BYLAWS OF

                                WPL HOLDINGS, INC.

                            Revised At July 25, 1996


                                    ARTICLE I

                                      Seal

        The corporate seal shall have inscribed thereon the name of the
   corporation and the words "Corporate Seal, Wisconsin".


                                   ARTICLE II

                              Stocks and Transfers

        Section 1 - Each holder of fully paid stock shall be entitled to a
   certificate or certificates of stock, stating the number of shares owned
   by such shareowner and the designation of the Class and Series in which
   issued.  All stock certificates shall be signed by the President or the
   Vice President and by the Secretary of the Company, and be sealed with the
   corporate seal of the Company, which seal may be facsimile, engraved or
   printed.  If and when a Transfer Agent and/or a Registrar shall have been
   appointed by the Board with respect to the shares of any class of stock,
   or series thereof, of the Company, the certificates representing such
   shares shall also be countersigned by such Transfer Agent and/or
   countersigned and registered by such Registrar, as the case may be. 
   Certificates which have been countersigned by a Transfer Agent and
   countersigned and registered by a Registrar, in both cases duly appointed
   by the Board of Directors for such purpose, may bear the signatures of the
   President or the Vice President and the Secretary of the Company in
   facsimile, engraved or printed; provided, that no certificate bearing the
   facsimile signatures of the Officers of the Company shall be valid or
   effective for any purpose unless and until it shall have been so
   countersigned and registered.  In case any such Officer who has signed any
   stock certificate, or whose facsimile signature has been placed thereon,
   shall have ceased to be such Officer before such certificate is issued,
   such certificate may be issued by the Company with the same effect as if
   such Officer had not ceased to be such at the date of its issue.

        Section 2 - The stock of the Company shall be divided into such
   Classes, with such relative rights and preferences, as shall be provided
   by the Articles of Organization of the Company as the same may from time
   to time be amended in accordance with the laws of Wisconsin.

        Section 3 - Shares of stock shall be transferable only on the books
   of the Company; and upon proper endorsement and surrender of the
   outstanding certificates representing the same.  Subject to such
   conditions as the Board of Directors may, by Resolution, establish:  (a)
   If an outstanding certificate of stock shall be lost, destroyed or stolen,
   the holder thereof may have a new certificate issued, upon producing
   evidence satisfactory to the Officers of the Company, of such loss,
   destruction or theft; and upon furnishing to the Company a bond of
   indemnity, surety bond, or such other assurance as the Officers may
   require.  (b) Where any outstanding certificates of stock are deemed
   abandoned by the holder thereof, pursuant to the unclaimed property or
   escheatment laws of any state having jurisdiction thereof, the Officers of
   the Company are authorized and directed to cause the transfer and delivery
   of said certificates or to cause the issuance of replacement certificates,
   to such person or persons as may be entitled thereto in accordance with
   such escheatment laws.

        Section 4 - Transfer books may be closed by order of the Board of
   Directors for short periods, not exceeding forty days at any one time, for
   any legal purpose, as the Board of Directors shall deem advisable.


                                   ARTICLE III

                             Meetings of Shareowners

        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.

        Section 2 - Special Meetings of the shareowners may be called by the
   Chairperson of the Board; the Chief Executive Officer; or by the Board of
   Directors; or by the Secretary when requested by the owners of shares of
   outstanding voting stock having in the aggregate a number of votes at
   least equal to one-fifth of the aggregate number of votes possessed by all
   such owners; or in such other manner as may be provided by statute.

        Section 3 - Notice of the time and place of each Annual or Special
   Meeting of Shareowners shall be sent by mail to the recorded address of
   each shareowner not less than ten days before the date of the meeting,
   except in cases where other special method of notice may be required by
   statute, in which case the statutory method shall be followed.  The notice
   of a special meeting shall state the object of the meeting.  Notice of any
   meeting of the shareowners may be waived by any shareowners.

        Section 4 - At all meetings of shareowners, the representation of
   owners of that number of shares of stock entitled to vote at such meeting
   having in the aggregate a number of votes at least equal to a majority of
   the aggregate number of votes entitled to vote at such meeting shall be
   necessary to constitute a quorum for the transaction of any business,
   other than (a) adjourning from time to time until a quorum shall be
   obtained, or (b) adjourning sine die, and for any such adjournment a
   majority vote of whatever shares of stock shall be represented shall be
   sufficient.

