CONSENT OF MORGAN STANLEY & CO. INCORPORATED

July 11, 1996



IES Industries Inc.
IES Tower
200 First Street, S.E.
Cedar Rapids, Iowa  52401


Dear Sirs:

     We hereby consent to the inclusion in the Registration Statement of WPL
Holdings, Inc. ("WPL") and Interstate Power Company, a Wisconsin corporation, on
Form S-4, relating to the proposed merger of IES Industries Inc., WPL and
Interstate Power Company, a Delaware corporation, of our opinion letter
appearing as Annex M to the Proxy Statement/Prospectus which is a part of the
Registration Statement, and to the references of our firm name therein.  In
giving such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations adopted by the Securities and Exchange
Commission thereunder nor do we admit that we are experts with respect to any
part of such Registration Statement within the meaning of the term "experts" as
used in the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder.

                                   Very truly yours,


                                   MORGAN STANLEY & CO. INCORPORATED



                                   By: /s/ R. Bradford Evans
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