Exhibit 4(d)


                             FIRST AMENDMENT
                                 to the
                    COMMERCIAL PAPER DEALER AGREEMENT
                      Dated as of November 9, 1994
                                 between
                          IES DIVERSIFIED INC.
                                   and
                        CITICORP SECURITIES, INC.
                                    
                                    
                                    
     This FIRST AMENDMENT is made and entered into as of the 24th day of
March,  1997,  between  IES DIVERSIFIED INC., an Iowa  corporation  (the
"Company"), and CITICORP SECURITIES, INC. ("CSI") in connection with the
Commercial Paper Dealer Agreement, dated as of November 9, 1994, between
the  Company and CSI (the "Dealer Agreement").  Capitalized  terms  used
herein  but not defined shall have the meanings ascribed thereto in  the
Dealer Agreement.

      1.   Section 1 of the Dealer Agreement is hereby amended effective
as  of  the date hereof to change the Maximum Amount referred to therein
to   mean  $300,000,000  or  such  lesser  amount  (but  not  less  than
$150,000,000) for which the Company has all required authorizations  and
consents to issue Notes.  Furthermore, the Company shall notify CSI  and
the   Issuing  and  Paying  Agent  of  each  authorization  and  consent
increasing the maximum amount above $150,000,000.

      2.    Except as amended above, the Dealer Agreement shall continue
in  full  force and effect in accordance with its terms and the  Company
hereby  confirms,  as  of  the  date  hereof,  the  representations  and
warranties contained therein.

      3.   This Amendment may be executed in any number of counterparts,
each  part of which shall be deemed to be an original and all  of  which
taken together shall constitute one and the same instrument.

      4.    This  Amendment  shall  be governed  by,  and  construed  in
accordance with, the law of the State of New York.

     IN WITNESS WHEREOF, the Company and CSI have caused their duly
authorized representatives to execute this First Amendment as of the
date first above written.


                              IES DIVERSIFIED INC.



                              By:
                              Name:
                              Title:


                              CITICORP SECURITIES, INC.



                              By:
                              Name:
                              Title: