EXHIBIT (24)

                                POWER OF ATTORNEY


                   KNOW ALL PERSONS BY THESE PRESENTS, That I

                                 L. David Carley

   hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
   and each of them individually, my true and lawful attorneys-in-fact and
   agents, with full power of substitution and re-substitution, for me and in
   my name, place and stead, in any and all capacities, to sign my name as a
   director of WPL Holdings, Inc. (the "Company") to the Registration
   Statement on Form S-3, and any amendments (including post-effective
   amendments) or supplements thereto, relating to a public offering of
   shares of Common Stock (and the associated Common Stock Purchase Rights)
   to be issued by the Company in connection with the Company's new dividend
   reinvestment and stock purchase plan, and to file said Registration
   Statement, with all exhibits thereto, and other documents in connection
   therewith, and any amendment (including any post-effective amendment) or
   supplement thereto, with the Securities and Exchange Commission in
   connection with the registration of said shares of Common Stock (and the
   associated Common Stock Purchase Rights) under the Securities Act of 1933,
   as amended.

        I hereby ratify and confirm all that said attorneys-in-fact and
   agents, or each of them, or their or his substitute or substitutes, have
   done or shall lawfully do by virtue of this Power of Attorney.

             WITNESS my hand this 6th day of May, 1997.

                                          /s/ L. David Carley 
                                      L. David Carley

   
                                POWER OF ATTORNEY


                   KNOW ALL PERSONS BY THESE PRESENTS, That I

                                Rockne G. Flowers

   hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
   and each of them individually, my true and lawful attorneys-in-fact and
   agents, with full power of substitution and re-substitution, for me and in
   my name, place and stead, in any and all capacities, to sign my name as a
   director of WPL Holdings, Inc. (the "Company") to the Registration
   Statement on Form S-3, and any amendments (including post-effective
   amendments) or supplements thereto, relating to a public offering of
   shares of Common Stock (and the associated Common Stock Purchase Rights)
   to be issued by the Company in connection with the Company's new dividend
   reinvestment and stock purchase plan, and to file said Registration
   Statement, with all exhibits thereto, and other documents in connection
   therewith, and any amendment (including any post-effective amendment) or
   supplement thereto, with the Securities and Exchange Commission in
   connection with the registration of said shares of Common Stock (and the
   associated Common Stock Purchase Rights) under the Securities Act of 1933,
   as amended.

        I hereby ratify and confirm all that said attorneys-in-fact and
   agents, or each of them, or their or his substitute or substitutes, have
   done or shall lawfully do by virtue of this Power of Attorney.

             WITNESS my hand this 6th day of May, 1997.

                                          /s/ Rockne G. Flowers
                                      Rockne G. Flowers

   

                                POWER OF ATTORNEY


                   KNOW ALL PERSONS BY THESE PRESENTS, That I

                               Donald R. Haldeman

   hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
   and each of them individually, my true and lawful attorneys-in-fact and
   agents, with full power of substitution and re-substitution, for me and in
   my name, place and stead, in any and all capacities, to sign my name as a
   director of WPL Holdings, Inc. (the "Company") to the Registration
   Statement on Form S-3, and any amendments (including post-effective
   amendments) or supplements thereto, relating to a public offering of
   shares of Common Stock (and the associated Common Stock Purchase Rights)
   to be issued by the Company in connection with the Company's new dividend
   reinvestment and stock purchase plan, and to file said Registration
   Statement, with all exhibits thereto, and other documents in connection
   therewith, and any amendment (including any post-effective amendment) or
   supplement thereto, with the Securities and Exchange Commission in
   connection with the registration of said shares of Common Stock (and the
   associated Common Stock Purchase Rights) under the Securities Act of 1933,
   as amended.

        I hereby ratify and confirm all that said attorneys-in-fact and
   agents, or each of them, or their or his substitute or substitutes, have
   done or shall lawfully do by virtue of this Power of Attorney.

             WITNESS my hand this 6th day of May, 1997.

