CONSENT OF MORGAN STANLEY & CO. INCORPORATED

   
August 21, 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 letters 
appearing as Annex M to the Proxy Statement/Prospectus and as Annex III to 
the Supplement to Proxy Statement/Prospectus, each of 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/ Kenneth R. Marks
                                       ---------------------------------