EXHIBIT 99.5


                                  INSTRUCTIONS

            INSTRUCTIONS TO REGISTERED HOLDER AND/OR DTC PARTICIPANT
                              FROM BENEFICIAL OWNER
                                       OF
                            7% SENIOR NOTES DUE 2011

- --------------------------------------------------------------------------------
           THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
              TIME, ON ______, 2002, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------

To Registered Holder and/or Depository Trust Company Participant:

         The undersigned hereby acknowledges receipt of the Prospectus dated
______, 2001 (the "Prospectus") of Alliant Energy Resources, Inc., a Wisconsin
corporation (the "Company"), and the accompanying Letter of Transmittal (the
"Letter of Transmittal"), that together constitute the Company's offer (the
"Exchange Offer") to exchange its 7% Senior Notes due 2011 (the "New Senior
Notes") which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for all of its outstanding registered 7% Senior Notes
due 2011 (the "Old Senior Notes"). Capitalized terms used but not defined herein
have the meanings ascribed to them in the Prospectus.

         This will instruct you, the registered holder and/or Depository Trust
Company Participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Old Senior Notes held by you for the account
of the undersigned.

         The aggregate principal amount of Old Senior Notes held by you for the
account of the undersigned is (fill in amount):

            $__________ of the outstanding 7% Senior Notes due 2011.

         With respect to the Exchange Offer, the undersigned hereby instructs
you (check appropriate box):

[_]      TO TENDER the following Old Senior Notes held by you for the account of
         the undersigned (insert principal amount of Old Senior Notes to be
         tendered, if less than all):

            $__________ of the outstanding 7% Senior Notes due 2011.

[_] NOT TO TENDER any Old Senior Notes held by you for the account of the
undersigned.

         If the undersigned instructs you to tender Old Senior Notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (i) the
undersigned is not an "affiliate" of the Company, (ii) any New Senior Notes to
be received by the undersigned are being acquired in the ordinary course of its
business, and (iii) the undersigned has no arrangement or understanding with any
person to participate in a distribution (within the meaning of the Securities
Act) of New Senior Notes to be received in the Exchange Offer. If the
undersigned is a broker-dealer that will receive New Senior Notes for its own
account in exchange for Old Senior Notes, it represents that the Old Senior
Notes to






be exchanged for New Senior Notes were acquired by it as a result of
market-making activities or other trading activities and acknowledges that it
will deliver a prospectus in connection with any resale of such New Senior
Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

- -----------------------------------------------------------------------------

                                    SIGN HERE

Name of Beneficial Owner(s)
                            -------------------------------------------------

Signature(s)
             ----------------------------------------------------------------

Name(s) (please print)
                       ------------------------------------------------------
Address
        ---------------------------------------------------------------------

- -----------------------------------------------------------------------------

Telephone Number
                 ------------------------------------------------------------

Taxpayer Identification or Social Security No.
                                               ------------------------------

Date
     ------------------------------------------------------------------------



- -----------------------------------------------------------------------------

                                      -2-