Exhibit 5.2


                              Brent E. Gale, Esq.
                       Vice-President and General Counsel
                     Iowa-Illinois Gas and Electric Company



                                 April 22, 1994


Iowa-Illinois Gas and Electric Company
206 East Second Street
Davenport, Iowa  52801

Sidley & Austin
One First National Plaza
Chicago, Illinois 60603

     Re:  2,000,000 Common Shares
          -----------------------

Ladies and Gentlemen:

     This opinion is delivered in connection with the delivery to Iowa-Illinois
Gas and Electric Company (the "Company") of Sidley & Austin's opinion of even
date herewith, constituting Exhibit 5.1 to the Registration Statement on Form S-
3 (the "Registration Statement") to be filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1993, as amended, with
respect to the proposed issuance and sale by the Company of up to 2,000,000 of
its authorized but unissued Common Shares, $1 par value (the "Common Shares"),
pursuant to the Company's Dividend Reinvestment and Share Purchase Plan.

     As General Counsel for the Company, I am familiar with the proceedings to
date with respect to the proposed issuance and sale of the Common Shares and
have examined such records, documents and questions of law, and satisfied myself
as to such matters of fact, as I have considered relevant and necessary as a
basis for this opinion.

     Based on the foregoing, I am of the opinion that:

     1.  The Company is not, is not directly or indirectly controlled by, and is
not acting on behalf of any person which is, an "investment company" within the
meaning of the Investment Company Act of 1940, as amended (the "1940 Act").

Iowa-Illinois Gas and Electric Company
April 22, 1994
Page 2

 
     2.  Neither the Company nor any subsidiary of the Company is a "holding
company" or a subsidiary or affiliate of a "holding company" or a "subsidiary
company" of a "holding company" within the meaning of the Public Utility Holding
Company Act of 1935, as amended (the "1935 Act").

     3.  No approval, authorization, certificate or order of any federal
commission or regulatory authority is required under the 1940 Act or the 1935
Act, and the respective rules and regulations promulgated thereunder, and no
approval, authorization, certificate or order of any Iowa or Illinois regulatory
authority (other than the Order dated November 23, 1993 of the Illinois Commerce
Commission) is required, for the valid issuance and sale of the Common Shares.

     I do not find it necessary for the purposes of this opinion, and
accordingly I do not purport herein to cover, the application of the securities
or blue sky laws of the various states or the District of Columbia to the sale
of the Common Shares.

     This opinion is limited to the laws of the United States of America and the
States of Illinois and Iowa.

     I hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement and to all references to my name included in or made a
part of the Registration Statement.

                                                Very truly yours



                                                /s/ Brent E. Gale, Esq.