        Section 5 - The Chairperson of the Board when he or she is the Chief
   Executive Officer, and when he or she is not the Chief Executive Officer
   or  in his or her absence or at his or her request the President, and in
   the absence of both the Chairperson of the Board and the President then a
   Vice President, and if no Vice President be in attendance at the meeting
   then a Director selected by the Directors attending the meeting, or if no
   selection is made then the Director in attendance with the longest tenure
   in such office, shall preside at each meeting of shareowners, and the
   Secretary of the Company shall act as Secretary of each shareowner
   meeting.

        Section 6 - Any shareowner having the right to vote at a meeting of
   shareowners may exercise such right by voting in person or by proxy at
   such meeting.

                                   ARTICLE IV

                               Board of Directors

        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.

        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
   meetings of the Board shall resign as a Director.

        Section 3 - The Board of Directors may hold regular or special
   meetings in or outside the State of Wisconsin.

        Section 4 - Regular meetings of the Board of Directors shall be held
   at such time and place and in such manner as may be determined by the
   Board, at such hour as the notice of meeting may provide, but in no event
   shall the Board meet less than once a year.

        Section 5 - Special meetings of the Board may be called at any time
   by the Chairperson, the Chief Executive Officer, or in the absence of the
   Chairperson when Chief Executive Officer, by the President, or by a Vice
   President when acting as Chief Executive Officer, or by any two Directors,
   by mailing to each Director, not less than three days before the time of
   such meeting, a written notice stating the time and place and manner of
   holding such meeting.

        Section 6 - (a) Any or all members of the Board of Directors, or any
   committee thereof, may participate in a regular or special meeting by, or
   to conduct the meeting through, the use of any means of communication by
   which any of the following occurs:

            1)  All participating directors may simultaneously hear each
                other during the meeting.

            2)  All communication during the meeting is immediately
                transmitted to each participating director, and each
                participating director is able to immediately send messages
                to all other participating directors.

        (b)     If a meeting is conducted by the means of communication
                described herein, all participating directors shall be
                informed that a meeting is taking place at which official
                business may be transacted.

        (c)     A director participating in a meeting by means of such
                communication is deemed to be present in person at the
                meeting.

        Section 7 - Notice of any meeting of the Board may be waived by any
   Director.

        Section 8 - A majority of the Board of Directors shall constitute a
   quorum for the transaction of business at any meeting of the Board, but a
   fewer number may adjourn the meeting to some other day or sine die.  The
   person designated by Section 5 of Article III above shall preside at
   meetings of the Board of Directors, and the Secretary shall act as
   Secretary.  The members of the Board who are Officers or employees of the
   Company shall receive no separate fee for serving as a Director of the
   Company.  Other members of the Board shall be paid such fees as the Board
   shall from time to time determine by resolution.


                                    ARTICLE V

                                   Committees

        Section 1 - The Board of Directors may, by resolution passed by a
   majority of the whole Board, designate from their number an Executive
   Committee of such number, not less than three, as the Board may fix from
   time to time.  The Executive Committee may make its own rules of procedure
   and shall meet where and as provided by such rules, or by resolution of
   the Board of Directors.  A majority of the members of the Committee shall
   constitute a quorum for the transaction of business.  During the intervals
   between the meetings of the Board of Directors, the Executive Committee
   shall have all the powers of the Board in the management of the business
   and affairs of the Company, including power to authorize the seal of the
   Company to be affixed to all papers which may require it, and, by majority
   vote of all its members, exercise any and all such powers in such manner
   as such Committee shall deem best for the interests of the Company, in all
   cases in which specific directions shall not have been given by the Board
   of Directors.

        Section 2 - The Board of Directors may, by resolution passed by a
   majority of the whole Board, designate from their number various
   Committees from time to time as corporate needs may dictate.  The
   Committees may make their own rules of procedure and shall meet where and
   as provided by such rules, or by resolution of the Board of Directors.  A
   majority of the members of the Committee shall constitute a quorum for the
   transaction of business.