                                          /s/ Donald R. Haldeman
                                      Donald R. Haldeman

   
                                POWER OF ATTORNEY


                   KNOW ALL PERSONS BY THESE PRESENTS, That I

                               Katharine C. Lyall

   hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
   and each of them individually, my true and lawful attorneys-in-fact and
   agents, with full power of substitution and re-substitution, for me and in
   my name, place and stead, in any and all capacities, to sign my name as a
   director of WPL Holdings, Inc. (the "Company") to the Registration
   Statement on Form S-3, and any amendments (including post-effective
   amendments) or supplements thereto, relating to a public offering of
   shares of Common Stock (and the associated Common Stock Purchase Rights)
   to be issued by the Company in connection with the Company's new dividend
   reinvestment and stock purchase plan, and to file said Registration
   Statement, with all exhibits thereto, and other documents in connection
   therewith, and any amendment (including any post-effective amendment) or
   supplement thereto, with the Securities and Exchange Commission in
   connection with the registration of said shares of Common Stock (and the
   associated Common Stock Purchase Rights) under the Securities Act of 1933,
   as amended.

        I hereby ratify and confirm all that said attorneys-in-fact and
   agents, or each of them, or their or his substitute or substitutes, have
   done or shall lawfully do by virtue of this Power of Attorney.

             WITNESS my hand this 6th day of May, 1997.


                                          /s/ Katharine C. Lyall
                                      Katharine C. Lyall

   
                                POWER OF ATTORNEY


                   KNOW ALL PERSONS BY THESE PRESENTS, That I

                                Arnold M. Nemirow

   hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
   and each of them individually, my true and lawful attorneys-in-fact and
   agents, with full power of substitution and re-substitution, for me and in
   my name, place and stead, in any and all capacities, to sign my name as a
   director of WPL Holdings, Inc. (the "Company") to the Registration
   Statement on Form S-3, and any amendments (including post-effective
   amendments) or supplements thereto, relating to a public offering of
   shares of Common Stock (and the associated Common Stock Purchase Rights)
   to be issued by the Company in connection with the Company's new dividend
   reinvestment and stock purchase plan, and to file said Registration
   Statement, with all exhibits thereto, and other documents in connection
   therewith, and any amendment (including any post-effective amendment) or
   supplement thereto, with the Securities and Exchange Commission in
   connection with the registration of said shares of Common Stock (and the
   associated Common Stock Purchase Rights) under the Securities Act of 1933,
   as amended.

        I hereby ratify and confirm all that said attorneys-in-fact and
   agents, or each of them, or their or his substitute or substitutes, have
   done or shall lawfully do by virtue of this Power of Attorney.

             WITNESS my hand this 6th day of May, 1997.

                                          /s/ Arnold M. Nemirow
                                      Arnold M. Nemirow

   
                                POWER OF ATTORNEY


                   KNOW ALL PERSONS BY THESE PRESENTS, That I

                                Milton E. Neshek

   hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
   and each of them individually, my true and lawful attorneys-in-fact and
   agents, with full power of substitution and re-substitution, for me and in
   my name, place and stead, in any and all capacities, to sign my name as a
   director of WPL Holdings, Inc. (the "Company") to the Registration
   Statement on Form S-3, and any amendments (including post-effective
   amendments) or supplements thereto, relating to a public offering of
   shares of Common Stock (and the associated Common Stock Purchase Rights)
   to be issued by the Company in connection with the Company's new dividend
   reinvestment and stock purchase plan, and to file said Registration
   Statement, with all exhibits thereto, and other documents in connection
   therewith, and any amendment (including any post-effective amendment) or
   supplement thereto, with the Securities and Exchange Commission in
   connection with the registration of said shares of Common Stock (and the
   associated Common Stock Purchase Rights) under the Securities Act of 1933,
   as amended.

        I hereby ratify and confirm all that said attorneys-in-fact and
   agents, or each of them, or their or his substitute or substitutes, have
   done or shall lawfully do by virtue of this Power of Attorney.

             WITNESS my hand this 6th day of May, 1997.

