Amendments to the By-Laws of
                               WPL Holdings, Inc.
                            (Effective June 22, 1995)

             1.   Section 1 of Article IV was amended in its entirety to
   provide as follows:

             Section 1 - The number of Directors constituting the Board of
   Directors shall be a minimum of seven (7) and a maximum of thirteen (13). 
   Whenever a vacancy(ies) occurs on the Board of Directors such that there
   are less than seven (7) Directors remaining, the remaining Directors shall
   constitute the Board of Directors until the vacancy(ies) are filled by a
   vote of the majority of the Directors remaining in office, even if less
   than a quorum, said vacancy(ies) to be filled as soon as reasonably
   possible.  When there are seven (7) or more Directors and a vacancy
   occurs, including a vacancy created by an increase in the number of
   Directors, it shall be filled or not filled at the discretion of the Board
   of Directors.  The Board may elect a Chairperson of the Board, who may be
   the same person as the Chief Executive Officer or the President.

             2.   Section 2 of Article IV was amended in its entirety to
   provide as follows:

             Section 2 - No person who has attained 70 years of age shall be
   eligible for election or reelection to the Board of Directors.  Any
   Director who has attained 70 years of age shall resign from the Board of
   Directors effective as of the next Annual Meeting of Shareowners.  Except
   for the Chief Executive Officer, any Officer or employee of the Company
   serving as a Director who retires, resigns or is removed or terminated
   from his or her office or employment with the Company shall simultaneously
   resign from the Board of Directors.  In the event the CEO resigns or
   retires from his or her office or employment with the Company, he or she
   shall simultaneously submit his or her resignation from the Board of
   Directors if requested by the Nominating Committee.  In the event that the
   CEO is removed from his or her office by the Board of Directors, or is
   involuntarily terminated from employment with the Company, he or she shall
   simultaneously submit his or her resignation from the Board of Directors. 
   Any Director who is unavailable for reasonably regular attendance at the
   meetings of the Board shall resign as a Director.

             3.   Section 1 of Article VI was amended in its entirety to
   provide as follows:

             Section 1 - The Board of Directors shall elect a Chief Executive
   Officer, a President, such number of Vice Presidents with such 
   designations as the Board of Directors at the time may decide upon, a
   Secretary, a Treasurer and a Controller.  The same person may
   simultaneously hold more than one office.  The Board of Directors in its
   discretion may also elect one or more Assistant Secretaries, one or more
   Assistant Treasurers, one or more Assistant Controllers, and such other
   Officers as may from time to time be provided for by the Board of
   Directors.  All Officers unless sooner removed shall hold their respective
   offices until their successors, willing to serve, shall have been elected
   but any Officer may be removed from office at any time at the pleasure of
   the Board of Directors.  All Officers shall be bonded in such form, in
   such amounts, and with such sureties as determined by the Board of
   Directors.