        Section 3 - An Audit Committee is hereby 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 the 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.  Such meeting may be held on a day separate from or the
   same as the regular monthly meeting of the Board of Directors.  Subsequent
   to each such Committee meeting, a report of the actions taken by such
   Committee shall be made to the Board of Directors.

        The functions of said Committee shall be to:

        1.  Recommend to the shareowners the independent auditors of the
            Company.

        2.  Discuss with the independent auditors the scope of their audit.

        3.  Discuss with the independent auditors and the management the
            Company's accounting principles, policies and practices and its
            reporting policies and practices.

        4.  Discuss with the independent auditors the results of their audit.

        5.  Discuss with the independent auditors the adequacy of the
            Company's or any of its subsidiaries accounting, financial and
            operating controls.

        6.  Discuss with appropriate officers and staff the scope and results
            of internal audits and initiate such accounting principles,
            policies and practices, and reporting policies and practices as
            it may deem necessary or proper.

        7.  Approve or disapprove annually, each defined group of non-audit
            services performed by the independent auditors, which
            consideration may occur before or after performance, giving due
            regard to the possible effect of such performance upon the
            independence of the independent auditors; and, if considered
            prior to such performance, shall include a limitation upon the
            magnitude of such services.

        Section 4 - A Compensation and Personnel Committee is hereby
   established.  Said Committee shall consist of at least three (3) Directors
   who are not and never have been officers, employees or legal counsel of
   the Company.  The Chairperson and the members of the Compensation and
   Personnel Committee shall be elected annually by a majority vote of the
   members of the Board of Directors.  Vacancies on said Committee may be
   filled at any time by action of the Board of Directors.  The Committee
   shall have the following powers and responsibilities:

         1.      Review and recommend to the Board new employee benefit plans
                 or changes, i.e. pension, life, hospital, disability, etc.

         2.      Review major provisions of any negotiated union contract
                 prior to or during negotiations.

         3.      Review and approve any executive officer employment
                 contracts.

         4.      Review human resource development programs.

         5.      Review management development programs.

         6.      Review the internal equity and external competitiveness of
                 all executive, management and salary pay grades.

         7.      Review and authorize salary adjustments for all management
                 payroll, and non-executive officers' pay grades as a group. 
                 All salary ranges and performance for executive officers
                 shall be reviewed individually by the Committee.

         8.      Review as a group overall adjustments for all non-management
                 payroll salary grades.

         9.      Review personnel budgets.

        Said Committee shall meet at such times as it determines, but at
   least twice each year, and shall meet at the request of the Chief
   Executive Officer, President or any Committee member.  Such meeting may be
   held on a day separate from or the same as the regular monthly meeting of
   the Board of Directors.  Subsequent to each such Committee meeting, a
   report of the actions taken by such Committee shall be made to the Board
   of Directors.

        Section 5 - 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
   the 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.

    
        Section 6 - The Executive and other Committees shall keep regular
   minutes of their proceedings and report the same to the Board when
   required.

        Section 7 - A majority of the members of a committee shall constitute
   a quorum for the transaction of business at any meeting of a committee of
   the Board, but a fewer number may adjourn the meeting to some other day or
   sine die.  Each committee shall arrange for the keeping of its own
   minutes.

                                   ARTICLE VI

                                    Officers

        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 such 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.

        Section 2 - Subject to the control of the Board of Directors the
   Chief Executive Officer designated by the Board of Directors shall have
   and be responsible for the general management and direction of the
   business of the Company, shall establish the lines of authority and
   supervision of the Officers and employees of the Company, shall have the
   power to appoint and remove and discharge any and all agents and employees
   of the Company not elected or appointed directly by the Board of
   Directors, and shall assist the Board in the formulation of policies of
   the Company.  The Chairperson of the Board if Chief Executive Officer may
   delegate any part of his or her duties to the President, or to one or more
   of the Vice Presidents of the Company.

