UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                     FORM 15

          Certification and Notice of Termination of Registration under
       Section 12(g) of the Securities Exchange Act of 1934 or Suspension
               of Duty to File Reports Under Sections 13 and 15(d)
                     of the Securities Exchange Act of 1934.


                                           Commission File Number: 1-3632

                            INTERSTATE POWER COMPANY
             (Exact name of registrant as specified in its charter)

            1000 Main Street, P.O. Box 769, Dubuque, Iowa  52004-0769
                                 (319) 582-5421
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                          Common Stock, $3.50 par value
            (Title of each class of securities covered by this Form)

                                       N/A
           (Titles of all other classes of securities for which a duty
              to file reports under section 13(a) or 15(d) remains)

             Please place an X in the box(es) to designate the appropriate
   rule provision(s) relied upon to terminate or suspend the duty to file
   reports:

        Rule 12g-4(a)(1)(i)      [X]       Rule 12h-3(b)(1)(ii)     [ ]
        Rule 12g-4(a)(1)(ii)     [ ]       Rule 12h-3(b)(2)(i)      [ ]
        Rule 12g-4(a)(2)(i)      [ ]       Rule 12h-3(b)(2)(ii)     [ ]
        Rule 12g-4(a)(2)(ii)     [ ]       Rule 15d-6               [ ]
        Rule 12h-3(b)(1)(i)      [X]

   Approximate number of holders of record as of the certification or notice
   date: 1

             Pursuant to the requirements of the Securities Exchange Act of
   1934 Interstate Power Company has caused this certification/notice to be
   signed on its behalf by the undersigned duly authorized person.


   DATE:  April 21, 1998         BY: /s/ Edward M. Gleason        
                                    Edward M. Gleason, Vice President-Finance
                                    and Corporate Secretary