SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 8-K


                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

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


                        Date of Report
                        (Date of earliest
                        event reported):   February 1, 2000


                           Alliant Energy Corporation
             (Exact name of registrant as specified in its charter)


   Wisconsin                          1-9894                     39-1380265
(State or other                  (Commission File              (IRS Employer
jurisdiction of                      Number)                Identification No.)
incorporation)


              222 West Washington Avenue, Madison, Wisconsin 53703
          (Address of principal executive offices, including zip code)


                                 (608) 252-3311
                         (Registrant's telephone number)





Item 5.  Other Events.

         On February 1, 2000,  Alliant  Energy  Resources,  Inc., a wholly-owned
subsidiary of Alliant Energy  Corporation (the  "Company"),  completed a private
placement of  5,940,960  Exchangeable  Senior Notes due 2030 (the  "Exchangeable
Senior Notes") in accordance with Rule 144A under the Securities Act of 1933, as
amended.  The  Exchangeable  Senior Notes were issued in the original  aggregate
principal  amount of $402.5  million and have an interest  rate of 7.25% through
February  15,  2003 and 2.5%  thereafter.  The  Exchangeable  Senior  Notes  are
exchangeable  for  cash  based  upon a  percentage  of the  value  of  McLeodUSA
Incorporated Class A Common Stock ("McLeodUSA Stock"). The Company has agreed to
fully and unconditionally guarantee the payment of principal and interest on the
Exchangeable  Senior Notes. As described below, the issuance of the Exchangeable
Senior Notes may have certain  accounting  consequences for the Company that may
affect the Company's reported earnings.

         Applicable  accounting  rules  require  the  Company  to  record in the
Company's  statement of income any increase or decrease in the settlement  value
(i.e.,  the amount  payable upon  redemption  or  maturity) of the  Exchangeable
Senior Notes that  results from changes in the market value of McLeodUSA  Stock.
Subject  to  applicable  redemption  premiums,   the  settlement  value  of  the
Exchangeable  Senior  Notes  at any  point  in time is  generally  (assuming  no
deferrals of interest  payments) the higher of (i) the original principal amount
plus  accrued  interest  less  cash  dividends  or  other  distributions  on the
McLeodUSA  Stock or (ii) the  current  market  value of the shares of  McLeodUSA
Stock attributable to the Exchangeable Senior Notes. Any increase or decrease in
the  settlement  value of the  Exchangeable  Senior  Notes will be  recorded  as
subtractions  from,  or  additions  to, the  Company's  reported  net income.  A
significant  increase in the market value of McLeodUSA Stock would significantly
decrease the Company's reported net income. Similarly, a significant decrease in
the market value of McLeodUSA Stock would  significantly  increase the Company's
reported net income,  subject to the condition that the settlement  value of the
Exchangeable  Senior  Notes will not be  reduced  below the  original  principal
amount plus accrued  interest less cash dividends or other  distributions on the
McLeodUSA Stock. These increases and decreases in reported  investment income in
the  Company's  statement  of income  will be  non-cash  in  nature  and will be
reflected on the Company's balance sheet as increases and decreases in long-term
debt.

         The Company  records its  investment  in the  McLeodUSA  Stock (some of
which shares are  attributable  to the  Exchangeable  Senior  Notes) at its fair
value,  with  changes  in fair value  recorded  in other  comprehensive  income.
Although  the Company is not required to do so under the  indenture  pursuant to
which the Exchangeable  Senior Notes were issued,  while the Exchangeable Senior
Notes  remain  outstanding,  the Company may hold shares of  McLeodUSA  Stock at
least  equal to the  number of shares of  McLeodUSA  Stock  attributable  to the
Exchangeable  Senior Notes outstanding (the "Reference  Stock").  If the Company
continues  to hold the  Reference  Stock,  changes  in the  market  value of the
Reference  Stock would generally  approximately  offset any changes in long-term
debt,  resulting in no material effect on the Company's  reported common equity.
However,  if the market value of the Reference Stock decreases to an amount less
than the settlement value of the Exchangeable  Senior Notes,  then the Company's
reported  common  equity  will  decrease  by an amount  equal to the  difference
between the  settlement  value of the  Exchangeable  Senior Notes and the market
value of the  Reference  Stock.  If the  Company no longer  holds the  Reference
Stock, then the Company's reported common equity will increase or

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decrease to reflect  changes in the  Company's  long-term  debt  resulting  from
changes in the principal amount outstanding on the Exchangeable Senior Notes due
to fluctuations in the market value of McLeodUSA Stock.

         The  Financial  Accounting  Standards  Board has  issued  Statement  of
Financial Accounting  Standards No. 133 ("SFAS 133"),  Accounting for Derivative
Instruments  and  Hedging  Activities,  which is  required  to be adopted by the
Company no later than January 1, 2001.  The Company may choose to adopt SFAS 133
early. SFAS 133 may only be adopted on the first day of any quarter prior to the
required  adoption date. SFAS 133 will require the Company to split the value of
the Exchangeable Senior Notes into a debt component and a derivative  component.
Any changes in the fair value of the derivative component subsequent to the SFAS
133 adoption  date will be reflected as an increase or decrease in the Company's
reported  net income.  At the date of initial  adoption,  SFAS 133  provides the
Company a one-time  ability to transfer any of the Company's  available-for-sale
securities, including a portion of its shares of McLeodUSA Stock, to the trading
category.  At the date of any such transfer from  available-for-sale to trading,
the  Company  would   recognize  in  income  the   appreciation  in  the  shares
transferred.  Although the Company is not required to hold a number of shares of
McLeodUSA Stock equal to the number of Exchangeable Senior Notes outstanding, if
the  Company  does so and if the  Company  elects  to make  this  transfer  from
available-for-sale to trading,  changes subsequent to the SFAS 133 adoption date
in the fair  value of the  shares  of  McLeodUSA  Stock so  transferred  will be
reflected  as an  increase or decrease  in the  Company's  reported  net income.
Changes in the market  value of the  McLeodUSA  Stock are  expected  to at least
partially  offset changes in the fair value of the  derivative  component of the
Exchangeable  Senior  Notes;  however,  there may be  periods  with  significant
non-cash  increases or decreases to the Company's  net income  pertaining to the
Exchangeable Senior Notes and the related shares of McLeodUSA Stock.


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                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                  ALLIANT ENERGY CORPORATION



Date:  February 15, 2000            By:  /s/ Daniel A. Doyle
                                         ----------------------------
                                         Daniel A. Doyle
                                         Vice President, Chief Accounting and
                                         Financial Planning Officer





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