        Section 3 - The Chairperson of the Board if not designated as the
   Chief Executive Officer of the Company shall assist the Board in the
   formulation of policies and may make recommendations therefore. 
   Information as to the affairs of the Company in addition to that contained
   in the regular reports shall be furnished to him or her on request.  He or
   she may make suggestions and recommendations to the Chief Executive
   Officer regarding any matters relating to the affairs of the Company and
   shall be available for consultation and advice.

        Section 4 - The President when he or she is not designated as and
   does not have the powers of the Chief Executive Officer shall have such
   other powers and duties as usually devolve upon the President of a Company
   and such other and further powers and duties as may from time to time be
   prescribed by the Board of Directors or be delegated to him or her by the
   Chairperson of the Board.  In the absence or inability of the Chairperson
   of the Board to act as Chief Executive Officer the powers and duties of
   the Chief Executive Officer shall temporarily devolve upon the President.

        Section 5 - The Vice Presidents shall have such powers and duties as
   may be prescribed for him or her by the Board of Directors and by the
   Chief Executive Officer.

        Section 6 - The Secretary shall attend all meetings of the Board of
   Directors, shall keep a true and faithful record thereof in proper books
   to be provided for that purpose, and shall be responsible for the custody
   and care of the corporate seal, corporate records and minute books of the
   Company, and of all other books, documents and papers as in the practical
   business operation of the Company shall naturally belong in the office or
   custody of the Secretary, or shall be placed in his or her custody by the
   Chief Executive Officer or by the Board of Directors.  He or she shall
   also act as Secretary of all shareowners' meetings, and keep a record
   thereof.  He or she shall, except as may be otherwise required by statute
   or by these bylaws, sign, issue and publish all notices required for
   meetings of shareowners and of the Board of Directors.  He or she shall be
   responsible for the custody of the stock books of the Company and shall
   keep a suitable record of the addresses of shareowners.  He or she shall
   also be responsible for the collection, custody and disbursement of the
   funds received for dividend reinvestment.  He or she shall sign stock
   certificates, bonds and mortgages, and all other documents and papers to
   which his or her signature may be necessary or appropriate, shall affix
   the seal of the corporation to all instruments requiring the seal, and
   shall have such other powers and duties as are commonly incidental to the
   office of Secretary, or as may be prescribed for him or her by the Chief
   Executive Officer or by the Board of Directors.

        Section 7 - The Treasurer shall have charge of, and be responsible
   for, the collection, receipt, custody and disbursement of the funds of the
   Company, and shall deposit its funds in the name of the Company in such
   banks, trust companies, or safety vaults as the Board of Directors may
   direct, and shall keep a proper record of cash receipts and disbursements. 
   He or she may, in the absence of the Secretary and Assistant Secretaries
   sign stock certificates.  He or she shall be responsible for the custody
   of such books, receipted vouchers and other books and papers as in the
   practical business operation of the Company shall naturally belong in the
   office or custody of the Treasurer, or shall be placed in his or her
   custody by the Chief Executive Officer, or by the Board of Directors.  He
   or she shall sign checks, drafts, and other paper providing for the
   payment of money by the Company for operating purposes in the usual course
   of business, and shall have such other powers and duties as are commonly
   incidental to the office of Treasurer, or as may be prescribed for him or
   her by the Chief Executive Officer or by the Board of Directors.

        Section 8 - The Controller shall be the principal accounting Officer
   of the Company.  He or she shall have general supervision over the books
   of accounts of the Company.  He or she shall examine the accounts of all
   Officers and employees from time to time and as often as practicable, and
   shall see that proper returns are made of all receipts from all sources. 
   All bills, properly made in detail and certified, shall be submitted to
   him or her, and he or she shall audit and approve the same if found
   satisfactory and correct, but he or she shall not approve any voucher
   unless charges covered by the voucher have been previously approved
   through work orders, requisition or otherwise by the head of the
   department in which it originated, or unless he or she shall be otherwise
   satisfied of its propriety and correctness.  He or she shall have full
   access to all minutes, contracts, correspondence and other papers and
   records of the Company relating to its business matters, and shall be
   responsible for the custody of such books and documents as shall naturally
   belong in the custody of the Controller and as shall be placed in his or
   her custody by the Chief Executive Officer or by the Board of Directors. 
   The Controller shall have such other powers and duties as are commonly
   incidental to the office of Controller, or as may be prescribed for him or
   her by the Chief Executive Officer or by the Board of Directors.

