Wayne H. Stoppelmoor 
Chairman of the Board,                                                       
President and Chief       
 Executive Officer          





August 27, 1996




Dear IPC Stockholder:

Please allow me to take a few moments of your time to share some thoughts
 with you about the future of your company.

On August 15, your Board of Directors agreed to a new stock exchange ratio
 for IES Industries.  IPC, along with Madison-based WPL Holdings, made the
 offer to IES to preserve the strategic value of the three-way merger
 announced last November that will create Interstate Energy Corp. (IEC),
 involving IPC, WPL Holdings and Cedar Rapids-based IES Industries.

The Board of Directors of IES on August 15, in addition to approving the new
 IES exchange ratio, also rejected an unsolicited takeover proposal from
 MidAmerican Energy Co. (MEC).  According to Lee Liu, IES's Chairman of the
 Board, President and CEO, the IES Board felt the MidAmerican proposal was
 incapable of delivering all that it had promised, nor was it focused on a
 long-term strategic plan for the future.

In response to MEC's unsolicited proposal in light of the three-way merger,
 Robert W. Baird & Co., a regional investment banking firm based in
 Wisconsin, issued a report last week directed to financial analysts located
 throughout the Midwest, stating:

We recommend that IES shareholders pass up the potential near-term benefits
 offered by MEC's team and join IEC, a team we believe offers superior
 long-term returns to shareholders. . . ."

Unfortunately, MidAmerican is attempting to block IES - and therefore IPC
 - from taking a step toward a stronger future.  Before the September 5
 Annual Meeting, you may be seeing a great deal of information in the media
 and elsewhere.  I apologize for the tremendous amount of material and paper
 that these efforts generate.  Laws and regulations require that we provide
 you a significant amount of information as you decide about the future of
 IPC.

I can, however, sum up in a few words why your Board believes that the
 merger with IES Industries and WPL Holdings is best for IPC:

	The strategic three-way merger positions IPC for regional growth with
 access to high-growth markets.

	The merger will produce a company that is financially stronger, ready to
 build on our heritage of strong earnings.

	The merger will increase value for stockholders, customers, employees and
 the communities we serve.

 Please vote!

If you have already mailed back the proxy card that came with the original
 proxy materials, and you are satisfied with your vote, you do not need to
 send in another proxy card.  If, on the other hand, you have not yet filled
 out the original (white) proxy card, please return a white proxy card
 before the September 5 IPC Annual Meeting.  I have enclosed an additional
 white proxy card for your convenience.  Your vote will help position
 Interstate Energy Corp. to maintain low energy rates and high-quality
 customer service for more than 1 million energy customes in a four-state
region.

We are proud of our past success in enhancing long-term stockholder value. 
 And like our merger partners, we believe that our friendly alliance will
 further enhance your investment.

Should you have any questions, please call our Stockholder Services at
 (319) 582-5421, ext. 465.

Sincerely,


Wayne H. Stoppelmoor
Chairman of the Board,
President and Chief
Executive Officer

WHS/jk



(Logo appears
    Here)

	INTERSTATE POWER COMPANY
	COMMON STOCK PROXY
	SOLICITED ON BEHALF OF BOARD OF DIRECTORS
	FOR ANNUAL MEETING OF STOCKHOLDERS
	September 5, 1996


Proxy  # ___________
Account # __________	
Shares Held _________




The undersigned hereby appoints W. H. STOPPELMOOR, J. C. MCGOWAN and
 D. D. JANNETTE, and each  of them, with power of substitution, as proxies
 for the undersigned, to vote at the annual meeting of stockholders of
 INTERSTATE POWER COMPANY (The "Company") to be held at the Holiday Inn
 Dubuque Five Flags, 450 Main Street, Dubuque, Iowa, on September 5, 1996,
 at 10:00 A.M. Central Daylight Time, or at any adjournment or adjournments
 thereof:

Please use an (X) to indicate your vote in the boxes below.
 (CHECK ONE BOX ONLY FOR EACH ITEM)
The Board of Directors recommends a vote FOR ALL ITEMS.

1.	FOR APPROVAL OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF
 NOVEMBER 10, 1995, AS AMENDED AMONG THE COMPANY, WPL HOLDINGS, INC. , AND
 IES INDUSTRIES INC.

YES ____________        			NO ________________                                  

2.	FOR APPROVAL OF THE PROPOSED AMENDMENT TO THE COMPANY'S  RESTATED
 CERTIFICATE OF INCORPORATION.

YES____________	              		NO _________________

3.	ELECTION OF CLASS II DIRECTORS.
The nominees, for terms ending in 1999, and until their respective
 successors shall have been duly elected and qualified are:

	JAMES E BYRNS and GERALD L KOPISCHKE

____  FOR all nominees named above		   _____  WITHHOLD AUTHORITY to vote
     (except as marked to the		            			for all nominees named above. 
   	  contrary above)
  
(INSTRUCTION:	to withhold authority to vote for any individual nominee
 strike a line through the nominee's name above.)

The undersigned hereby revokes any and all proxies heretofore given or
 executed by the undersigned  with respect to the shares of stock
 represented by this Proxy and, by filing this Proxy with the Secretary of
 the Company, gives notice of such revocation.

This proxy will be voted as indicated. If no direction is given, this proxy
 will be voted FOR the approval of the Merger Agreement, FOR the approval of
 the proposed amendment to the Restated Certificate of Incorporation, FOR
 all nominees listed and will be voted in accordance with the proxies'
 discretion on such other matters that may properly come before the meeting.

In order to assure that your shares will be represented at the meeting and
 to facilitate the tabulation of votes, please vote, date and sign this
 proxy and return promptly in the enclosed envelope.  If you attend the
 meeting and wish to change your vote, you may do so automatically by
 casting your ballot at the meeting.

DATED:             , 1996                                                      

                                      Stockholder

Please sign exactly as shown above.                                          
                                      Stockholder