Registration No. 33-    
                                                                           

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                               WPL Holdings, Inc.
             (Exact name of registrant as specified in its charter)

     Wisconsin                                     39-1380265
    (State or other jurisdiction                (I.R.S. Employer 
   of incorporation or organization)           Identification No.)
                        
       222 West Washington Avenue
              P.O. Box 2568
           Madison, Wisconsin                          53701-2568
(Address of principal executive offices)               (Zip Code)


                        Wisconsin Power and Light Company
                 Employees' Retirement Savings Plan A and Plan B
                            (Full title of the plans)

          Erroll B. Davis, Jr.                          Copy to:
 President and Chief Executive Officer
           WPL Holdings, Inc.                   Benjamin F. Garmer, III
       222 West Washington Avenue                   Foley & Lardner
             P.O. Box 2568                     777 East Wisconsin Avenue
     Madison, Wisconsin  53701-2568            Milwaukee, Wisconsin 53202
             (608) 252-4888                          (414) 271-2400
(Name, address and telephone number, including area
      code, of agent for service)
                           __________________________

                         CALCULATION OF REGISTRATION FEE
   <TABLE>
   <CAPTION>

          Title of            Amount         Proposed        Proposed
      Securities to be         to be         Maximum         Maximum       Amount of
         Registered        Registered(1)     Offering       Aggregate     Registratio
                                              Price         Offering         n Fee
                                            Per Share         Price
<S>                                         <C>           <C>                <C>
Common Stock, $.01 par
     value, with
     attached Common
     Stock Purchase       450,000 shares
     Rights   . . . . .   and rights        $29.375(2)    $13,218,750(2)     $4,559


   <FN>
   (1)      Each share of WPL Holdings, Inc. Common Stock issued will have
            attached thereto one Common Stock Purchase Right.

   (2)      Estimated pursuant to Rule 457(c) and (h) under the Securities
            Act of 1933 solely for the purpose of calculating the
            registration fee based on the average of the high and low prices
            for WPL Holdings, Inc. Common Stock as reported on the New York
            Stock Exchange on February 7, 1994.  The value attributable to
            the Rights is reflected in the price of the Common Stock.
   </TABLE>

                        _________________________________

            In addition, pursuant to Rule 416(c) under the Securities Act of
   1933, this Registration Statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plans
   described herein.

   <PAGE>

                                     PART I 

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents filed by WPL Holdings, Inc. (the
   "Company") or the Wisconsin Power and Light Company Employees' Retirement
   Savings Plan A and Plan B (the "Plans") with the Commission are hereby
   incorporated herein by reference:

             1.  The Company's Annual Report on Form 10-K for the year ended
   December 31, 1992, as amended by the Company's Form 10-K/A dated February
   7, 1994.

             2.  The Company's Quarterly Reports on Form 10-Q for the
   quarters ended March 31, 1993, June 30, 1993 and September 30, 1993.

             3.  The Company's Current Report on Form 8-K dated February 18,
   1993.

             4.  The description of the Company's Common Stock contained in
   Item 4 of the Company's Registration Statement on Form 8-B, dated as of
   April 1, 1988, including any amendment or report filed for the purpose of
   updating such description.

             5.  The description of the Company's Common Stock Purchase
   Rights contained in Item 1 of the Company's Registration Statement on Form
   8-A, dated February 27, 1989, including any amendment or report filed for
   the purpose of updating such description.