        Section 9 - The Assistant Secretaries, Assistant Treasurers and
   Assistant Controllers shall respectively assist the Secretary, Treasurer
   and Controller of the Company in the performance of the respective duties
   assigned to such principal Officer, and in assisting his or her principal
   Officer each assistant Officer shall to that extent and for such purpose
   have the same powers as his or her principal Officer.  The powers and
   duties of any such principal Officer shall temporarily devolve upon an
   assistant Officer in case of the absence, disability, death, resignation
   or removal from office of such principal Officer.

        Section 10 - In the event of the untimely death or absence or
   inability to act of the Chief Executive Officer, his or her powers and
   duties shall devolve temporarily in the following manner:  first, any
   former Chief Executive Officer who is a member of the board, next, to the
   Board member with the longest tenure on the Board.  Within sixty (60)
   days, the temporary Chief Executive Officer shall notify the outside
   members of the Board of the absence or inability to act of the Chief
   Executive Officer and shall convene a meeting of the outside members of
   the Board, who shall act as a Committee.  The Committee shall determine
   and evaluate all the facts pertinent to the Chief Executive Officer's
   absence or inability to act, and then make such recommendations to the
   Board of Directors as it deems appropriate under the circumstances.  The
   Board of Directors shall meet and act upon said recommendations within
   thirty (30) days following the determinations of said Committee.


                                   ARTICLE VII

                                 Cash Management

        Section 1 - Deposits - The funds of the Company shall be deposited to
   its credit in such banks or trust companies ("depositories") as the
   Treasurer shall designate or in the manner provided in Paragraph 5 of
   Section 2 of this Article.  All deposits in any depository shall be made
   initially to the general account of the Company and not to any special
   account, fund or deposit.  All special accounts, funds or deposits shall
   be created and maintained solely by transfers of funds from the general
   account.

        Section 2 - Withdrawals and Check Signing -

        1.  Funds shall be withdrawn only by Company check or draft except: 
            (a) to effect transfers of funds between Company accounts
            maintained at one or more depositories, (b) as provided in
            paragraph 5 of this Section 2 and Section 3 of this Article, or
            (c) as provided by resolution of the Board of Directors.

        2.  No debts shall be contracted except for current expenses unless
            authorized by the Board of Directors or the Executive Committee,
            and no invoices shall be paid by the Treasurer unless audited and
            approved by the Controller or by a person or committee
            specifically authorized by the Board of Directors or the
            Executive Committee to audit and approve invoices for payment.

        3.  Checks, drafts and notes drawn on any account or deposit of the
            Company shall be valid instruments when signed on behalf of the
            Company by the President or the Treasurer.  Instruments may be
            signed by the facsimile signature of the President or the
            Treasurer.

        4.  For the purposes of this Section, a facsimile signature of any
            Officer of the Company shall mean a stamp or perforation of that
            Officer's signature.  Each depository is authorized to honor
            instruments signed in this manner provided the facsimile
            resembles a specimen on file which has been certified by the
            Secretary or other duly authorized Officer of the Company.

        5.  In addition to the provisions of Section 1 of this Article VII
            the Treasurer of the Company is authorized to establish petty
            cash funds, on an imprest basis.  Each such account shall be
            designated as a "Cashier's Trust Account" and shall be separately
            maintained and accounted for by the cashier or other employee
            assigned such responsibility by the Treasurer.

            (a)  Checks drawn on a Cashier's Trust Account may be signed and
                 countersigned on behalf of the Company by such employees as
                 the Treasurer or President may from time to time authorize
                 and designate; provided, however, that no such check shall
                 be signed and countersigned by the same person.

            (b)  No payment out of petty cash funds, whether by cash or
                 check, shall exceed $2,500.

        6.  Checks drawn on special accounts which the Company creates or
            maintains for the payment of dividends may be signed by the
            manual or facsimile signature of its Chief Executive Officer or
            President and shall not require any countersignature.

