CONSENT OF MERRILL LYNCH, PIERCE,
                           FENNER & SMITH INCORPORATED


   
                                  August 21, 1996
    


The Board of Directors
WPL Holdings, Inc.
P.O. Box 2568
Madison, Wisconsin  53701-2568

Dear Members of the Board:
   
          We hereby consent to the use of our opinion letters dated July 11, 
1996 and August 21, 1996, to the Board of Directors of WPL Holdings, Inc. 
("WPL"), included as Annex L to the Joint Proxy Statement/Prospectus and as 
Annex II to the Supplement to the Joint Proxy Statement/Prospectus dated 
August 21, 1996, in each case of WPL, IES Industries Inc. and Interstate 
Power Company, which form a part of the Registration Statement on Form S-4 of 
WPL filed with the Securities and Exchange Commission, and to the references 
therein to such opinion under the captions "Summary," "The Mergers" and 
"Recent Developments."
    
                                   MERRILL LYNCH, PIERCE, FENNER &
                                        SMITH INCORPORATED



                                   By: /s/ William D. Rifkin
                                       --------------------------------
                                        Managing Director