RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                    INTERSTATE ENERGY CORPORATION, AS AMENDED


             These Restated Articles of Incorporation supersede and take the
   place of the existing Articles of Incorporation and all prior amendments
   thereto.


                                    ARTICLE I

             The name of the corporation is Interstate Energy Corporation.


                                   ARTICLE II

             The period of existence of the corporation shall be perpetual.


                                   ARTICLE III

             The corporation is organized for the purpose of engaging in any
   lawful activities within the purposes for which corporations may be
   organized under Chapter 180 of the Wisconsin Statutes, as amended from
   time to time.


                                   ARTICLE IV

             The corporation shall have authority to issue two hundred
   million (200,000,000) shares of common stock, $.01 par value.


                                    ARTICLE V

             No holder of any capital stock of the corporation shall have any
   preemptive right to purchase, acquire to subscribe to any capital stock or
   other securities issued or sold by the Corporation, including any such
   capital stock or securities now or hereafter authorized.


                                   ARTICLE VI

             The address of the initial registered office of the Corporation
   is 222 West Washington Avenue, P.O. Box 2568, Madison, Wisconsin 53701-
   2568, and the name of the registered agent of the Corporation at such
   address is Edward M. Gleason.


                                   ARTICLE VII

             The corporation reserves the right to increase or decrease its
   authorized capital stock or any class or series thereof, or to reclassify
   the same.


                                  ARTICLE VIII

             The number of directors constituting the Board of Directors
   shall be as fixed from time to time by the Bylaws of the Corporation, but
   shall not be less than seven (7).  Each director shall be a stockholder of
   the Corporation.  The directors of the Corporation shall be divided into
   three classes as nearly equal in number as possible, to serve for
   staggered three-year terms or until their respective successors are duly
   elected and qualified.  The initial directors of the Corporation shall be
   those persons who, at the time of the effectiveness of the merger of the
   Corporation's subsidiary, WPL Acquisitions, Inc., into the Corporation's
   subsidiary, Wisconsin Power and Light Company, are serving as directors of
   Wisconsin Power and Light Company, each to hold office for the term for
   which such person was elected a director of Wisconsin Power and Light
   Company.  Beginning with the Corporation's annual meeting of stockholders
   in 1988, the successors of the class of directors whose terms shall then
   expire shall be elected to hold office for a term expiring at the third
   annual meeting of stockholders after their election or until their
   respective successors are duly elected and qualified.  If, at any annual
   meeting of stockholders, directors of more than one class are to be
   elected, each class of directors to be elected at such meeting shall be
   nominated and voted for in a separate election.  Any vacancy occurring in
   the Board of Directors, including a vacancy created by an increase in the
   number of directors, shall be filled until the next succeeding annual
   meeting of stockholders by the majority vote of the directors then in
   office, even if less than a quorum.