        7.  All bonds and notes issued under an indenture or mortgage shall
            be executed on behalf of the Company by the manual or facsimile
            signature of its Chief Executive Officer, President or the
            Treasurer and its Secretary unless otherwise provided by
            resolution of the Board of Directors.

        Section 3 - Special Withdrawals - The President or Treasurer of the
   Company, or any person authorized in writing by any of the foregoing
   Officers, is authorized to direct any depository:

        (a)      to charge amounts directly to the account of the Company
                 without the issuance of a check or draft of the Company, for
                 the purpose of paying principal of and interest on bonds and
                 notes issued by the Company, and

        (b)      to accept and process data submitted via electronic means or
                 by wire transfer for purposes of receipt or disbursement of
                 funds;

   provided that such direction is in writing and describes the type of such
   transactions permitted to be made by such depository.


                                  ARTICLE VIII

                                  Miscellaneous

        Section 1 - All dividends shall be declared by a vote of the Board of
   Directors.

        Section 2 - The fiscal year of the Company shall close at the end of
   December of each calendar year.

        Section 3 - All or any shares of stock of any corporation owned by
   this Company may be voted at any meeting of the shareowners of such
   corporation by the Chief Executive Officer of this Company or such other
   person as may be designated by the Board of Directors for that purpose,
   upon any question that may be presented at such meeting, and the Chief
   Executive Officer or such other person may, on behalf of the Company,
   waive any notice of the calling of such meeting required by any statute or
   by-law and consent to the holding of any such meeting without notice.  The
   Chief Executive Officer or such other person as may be designated by the
   Board of Directors to vote stock owned by this Company shall have
   authority to give to any person a written proxy, in the name of this
   Company and under its corporate seal, to vote at any meeting of the
   shareowners of any corporation all or any shares of stock of such
   corporation owned by this Company, upon any question that may be presented
   at such meeting, with full power to waive any notice of the calling of
   such meeting required by any statute or by-law and to consent to the
   holding of any such meeting without notice.


                                   ARTICLE IX

   Amendment or Repeal of Bylaws

        These bylaws may be altered, amended or repealed by the Board of
   Directors at any regular or special meeting of the Board, or at any Annual
   Meeting or Special Meeting of Shareowners by the affirmative vote of
   owners of shares of outstanding voting stock of the Company having in the
   aggregate a number of votes at least equal to a majority of the aggregate
   number of votes possessed by all such owners (provided it shall have been
   stated in the notice calling any such Special Meeting of Shareowners that
   it is proposed at such meeting to alter, amend or rescind the bylaws), or
   in such other manner as may be provided by law or in the Restated Articles
   of Organization.


                                    ARTICLE X

                        Indemnification and Liability of
                        Corporate Directors and Officers

        Section 1 - Definitions Applicable to Article X - In this Article X:

        1.  "Corporation" means WPL Holdings, Inc.

        2.  "Director or Officer" means any of the following:

            a.  A natural person who is or was a Director or Officer of the
                Corporation.

            b.  A natural person who, while a Director or Officer of the
                Corporation, is or was serving at the Corporation's request
                as a Director, Officer, partner, trustee, member of any
                governing or decision-making committee, employee or agent of
                another corporation or foreign corporation, partnership,
                joint venture, trust or other enterprise.

            c.  A natural person who, while a Director or Officer of the
                Corporation, is or was serving an employee benefit plan
                because his or her duties to the Corporation also impose
                duties on, or otherwise involve services by, the person to
                the plan or to participants in or beneficiaries of the plan.

            d.  Unless the context requires otherwise, the estate or personal
                representative of a Director or Officer.

        3.  "Expenses" include fees, costs, charges, disbursements, attorney
            fees and any other expenses incurred in connection with a
            proceeding.

        4.  "Liability" includes the obligation to pay a judgment,
            settlement, penalty, assessment, forfeiture or fine, including an
            excise tax assessed with respect to an employee benefit plan, and
            reasonable expenses.

        5.  "Party" includes a natural person who was or is, or who is
            threatened to be made, a named defendant or respondent in a
            proceeding.

        6.  "Proceeding" means any threatened, pending or completed civil,
            criminal, administrative or investigative action, suit,
            arbitration or other proceeding, whether formal or informal,
            which involves foreign, federal, state or local law and which is
            brought by or in the right of the Corporation or by any other
            person.

