
Valuation allowance............          -         ( 587)
                                    $   32        $( 555)


     The Company has a Dividend Reinvestment Plan and an Employee Stock
Purchase Plan.  The purchase of common shares under these Plans is made on the
open market.  At Dec. 31, 1993 and 1992, 439  and 3,435 treasury shares
acquired in the open market for the Employee Stock Purchase Plan were held for
reissuance.
_________________________________________________________________


(10) Long-Term Debt, Maturities and Sinking Fund Requirements:

     The 1993 sinking fund requirements for First Mortgage Bonds and Senior
Notes were satisfied through the reacquisition of debt or the bonding of
additional property.  The aggregate maturities and sinking fund requirements
for long-term debt outstanding at Dec. 31, 1993 are as follows:

                        1994     1995     1996     1997     1998 
                                     (In thousands) 

First Mortgage Bonds. $   220  $   220  $   220  $47,200  $50,200
Pollution Control
  Obligations........     232      145      145      145      145
Senior Notes of  
  InterCoast Energy
  Company............  59,000   64,000   39,000   30,000   20,000
Unsecured Revolving
  Credit Facility of
  InterCoast Energy
  Company............    -        -      44,500     -        -   

Total................ $59,452  $64,365  $83,865  $77,345  $70,345


     Included in the above amounts are sinking fund requirements related to
First Mortgage Bonds of $220,000 for each of the years 1994 through 1996, which
may be reduced by certifying net property additions not previously bonded, in
accordance with the terms of the Company's Indenture of Mortgage securing its
First Mortgage Bonds.

     The interest rate on the Company's Adjustable Rate Series First Mortgage
Bonds is reset every two years at 160 basis points over the average yield to
maturity of 10-year Treasury securities.  The rate was reset in 1993.

     The Company's Variable Rate Pollution Control Obligations bear interest at
rates which are periodically established through remarketing of the bonds in
the short-term tax-exempt market.  The Company, at its option, may change the
mode of interest calculation for these bonds by selection from among several
alternative floating or fixed rate modes.  The interest rates shown in the
Consolidated Statements of Capitalization are the weighted average interest
rates as of Dec. 31, 1993 and 1992.  The Company maintains backup long-term
letters of credit providing liquidity for holders of the $29.5 million and $3.9
million issues and a dedicated long-term revolving line of credit for holders
of the $4.2 million and $6.85 million issues.

     The Company's First Mortgage Bonds are secured by substantially all fixed
property and franchises of the Company devoted to its utility businesses.

     InterCoast's unsecured Senior Notes (Notes) are issued in private
placement transactions.  All Notes are issued without recourse to the parent
Company.
  
     In January 1994, InterCoast renegotiated its unsecured revolving credit
facility agreement.  The renegotiation increased the amount of capital
available from $65 million to $110 million.  The amended credit agreement
matures Feb. 14, 1996.  Borrowings under this agreement may be on a fixed rate,
floating rate or competitive bid rate basis.  All such borrowings are without
recourse to the parent Company.  Borrowings at Dec. 31, 1993 were $44.5 million
at a weighted average interest cost of 4.1%.  No such borrowings were
outstanding at Dec. 31, 1992.
_________________________________________________________________

(11) Redeemable Preference Shares:

     The $5.25 Series Preference Shares, which are not redeemable prior to Nov.
1, 1998 for any purpose, are subject to mandatory redemption on Nov. 1, 2003 at
$100 per share.  The $7.80 Series Preference Shares have sinking fund
requirements under which 66,600 shares will be redeemed at $100 per share each
May 1, beginning in 2001 through May 1, 2006.
_________________________________________________________________

(12) Notes Payable:

     The Company's notes payable reflect borrowings which have been obtained
solely through its short-term commercial paper program.  Information regarding
short-term debt follows:

                                     1993       1992       1991                 
                                        (Dollars in thousands)   

Balance at year-end.............   $31,000    $52,500    $52,500
Weighted average interest rate
  on year-end balance...........      3.4%       3.6%       5.0%
Maximum amount outstanding
  during the year...............   $73,000    $77,000    $52,500
Average daily amount outstanding
  during the year...............   $43,291    $39,973    $26,255
Weighted average interest rate
  on average daily amount
  outstanding during the year...      3.3%       3.8%       6.0%