                                          /s/ Milton E. Neshek
                                      Milton E. Neshek

   
                                POWER OF ATTORNEY


                   KNOW ALL PERSONS BY THESE PRESENTS, That I

                                 Henry C. Prange

   hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
   and each of them individually, my true and lawful attorneys-in-fact and
   agents, with full power of substitution and re-substitution, for me and in
   my name, place and stead, in any and all capacities, to sign my name as a
   director of WPL Holdings, Inc. (the "Company") to the Registration
   Statement on Form S-3, and any amendments (including post-effective
   amendments) or supplements thereto, relating to a public offering of
   shares of Common Stock (and the associated Common Stock Purchase Rights)
   to be issued by the Company in connection with the Company's new dividend
   reinvestment and stock purchase plan, and to file said Registration
   Statement, with all exhibits thereto, and other documents in connection
   therewith, and any amendment (including any post-effective amendment) or
   supplement thereto, with the Securities and Exchange Commission in
   connection with the registration of said shares of Common Stock (and the
   associated Common Stock Purchase Rights) under the Securities Act of 1933,
   as amended.

        I hereby ratify and confirm all that said attorneys-in-fact and
   agents, or each of them, or their or his substitute or substitutes, have
   done or shall lawfully do by virtue of this Power of Attorney.

             WITNESS my hand this 6th day of May, 1997.

                                          /s/ Henry C. Prange 
                                      Henry C. Prange

   
                                POWER OF ATTORNEY


                   KNOW ALL PERSONS BY THESE PRESENTS, That I

                                 Judith D. Pyle

   hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
   and each of them individually, my true and lawful attorneys-in-fact and
   agents, with full power of substitution and re-substitution, for me and in
   my name, place and stead, in any and all capacities, to sign my name as a
   director of WPL Holdings, Inc. (the "Company") to the Registration
   Statement on Form S-3, and any amendments (including post-effective
   amendments) or supplements thereto, relating to a public offering of
   shares of Common Stock (and the associated Common Stock Purchase Rights)
   to be issued by the Company in connection with the Company's new dividend
   reinvestment and stock purchase plan, and to file said Registration
   Statement, with all exhibits thereto, and other documents in connection
   therewith, and any amendment (including any post-effective amendment) or
   supplement thereto, with the Securities and Exchange Commission in
   connection with the registration of said shares of Common Stock (and the
   associated Common Stock Purchase Rights) under the Securities Act of 1933,
   as amended.

        I hereby ratify and confirm all that said attorneys-in-fact and
   agents, or each of them, or their or his substitute or substitutes, have
   done or shall lawfully do by virtue of this Power of Attorney.

             WITNESS my hand this 6th day of May, 1997.


                                          /s/ Judith D. Pyle  
                                      Judith D. Pyle

   
                                POWER OF ATTORNEY


                   KNOW ALL PERSONS BY THESE PRESENTS, That I

                               Carol T. Toussaint

   hereby constitute and appoint Erroll B. Davis, Jr. and Edward M. Gleason,
   and each of them individually, my true and lawful attorneys-in-fact and
   agents, with full power of substitution and re-substitution, for me and in
   my name, place and stead, in any and all capacities, to sign my name as a
   director of WPL Holdings, Inc. (the "Company") to the Registration
   Statement on Form S-3, and any amendments (including post-effective
   amendments) or supplements thereto, relating to a public offering of
   shares of Common Stock (and the associated Common Stock Purchase Rights)
   to be issued by the Company in connection with the Company's new dividend
   reinvestment and stock purchase plan, and to file said Registration
   Statement, with all exhibits thereto, and other documents in connection
   therewith, and any amendment (including any post-effective amendment) or
   supplement thereto, with the Securities and Exchange Commission in
   connection with the registration of said shares of Common Stock (and the
   associated Common Stock Purchase Rights) under the Securities Act of 1933,
   as amended.

        I hereby ratify and confirm all that said attorneys-in-fact and
   agents, or each of them, or their or his substitute or substitutes, have
   done or shall lawfully do by virtue of this Power of Attorney.

             WITNESS my hand this 6th day of May, 1997.

                                          /s/ Carol T. Toussaint
                                      Carol T. Toussaint