        Section 2 - Mandatory Indemnification -

        1.  The Corporation shall indemnify a Director or Officer, to the
            extent he or she has been successful on the merits or otherwise
            in the defense of a proceeding, for all reasonable expenses
            incurred in the proceeding if the Director or Officer was a party
            because he or she is a Director or Officer of the Corporation.

        2.  a.  In cases not included under sub. 1., the Corporation shall
            indemnify a Director or Officer against liability incurred by the
            Director or Officer in a proceeding to which the Director or
            Officer was a party because he or she is a Director or Officer of
            the Corporation, unless liability was incurred because the
            Director or Officer breached or failed to perform a duty he or
            she owes to the Corporation and the breach or failure to perform
            constitutes any of the following:

                1) A willful failure to deal fairly with the Corporation or
                   its shareholders in connection with a matter in which the
                   Director or Officer has a material conflict of interest.

                2) A violation of criminal law, unless the Director or
                   Officer had reasonable cause to believe his or her
                   conduct was lawful or no reasonable cause to believe his
                   or her conduct was unlawful.

                3) A transaction from which the Director or Officer derived
                   an improper personal profit.

                4) Willful misconduct.

            b.  Determination of whether indemnification is required under
                this subsection shall be made under Section 3.

            c.  The termination of a proceeding by judgment, order,
                settlement or conviction, or upon a plea of no contest or an
                equivalent plea, does not, by itself, create a presumption
                that indemnification of the Director or Officer is not
                required under this subsection.

        3.  A Director or Officer who seeks indemnification under this
            section shall make a written request to the Corporation.

        4.  a.  Indemnification under this Article X is not required to the
                extent limited by the articles of incorporation under
                Section 180.048, Wis. Stats.

            b.  Indemnification under this Article X is not required if the
                Director or Officer has previously received indemnification
                or allowance of expenses from any person, including the
                Corporation, in connection with the same proceeding.

        Section 3 - Determination of Right to Indemnification - Unless
   otherwise provided by the articles of incorporation or bylaws or by
   written agreement between the Director or Officer and the Corporation, the
   Director or Officer seeks indemnification under Section 2, 2. shall select
   one of the following means for determining his or her right to
   indemnification:

        1.  By a majority vote of a quorum of the Board of Directors
            consisting of Directors not at the time parties to the same or
            related proceedings.  If a quorum of disinterested Directors
            cannot be obtained, by majority vote of a committee duly
            appointed by the Board of Directors and consisting solely of 2 or
            more Directors not at the time parties to the same or related
            proceedings.  Directors who are parties to the same or related
            proceedings may participate in the designation of members of the
            committee.

        2.  By independent legal counsel selected by a quorum of the Board of
            Directors or its committee in the manner prescribed in 1., above,
            if unable to obtain such a quorum or committee, by a majority
            vote of the full Board of Directors, including Directors who are
            parties to the same or related proceedings.

        3.  By a panel of three arbitrators consisting of one arbitrator
            selected by those Directors entitled under 2., above, to select
            independent legal counsel, one arbitrator selected by the
            Director or Officer seeking indemnification and one arbitrator
            selected by the two arbitrators previously selected.

        4.  By an affirmative vote of shares as provided in Section 180.28,
            Wis. Stats., shares owned by, or voted under the control of,
            persons who are at the time parties to the same or related
            proceedings, whether as plaintiffs or defendants or in any other
            capacity, may not be voted in making the determination.

        5.  By a court under Section 180.051, Wis. Stats., as created by 1987
            Wisconsin Act 13.

        6.  By any other method provided for in any additional right to
            indemnification permitted under Section 5, below.
    
        Section 4 - Allowance of Expenses as Incurred - Upon written request
   by a Director or Officer who is a party to a proceeding, the Corporation
   may pay or reimburse his or her reasonable expenses as incurred if the
   Director or Officer provides the Corporation with all of the following:

        1.  A written affirmation of his or her good faith belief that he or
            she has not breached or failed to perform his or her duties to
            the Corporation.

