Amendment to the By-Laws of
                               WPL Holdings, Inc.



                            (Effective July 25, 1996)



        Section 1 of Article III of the Bylaws of WPL Holdings, Inc. was
   amended to read in its entirety as follows:


             Section 1 - The Annual Meeting of the Shareowners shall be
        held on the fourth Wednesday in May of each year (or if such day
        be a legal holiday in Wisconsin, then upon the following day);
        or on such other day of each year as the Board of Directors may
        determine.  Each such meeting shall be held at the hour of 10:00
        o'clock A.M. at the office of the Company in Madison, Wisconsin,
        unless the Board of Directors shall otherwise order.  The Annual
        Meeting shall be held for the purposes of electing Directors and
        transacting such other business as may properly come before the
        meeting.