8-K

                 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):  August 16, 1996


                      Interstate Power Company                       
         (Exact Name of Registrant as Specified in Charter)

          Delaware            1-3632              42-0329500         
(State or Other Juris-        (Commission File     (IRS Employer
diction of Incorporation)     Number)              Identification 
No.)


  1000 Main St., P.O. Box 769, Dubuque, IA             52004-0769
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number:   (319) 582-5421

                                                                     
    (Former Name or Former Address, if Changed Since Last Report)



Item 5.   Other Events.
          
          On November 10, 1995, WPL Holdings, Inc., a holding company
incorporated under the laws of the State of Wisconsin ("WPL"), IES
Industries Inc., a holding company incorporated under the laws of the 
State of Iowa ("IES"), Interstate Power Company, an operating public
utility incorporated under the laws of the State of Delaware ("IPC"),
and certain other related entities, entered into an Agreement and
Plan of Merger, providing for the strategic three-way business
combination of WPL, IES and IPC (hereinafter referred to as the
"Merger").  In the Merger, WPL, as the surviving holding company,
will change its name to Interstate Energy Corporation ("Interstate
Energy").

          On May 22, 1996, WPL, IES, IPC and certain other related
entities entered into an amendment ("Amendment No. 1") to the
Agreement and Plan of Merger to recognize the increase in value
associated with IES's investment in McLeod, Inc., a
telecommunications service provider based in Cedar Rapids, Iowa
("McLeod").  As a result of Amendment No. 1, each outstanding share
of common stock, no par value, of IES (the "IES Common Stock") was to
be cancelled and converted into the right to receive 1.01 shares of
common stock, par value $.01 per share, of Interstate Energy (the
"Interstate Energy Common Stock") rather than the .98 shares of
Interstate Energy Common Stock each outstanding share of IES Common
Stock was entitled to receive under the terms of the original
Agreement and Plan of Merger.  

          On August 16, 1996, WPL, IES, IPC and certain other related
entities entered into a second amendment ("Amendment No. 2") to the
Agreement and Plan of Merger (the Agreement and Plan of Merger as
amended by Amendment No. 1 and Amendment No. 2 is hereinafter
referred to as the "Merger Agreement") to increase the consideration
to be paid in the Merger to IES shareholders in response to the
unsolicited hostile takeover proposal made by MidAmerican Energy
Company on August 4, 1996.  As a result of Amendment No. 2, each
outstanding share of IES Common Stock will be cancelled and converted
into the right to receive 1.14 shares of Interstate Energy Common
Stock rather than the 1.01 shares of Interstate Energy Common Stock
each outstanding share of IES Common Stock was entitled to receive
under the terms of the original Agreement and Plan of Merger, as
amended by Amendment No. 1.  The Merger Agreement continues to
provide that each outstanding share of common stock, par value $3.50
per share, of IPC will be cancelled and converted into the right to
receive 1.11 shares of Interstate Energy Common Stock and that the
outstanding shares of common stock, par value $.01 per share, of WPL
will remain unchanged and outstanding as shares of Interstate Energy
Common Stock.  In this Current Report on Form 8-K, unless the context
otherwise requires, all references to Interstate Energy Common Stock
include, if applicable, the associated rights to purchase shares of
such common stock pursuant to the terms of the Rights Agreement
between WPL and Morgan Shareholder Services Trust Company, as Rights
Agent thereunder, dated as of February 22, 1989.

          The Merger Agreement and the press release issued in
connection with the execution of Amendment No. 2 are filed as
exhibits to this Current Report on Form 8-K and are incorporated
herein by reference.  The brief summary of certain revised provisions
of the Merger Agreement set forth above is qualified in its entirety
by reference to that agreement.

Item 7.   Financial Statements and Exhibits.

          (a)  Not Applicable.

          (b)  Not Applicable.

          (c)  Exhibits.

               The exhibits listed in the accompanying Exhibit Index
               are filed as part of this Current Report on Form 8-K.



                             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.

                                        INTERSTATE POWER COMPANY



Date:  August 23, 1996                  By: /s/ William C. Troy     
                                             William C. Troy 
                                             Controller and Chief
                                             Accounting Officer



                      INTERSTATE POWER COMPANY

                      EXHIBIT INDEX TO FORM 8-K

                    Report Dated August 23, 1996


Exhibit

EX - 2.1  Amendment No. 2 to the Agreement and Plan of Merger, as
          amended, dated August 16, 1996, by and among WPL Holdings,
          Inc., IES Industries Inc., Interstate Power Company, WPLH
          Acquisition Co. and Interstate Power Company.

EX - 2.2  Amendment No. 1 to the Agreement and Plan of Merger and
          Stock Option Agreements, dated May 22, 1996, by and among
          WPL Holdings, Inc., IES Industries Inc., Interstate Power
          Company, AMW Acquisition, Inc., WPLH Acquisition Co. and
          Interstate Power Company (incorporated by reference to
          Exhibit 2.1 to the company's Form 8-K dated May 22, 1996).

EX - 2.3  Agreement and Plan of Merger, dated as of November 10,
          1995, by and among WPL Holdings, Inc., IES Industries Inc.,
          Interstate Power Company and AMW Acquisition, Inc.
          (incorporated by reference to Exhibit 2.1 to the company's
          Form 8-K dated November 10, 1995).

