POS AMC

                          (As filed November 16, 2000)
                                                                File No. 70-9375
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     POS-AMC

                         Post-Effective Amendment No. 3
                                       to
                                    FORM U-1
                           APPLICATION OR DECLARATION
                                    UNDER THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                               IES UTILITIES INC.
                              Alliant Energy Tower
                            Cedar Rapids, Iowa 52401

              (Name of company filing this statement and address of
                          principal executive offices)

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

                           ALLIANT ENERGY CORPORATION
                 (Name of top registered holding company parent)

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

                                Edward M. Gleason
                         Vice President - Treasurer and
                               Corporate Secretary
                           Alliant Energy Corporation
                           222 West Washington Avenue
                          Madison, Wisconsin 53703-0192

                     (Name and address of agent for service)

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

      The Commission is requested to send copies of all notices, orders and
      communications in connection with this Application or Declaration to:

Barbara J. Swan, General Counsel                 William T. Baker, Jr., Esq.
   Alliant Energy Corporation                     Thelen Reid & Priest LLP
   222 West Washington Avenue                        40 West 57th Street
  Madison, Wisconsin 53703-0192                    New York, New York 10019





     Post-Effective Amendment No. 1 to the Application/Declaration in this
proceeding, as filed September 14, 2000, as amended by Post-Effective Amendment
No. 2, filed on October 17, 2000, is hereby further amended as follows:

1.   ITEM 2 - FEES, COMMISSIONS AND EXPENSES, is amended to read as follows:
              ------------------------------

     The fees, commissions and expenses incurred in connection with the
preparation and filing of this Post-Effective Amendment, as amended, will not
exceed $5,000. The fees, commissions and expenses incurred or to be incurred in
connection with any specific financing transaction carried out in accordance
with the terms of the Commission's order in this proceeding will not exceed 5%
of the principal amount of such financing.

2.   ITEM 6 - EXHIBITS AND FINANCIAL STATEMENTS, is supplemented with the
              ---------------------------------
filing of the following Exhibit:

          F    Opinion of Counsel.

                                   SIGNATURES

     Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned company has duly caused this Post-Effective
Amendment filed herein to be signed on its behalf by the undersigned thereunto
duly authorized.

                                        IES UTILITIES INC.

                                        By: /s/ Edward M. Gleason
                                           ------------------------------------
                                        Name:  Edward M. Gleason
                                        Title: Vice President - Treasurer and
                                               Corporate Secretary

Date:  November 16, 2000


                                      -2-

EX-99

                                                                       EXHIBIT F




                   [ON LETTERHEAD OF BARBARA J. SWAN, ESQUIRE]


                                November 16, 2000


Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C.  20549

               RE:  IES UTILITIES INC. - FORM U-1 APPLICATION/DECLARATION
                    (FILE NO. 70-9375) (POST-EFFECTIVE AMENDMENT)

Dear Sirs:

     I refer to the Post-Effective Amendment to the Form U-1
Application/Declaration (the "Application"), under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), filed with the Securities and
Exchange Commission (the "Commission") by IES Utilities Inc. ("IES"), a
wholly-owned subsidiary of Alliant Energy Corporation, a registered holding
company. I have acted as counsel for IES in connection with the Application.

     In the Application, IES is requesting authority for the period through June
30, 2004, to issue and sell long-term debt securities and enter into agreements
with respect to the issuance of tax-exempt bonds.

     In connection with this opinion, I have examined original, certified, or
conformed copies of all such corporate records, agreements, instruments, and
documents of IES, and certificates of public officials and officers of IES, and
have made such other investigations as I have deemed necessary or appropriate
for the purpose of rendering this opinion. In my examination, I have assumed the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals and the conformity to originals of all documents submitted to me as
conformed copies.

     The opinions expressed below with respect to the proposed transactions are
subject to the following assumptions and conditions:

     (a)  The proposed transactions shall have been duly authorized and
approved, to the extent required by the governing documents and applicable state
laws, by the Board of Directors of IES.

     (b)  The Commission shall have duly entered an appropriate order with
respect to the proposed transactions as described in the Application granting
and permitting the Application to become effective under the Act and the rules
and regulations thereunder and the proposed transactions are consummated in
accordance with the Application and said order.





     (c)  IES shall have obtained all consents, waivers and releases, if
any, required for the proposed transactions under all applicable governing
corporate documents, contracts, agreements, debt instruments, indentures,
franchises, licenses, and permits.

     (d)  No act or event other than as described herein shall have occurred
subsequent to the date hereof which would change the opinions expressed above.

     (e)  The consummation of the proposed transactions shall be conducted
under my supervision and all legal matters incident thereto shall be
satisfactory to me, including the receipt in satisfactory form of opinions of
other counsel qualified to practice in jurisdictions in which I am not admitted
to practice, as I may deem appropriate.

     Based on the foregoing, and subject to the assumptions and conditions set
forth herein, and having regard to legal considerations which I deem relevant, I
am of the opinion that, in the event the proposed transactions are consummated
in accordance with the Application:

     1.   All state laws applicable to the proposed transactions will have
been complied with; however, I express no opinion as to the need to comply with
state blue sky laws;

     2.   IES is validly organized and duly existing under the laws of its
state of incorporation;

     3.   The various debt instruments and agreements with respect to
tax-exempt bonds to be issued by IES as part of the proposed transactions will
be valid and binding obligations of IES in accordance with the terms of such
instruments and guarantees;

     4.   The consummation of the proposed transactions will not violate the
legal rights of the holders of any securities issued by IES or its subsidiaries.

     I hereby consent to the use of this opinion in connection with the
Application.

                                        Sincerely,


                                        Barbara J. Swan


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