        2.  A written undertaking, executed personally or on his or her
            behalf, to repay the allowance and/if required by the
            Corporation, to pay reasonable interest on the allowance to the
            extent that it is ultimately determined under Section 3, above,
            that indemnification under Section 2, above, is not required and
            that indemnification is not ordered by a court.  The undertaking
            under this subsection shall be an unlimited general obligation of
            the Director or Officer and may be accepted without reference to
            his or her ability to repay the allowance.  The undertaking may
            be secured or unsecured.

        Section 5 - Additional Rights to Indemnification and Allowance of
   Expenses  
        1.  Except as provided in 2. below, Sections 2 and 4 above, do not
            preclude any additional right to indemnification or allowance of
            expenses that a Director or Officer may have under any of the
            following:

            a.  The articles of incorporation or bylaws.

            b.  A written agreement between the Director or Officer and the
                Corporation.

            c.  A resolution of the Board of Directors.

            d.  A resolution, after notice, adopted by a majority vote of all
                the Corporation's voting shares then issued and outstanding.

        2.  Regardless of the existence of an additional right under
            subsection 1., above, the Corporation may not indemnify a
            Director or Officer, or permit a Director or Officer to retain
            any allowance of expenses unless it is determined by or on behalf
            of the Corporation that the Director or Officer did not breach or
            fail to perform a duty he or she owes to the Corporation which
            constitutes conduct under Section 2, 2. a. 1), 2), 3) or 4).  A
            Director or Officer who is a party to the same or related
            proceeding for which indemnification or an allowance of expenses
            is sought may not participate in a determination under this
            subsection.

        3.  No provision of this Article X shall affect the Corporation's
            power to pay or reimburse expenses incurred by a Director or
            Officer in any of the following circumstances:

            a.  As a witness in a proceeding to which he or she is not a
   party.

            b.  As a plaintiff or petitioner in a proceeding because he or
                she is or was an employee, agent, Director or Officer of the
                Corporation.

        Section 6 - Insurance - The Corporation may purchase and maintain
   insurance on behalf of an individual who is an employee, agent, Director
   or Officer of the Corporation against liability asserted against or
   incurred by the individual in his or her capacity as an employee, agent,
   Director or Officer or arising from his or her status as an employee,
   agent, Director or Officer, regardless of whether the Corporation is
   required or authorized to indemnify or allow expenses to the individual
   against the same liability under Sections 2, 3, 4 or 5 of this Article X.

        Section 7 - Indemnification and Insurance Against Securities Law 
   Claims - Sections 1 through 6, inclusive, apply to the extent applicable
   to any other proceeding, to any proceeding involving a federal or state
   statute, rule or regulation regulating the offer, sale or purchase of
   securities, securities brokers or dealers, or investment companies or
   investment advisers.


        Section 8 - Reliance by Directors or Officers -

        1.  Unless the Director or Officer has knowledge that makes reliance
            unwarranted, a Director or Officer, in discharging his or her
            duties to the Corporation, may rely on information, opinions,
            reports or statements, any of which may be written or oral,
            formal or informal, including financial statements and other
            financial data, if prepared or presented by any of the following:

            a.  An Officer or employee of the Corporation whom the Director
                or Officer believes in good faith to be reliable and
                competent in the matters presented.

            b.  Legal counsel, public accountants or other persons as to
                matters the Director or Officer believes in good faith are
                within the person's professional or expert competence.

            c.  In the case of reliance by a Director, a committee of the
                Board of Directors of which the Director is not a member if
                the Director believes in good faith that the committee merits
                confidence.

         2.     This section does not apply to a Director's reliance under
                Section 180.40(3), Wis. Stats., as in effect on the date of
                adoption hereof.


        Section 9 - Consideration of Interests in Addition to Shareholders'
   Interests - In discharging his or her duties to the Corporation and in
   determining what he or she believes to be in the best interests of the
   Corporation, a Director or Officer may, in addition to considering the
   effects of any action on shareholders, consider the following:

        1.  The effects of the action on employees, suppliers and customers
            of the Corporation.

        2.  The effects of the action on communities in which the Corporation
            operates.

        3.  Any other factors the Director or Officer considers pertinent.