Exhibit 16.3
                 [ARTHUR ANDERSEN LLP LETTERHEAD]



Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

June 12, 2002

Dear Sir/Madam:

The  representations  made in  this  letter  are  based  solely  on
discussions with and  representations  from the engagement  partner
on the audits of the financial  statements of this  registrant  for
the two most  recent  years.  This  individual  is no  longer  with
Arthur Andersen LLP.

We have read the  paragraphs  2, 3 and 4 of Item 4 included  in the
Form 8-K dated June 12, 2002 of Wisconsin  Power and Light  Company
to be filed with the  Securities  and Exchange  Commission  and are
in agreement with the statements contained therein.

Very truly yours,



ARTHUR ANDERSEN LLP



Copy to:   Wisconsin Power and Light Company