EXHIBIT 3B

                             AMENDMENTS TO BY-LAWS 
                      OF WISCONSIN POWER AND LIGHT COMPANY 

                         (Effective September 20, 1995)
    

   1.   Section 2, paragraph 7b of Article VII was amended in its entirety to
   provide as follows:

        7b.  Any employee or agent authorized by the treasurer of the Company
             may draw such sight drafts in amounts not exceeding $10,000
             payable to any one person or in any transaction for right-of-way
             easements, reimbursements for damages to land, payments to bind
             agreements for purchases of real estate and payments of document
             recording fees.


                          (Effective January 24, 1996)

   2.   Section 6 of Article V was amended in its entirety to provide as
        follows:

             A Nominating and Governance Committee shall be established and
             shall consist of at least three (3) members, all of whom shall
             be outside members of the Board of Directors.  The Chairperson
             and the members of the Committee shall be elected annually by a
             majority vote of members of the Board of Directors.  Vacancies
             on said Committee may be filled at any time by action of the
             Board of Directors.  Said Committee shall meet at the call of
             any one of its members, but in no event shall it meet less than
             once a year for the express purpose of recommending nominees for
             election to the Board at the Annual Meeting of Shareowners.  The
             Committee shall have the following responsibilities:

             1.   Nomination of Directors for membership on the Board.
             2.   Selection of new Board members.
             3.   Selection of Board committee members and chairpersons.
             4.   Evaluation of overall Board effectiveness.
             5.   Develop recommendations on Director compensation.
             6.   Prepare CEO Performance report.
             7.   Consider and develop recommendations on specific governance
                  matters.