EX - 99   Interstate Power Company Press Release, dated August 16,
          1996.

EX-2

                                                            EX-2.1

                             AMENDMENT NO. 2
                                   TO
                      AGREEMENT AND PLAN OF MERGER


          THIS AMENDMENT No. 2 (this "Amendment No. 2") dated as of
August 16, 1996, by and among WPL Holdings, Inc., a holding company
incorporated under the laws of the State of Wisconsin ("WPL"), IES
Industries Inc., a holding company incorporated under the laws of the
State of Iowa ("IES"), Interstate Power Company, an operating public
utility incorporated under the laws of the State of Delaware
("Interstate"), WPLH Acquisition Co., a wholly-owned subsidiary of WPL
incorporated under the laws of the State of Wisconsin ("Acquisition"),
and Interstate Power Company, a wholly-owned subsidiary of Interstate
incorporated under the laws of the State of Wisconsin ("New Interstate");

                          W I T N E S S E T H:

          WHEREAS, the parties hereto have entered into an Agreement and
Plan of Merger dated as of November 10, 1995, as amended (the "Merger
Agreement");

          WHEREAS, in furtherance of the transactions contemplated
therein, the respective parties have agreed to make certain further
amendments to the Merger Agreement;

          NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained herein,
the parties hereto, intending to be legally bound hereby, agree as
follows:

          1.  Amendments.  Upon the execution of this Amendment No. 2 by
all parties hereto, the Merger Agreement shall be amended as follows:

               (a)  Section 2.1(b)(i) of the Merger Agreement shall be
amended by deleting such section in its entirety and replacing it with
the following language:

               "Each issued and outstanding share of IES Common Stock 
          (other than shares canceled pursuant to Section 2.1 (a)(i) and
          IES Dissenting Shares (as hereinafter defined)) shall be
          converted into the right to receive 1.14 (the "IES Ratio") duly
          authorized, validly issued, fully paid and nonassessable
          (except as otherwise provided in Section 180.0622(2) (b) of the
          WBCL) shares of Common Stock, par value $.01 per share, of WPL
          ("WPL Common Stock"), including, if applicable, associated
          rights (the "WPL Rights") to purchase shares of WPL Common
          Stock pursuant to the terms of that certain Rights Agreement
          between WPL and Morgan Shareholder Services Trust Company, as
          Rights Agent thereunder, dated as of February 22, 1989 (the
          "WPL Rights Agreement").  Until the Distribution Date (as
          defined in the WPL Rights Agreement) all references in this
          Agreement to the WPL Common Stock shall be deemed to include
          the associated WPL Rights."

               (b)  The Index of Defined Terms which precedes the body of
the Merger Agreement shall be amended to delete the defined terms 
"McLeod Contingency" and "McLeod".

          2.  References to Merger Agreement.  From and after the date of
the Amendment No. 2, each reference in the Merger Agreement to "this
Agreement," "hereof," "hereunder" or words of like import, and all
references to the Merger Agreement in any and all agreements,
instruments, documents, notes, certificates and other writings of every
kind and nature, shall be deemed to mean the Merger Agreement as modified
and amended by this Amendment No. 2.

          3.  Full Force and Effect.  The Merger Agreement, as amended by
this Amendment No. 2, is and shall remain in full force and effect and is
hereby in all respects ratified and confirmed.

          4.  Counterparts.  This Amendment No. 2 may be executed in
counterparts, each of which shall be deemed to be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument.



          IN WITNESS WHEREOF, WPL, IES, Interstate, Acquisition and New
Interstate have caused this Amendment No. 2 to be signed by their
respective officers thereunto duly authorized as of the date first
written above.


                                        INTERSTATE POWER COMPANY
                                        (a Delaware corporation)
Attest:

By:/s/ J. C. McGowan                    By:/s/ Michael R. Chase      
   Joseph C. McGowan                    Name:  Michael R. Chase
   Secretary and Treasurer              Title: Exec. Vice-President


                                        INTERSTATE POWER COMPANY
                                        (a Wisconsin corporation)
Attest:

By:/s/ J. C. McGowan                    By:/s/ Michael R. Chase      
   Joseph C. McGowan                    Name:  Michael R. Chase
   Secretary and Treasurer              Title: Exec. Vice-President


                                        IES INDUSTRIES INC.
Attest:

By:/s/ Stephen W. Southwick             By:/s/ Lee Liu                
   Stephen W. Southwick                 Name:  Lee Liu
   Secretary & General Counsel          Title: Chairman of the Board,
                                               President & Chief
                                               Executive Officer


                                        WPL HOLDINGS, INC.
Attest:

By:/s/ Edward M. Gleason                By:/s/ Erroll B. Davis Jr.   
   Edward M. Gleason                    Name:  Erroll B. Davis, Jr.
   Corporate Secretary                  Title: President & Chief
                                               Executive Officer


                                        WPLH ACQUISITION CO.
Attest:

By:/s/ Edward M. Gleason                By:/s/ Erroll B. Davis Jr.   
   Edward M. Gleason                    Name:  Erroll B. Davis, Jr.
   Secretary                            Title: President