     At Dec. 31, 1993, the Company had bank lines of credit of   $72.8 million
to provide short-term financing for its utility operations.  All such lines of
credit were unused.  The Company generally maintains compensating balances
under its bank line of credit arrangements.  The Company has regulatory
authority to incur up to $100 million of short-term debt for its utility
operations.
_________________________________________________________________

(13) Leases:

     The Company has capitalized lease obligations for certain transmission
lines and other property, all of which are accounted for as operating leases in
the Consolidated Statements of Income pursuant to ratemaking practices. 
Components of rent expense are as follows:

                                         Year Ended Dec. 31,    
                                     1993       1992       1991                 
                                           (In thousands)       

Capital leases
  Interest......................    $1,002     $1,037     $1,026
  Amortization of utility
    plant.......................       421        387        391
  Total capital leases..........     1,423      1,424      1,417
Operating leases................       590        517        399
Total rent expense..............    $2,013     $1,941     $1,816

     At Dec. 31, 1993, the future minimum lease payments under noncancelable
operating and capital leases are as follows:

                                                     Obligation
                                    Operating          Under
                                     Leases        Capital Leases
                                          (In thousands)
 
1994...........................     $     575       $   1,423   
1995...........................           563           1,423
1996...........................           462           1,423
1997...........................           292           1,326
1998...........................           283           1,133 
After 1998.....................           759          12,234
Total minimum lease payments...     $   2,934          18,962          

Less amount representing interest............           8,469

Present value of minimum lease payments......       $  10,493
  
_________________________________________________________________

(14) Commitments and Contingencies:

     Utility construction expenditures in 1994 are estimated at  $87.6 million,
including $8.9 million for nuclear fuel.  The forecasted 1994 capital
expenditures for InterCoast are $82.6  million.  Actual expenditures are
dependent on overall InterCoast performance and general market conditions.

     The Company is investigating five properties currently owned by the
Company which were, at one time, sites of gas manufacturing plants.  The
purpose of these investigations is to determine whether waste materials are
present, whether such materials constitute an environmental or health risk, and
whether the Company has any responsibility for remedial action.  One site is
located in Illinois and four sites are located in Iowa.  With regard to the
Illinois property, the Company has signed a working agreement with the Illinois
Environmental Protection Agency to perform further investigation to determine
whether waste materials are present and, if so, whether such materials
constitute an environmental or health risk.  At Dec. 31, 1993, an estimated
liability of $3.4 million has been recorded for litigation, investigation and
remediation related to the Illinois site.  A regulatory asset has been recorded
reflecting anticipated cost recovery through rates in Illinois.  With regard to
the Iowa sites, no agreement or consent order has been negotiated to perform
any site investigations or remediation.  The Company has recorded a $4 million
estimated liability for the Iowa sites.  A regulatory asset has been recorded
based on the current regulatory treatment of comparable costs in Iowa.  The
estimated recorded liabilities for these properties are based upon preliminary
data.  Thus, actual costs could vary significantly from the estimates.  In
addition, insurance recoveries for some or all of the costs may be possible,
but the liabilities recorded have not been reduced by any estimate of such
recoveries.  Although the timing of incurred costs, recoveries and the
inclusion of provision for such costs in rates may affect the results of
operations in individual periods, management believes that the outcome of these
issues will not have a material adverse effect on the Company's financial
position or results of operations.

     Clean Air Act legislation was signed into law in November 1990 and U.S.
Environmental Protection Agency rulemaking proceedings are underway.  The
Company has four jointly and one wholly owned coal-fired generating stations
which represent approximately 65% of the Company's electric generating
capability.  Each of these facilities will be impacted to varying degrees by
the legislation.

     Only one unit at the wholly owned generating station, representing
approximately 10% of the Company's electric generating capability, will be
impacted by the emission reduction requirements effective in 1995.  The
compliance strategy for this unit includes modifications to allow for burning
low sulfur coal,  modifications for nitrogen oxide control and installation of
a new emission monitoring system.  The Company's remaining construction
expenditures relative to this work are estimated to be $5.4 million.

     The four generating stations not affected until 2000 already burn low
sulfur coal, so additional capital costs will not be incurred for sulfur
dioxide emission reduction requirements.  Installation of low nitrogen oxide
burners is required at one of these facilities and existing emission monitoring
systems at all four facilities will require upgrading.  The Company's remaining
construction cost for this work is estimated to be $2.1 million.

     It is anticipated that any costs incurred by the Company to comply with
the Clean Air Act legislation would be included in the cost of service on which
the Company's rates for utility service are based.

     The Company is a member of Nuclear Mutual Limited (NML), an industry
mutual insurer established to provide property damage coverage for members'
nuclear generating facilities.  The Company would be subject to a maximum
retrospective premium assessment of approximately $2.4 million based on its 25%
share of the NML premium for Quad-Cities coverage in the event covered losses
of NML members exceed the financial resources of the insurance company.  A
reserve has been established for this contingency.  At Dec. 31, 1993, NML had
accumulated capital to a level which would assure that the Company would have
no exposure to a retrospective premium assessment in the event of a single
incident to a member's facility.

     The Company is also a member of Nuclear Electric Insurance Limited (NEIL),
an industry mutual insurance company, and an insured of American Nuclear
Insurers/Mutual Atomic Energy Liability Underwriters (ANI/MAELU).  The related
policy provisions provide that expenses for decontamination and the removal of
debris shall be paid before any payment in respect of claims for property
damage.  A separate NEIL insurance policy covers the extra costs which would be
incurred in obtaining replacement power during a prolonged covered outage of a
member's nuclear plant.  The Company is subject to retrospective premium
assessments of up to $4 million and $685,000 for its 25% share of the premium
under the NEIL portion of the excess property damage coverage and the
replacement power coverage, respectively.  At Dec. 31, 1993, NEIL had
accumulated capital to a level which would assure that the Company would have
no exposure to a retrospective premium assessment in the event of a single
incident to a member's facility.

     A Master Worker Policy issued by ANI/MAELU provides coverage for worker
tort claims filed for bodily injury caused by the nuclear energy hazard.  The
coverage applies to workers whose "nuclear related employment" began after Jan.
1, 1988.  Under this policy, the Company could be subject to a maximum
retrospective premium assessment of $1.5 million.

     Under the Price-Anderson federal legislation adopted in 1988, nuclear
public liability coverage is supported by a mandatory industry-wide program
under which owners of nuclear generating facilities could be assessed in the
event of nuclear incidents.  The Company would currently be subject to a
maximum assessment of $39.6 million in the event of an incident, to be paid in
increments of no more than $5 million per year per incident.
_________________________________________________________________


(15) Segment Information:

     Information related to segments of the Company's business is as follows:

                                        Year Ended Dec. 31,                     
                                     1993       1992       1991                 
                                          (In thousands)

Operating information
  Electric-
    Operating revenues.......... $  338,593 $  312,667 $  331,577
    Operating expenses
      excluding income taxes....    257,493    245,753    240,978
    Pre-tax operating income....     81,100     66,914     90,599
    Income taxes................     20,171     12,959     22,328
    Operating income............     60,929     53,955     68,271
    Allowance for funds used
      during construction
      (AFUDC)...................        886      1,019      1,375
    Operating income and AFUDC..     61,815     54,974     69,646
    Depreciation expense........     50,379     46,236     41,288
    Depreciation and equity
      funds recovered under
      Louisa Phase-In 
      Clause (LPIC).............      2,370      4,515      4,086
    Total depreciation expense..     52,749     50,751     45,374
    Capital expenditures........     49,976     52,922     46,484
                                                                 
  Gas-
    Operating revenues..........    206,821    184,867    180,960
    Operating expenses
      excluding income taxes....    192,061    171,960    170,889
    Pre-tax operating income....     14,760     12,907     10,071
    Income taxes................      4,306      3,361      3,032
    Operating income............     10,454      9,546      7,039
    AFUDC.......................         93         85         73
    Operating income and AFUDC..     10,547      9,631      7,112
    Depreciation expense........      8,268      7,705      7,213
    Capital expenditures........     16,981     20,776     15,068

                                                                 
  InterCoast Energy Company-
    Income......................     84,084     55,828     33,090
    Expenses excluding 
      income taxes..............     72,207     47,519     26,394
    Pre-tax operating income....     11,877      8,309      6,696
    Depreciation, depletion 
      and amortization..........     13,920      9,267      3,536
    Capital expenditures........ $   68,147 $   64,096 $   93,161


                                              Dec. 31,           
                                     1993       1992       1991                 
                                           (In thousands)
Asset information 
  Identifiable assets-
    Electric (a)................ $  997,861 $  945,845 $  921,167
    Gas (a).....................    236,406    216,592    186,886
    Used in overall utility
      operations................     32,580     30,799     31,757
    InterCoast Energy Company...    526,716    466,135    391,102
  Total assets.................. $1,793,563 $1,659,371 $1,530,912


(a) Utility plant less accumulated provision for depreciation, accounts
receivable, accrued unbilled revenues, inventories, deferred gas expense,
energy adjustment clause balance, nuclear decommissioning trust fund and
regulatory assets. 
_________________________________________________________________

(16) Quarterly Results (Unaudited):

                                    1993 Quarter Ended          
                            Dec.      Sept.     June      March
                             31        30        30        31                   
                         (In thousands, except per share amounts)

Operating revenues....... $141,210  $127,720  $114,614  $161,870
Operating income.........   10,592    23,871    16,608    20,312
Net income on common
  shares.................    7,215    17,921    12,099    16,998
Net income per average
  common share 
  outstanding............ $    .25  $    .61  $    .41  $    .58 


                                    1992 Quarter Ended          
                            Dec.      Sept.     June      March
                             31        30        30        31                   
                         (In thousands, except per share amounts)

Operating revenues....... $142,225  $112,542  $107,380  $135,387
Operating income.........   12,974    19,060    15,995    15,472
Net income on common
  shares.................    7,008    13,258     9,164    10,974
Net income per average
  common share 
  outstanding............ $    .24  $    .46  $    .34  $    .41

     The quarterly data reflect seasonal variations common in the utility
industry.

Report of Management

     Management is responsible for the preparation of all information contained
in this Annual Report, including the financial statements.  The statements and
related financial information have been prepared in conformity with generally
accepted accounting principles.  In the opinion of management, the financial
position, results of operation and cash flows of the Company are reflected
fairly in the statements.  The statements have been audited by the Company's
independent public accountants, Deloitte & Touche, whose report appears below.

     The Company maintains a system of internal controls which is designed to
provide reasonable assurance, on a cost effective basis, that transactions are
executed in accordance with management's authorization, the financial
statements are reliable and the Company's assets are properly accounted for and
safeguarded.  The Company's internal auditors continually evaluate and test the
system of internal controls and actions are taken when opportunities for
improvement are identified.  Management believes that the system of internal
controls is effective.

     The financial statements have been reviewed by the Audit Committee of the
Board of Directors.  The Audit Committee, the members of which are directors
who are not employees of the Company, meets regularly with management, the
internal auditors and Deloitte & Touche to discuss accounting, auditing,
internal control and financial reporting matters.  The Company's independent
public accountants are appointed annually by the Board of Directors on
recommendation of the Audit Committee.  The internal auditors and Deloitte &
Touche each have full access to the Audit Committee, without management
representatives present.

     /s/S. J. Bright
        S. J. Bright
        Chairman and Chief Executive Officer

     /s/L. E. Cooper
        L. E. Cooper
        Vice President-Finance and Chief Financial Officer

Independent Auditor's Report

To the Shareholders and Board of Directors of Iowa-Illinois Gas and Electric
Company:

     We have audited the accompanying consolidated balance sheet and statement
of capitalization of Iowa-Illinois Gas and Electric Company and subsidiary as
of December 31, 1993, and the related consolidated statements of income,
retained earnings, and cash flows for the year then ended.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.  The consolidated financial statements of the companies for the
years ended December 31, 1992 and 1991 were audited by other auditors whose
report, dated January 28, 1993, expressed an unqualified opinion on those
statements.

     We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

     In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the companies as of December
31, 1993, and the results of their operations and their cash flows for the year
then ended in conformity with generally accepted accounting principles.

     As discussed in Note 4 and Note 5 to the consolidated financial
statements, the companies changed their method of accounting for income taxes
and postretirement benefits other than pensions effective January 1, 1993.


                         /s/DELOITTE & TOUCHE
                            DELOITTE & TOUCHE


Davenport, Iowa
January 26, 1994