             All documents subsequently filed by the Company or the Plans
   pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
   Act of 1934, as amended, after the date of filing of this Registration
   Statement and prior to such time as the Company files a post-effective
   amendment to this Registration Statement which indicates that all
   securities offered hereby have been sold or which deregisters all
   securities then remaining unsold shall be deemed to be incorporated by
   reference in this Registration Statement and to be a part hereof from the
   date of filing of such documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and the
   Company's By-laws, directors and officers of the Company are entitled to
   mandatory indemnification from the Company against certain liabilities and
   expenses (i) to the extent such officers or directors are successful in
   the defense of a proceeding and (ii) in proceedings in which the director
   or officer is not successful in defense thereof, unless it is determined
   that the director or officer breached or failed to perform his or her
   duties to the Company and such breach or failure constituted:  (a) a
   willful failure to deal fairly with the Company or its shareowners in
   connection with a matter in which the director or officer had a material
   conflict of interest; (b) a violation of the criminal law unless the
   director or officer had reasonable cause to believe his or her conduct was
   lawful or had no reasonable cause to believe his or her conduct was
   unlawful; (c) a transaction from which the director or officer derived an
   improper personal profit; or (d) willful misconduct.  It should be noted
   that the Wisconsin Business Corporation Law specifically states that it is
   the public policy of Wisconsin to require or permit indemnification in
   connection with a proceeding involving securities regulation, as described
   therein, to the extent required or permitted as described above. 
   Additionally, under the Wisconsin Business Corporation Law, directors of
   the Company are not subject to personal liability to the Company, its
   shareowners or any person asserting rights on behalf thereof for certain
   breaches or failures to perform any duty resulting solely from their
   status as directors except in circumstances paralleling those in
   subparagraphs (a) through (d) outlined above.

             The indemnification provided by the Wisconsin Business
   Corporation Law and the Company's By-laws is not exclusive of any other
   rights to which a director or officer may be entitled.  The general effect
   of the foregoing provisions may be to reduce the circumstances which an
   officer or director may be required to bear the economic burden of the
   foregoing liabilities and expenses.

             The Company maintains a liability insurance policy for its
   directors and officers as permitted by Wisconsin law which may extend to,
   among other things, liability arising under the Securities Act of 1933, as
   amended.

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:

   Exhibit No.                             Exhibit

     (4.1)        Wisconsin Power and Light Company Employees' Retirement
                  Savings Plan A, as amended to date.

     (4.2)        Wisconsin Power and Light Company Employees' Retirement
                  Savings Plan B, as amended to date.

     (4.3)        Trust Agreement relating to the Wisconsin Power and Light
                  Company Employees' Retirement Savings Plan A and Plan B, as
                  amended to date.

     (4.4)        Rights Agreement, dated as of February 22, 1989, between
                  WPL Holdings, Inc. and Morgan Shareholder Services Trust
                  Company (incorporated by reference to Exhibit 4 to WPL
                  Holdings, Inc.'s Current Report on Form 8-K dated February
                  27, 1989)

     (5)          Opinion of Foley & Lardner

     (23.1)       Consent of Arthur Andersen & Co.

     (23.2)       Consent of Foley & Lardner (contained in Exhibit (5))

     (24)         Power of Attorney relating to subsequent amendments
                  (included on the signature page to this Registration
                  Statement)

             The undersigned Registrant hereby undertakes to submit the
   Plans, as amended, to the Internal Revenue Service ("IRS") in a timely
   manner and will make all changes required by the IRS in order to continue
   the qualification of the Plans under Section 401 of the Internal Revenue
   Code of 1986, as amended.

   Item 9.   Undertakings.

             (a)  The undersigned Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this Registration Statement to
   include any material information with respect to the plan of distribution
   not previously disclosed in the Registration Statement or any material
   change to such information in the Registration Statement.

             (2)  That, for the purpose of determining any liability under
   the Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered herein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.

             (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold at
   the termination of the offering.

             (b)  The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities Act of 1933,
   each filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

             (c)  Insofar as indemnification for liabilities arising under
   the Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against such
   liabilities (other than the payment by the Registrant of expenses incurred
   or paid by a director, officer or controlling person of the Registrant in
   the successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the Registrant will, unless in the opinion of
   its counsel the matter has been settled by controlling precedent, submit
   to a court of appropriate jurisdiction the question whether such
   indemnification by it is against public policy as expressed in the Act and
   will be governed by the final adjudication of such issue.

   <PAGE>
                                   SIGNATURES

             The Registrant.  Pursuant to the requirements of the Securities
   Act of 1933, the Registrant certifies that it has reasonable grounds to
   believe that it meets all of the requirements for filing on Form S-8 and
   has duly caused this Registration Statement to be signed on its behalf by
   the undersigned, thereunto duly authorized, in the City of Madison, and
   State of Wisconsin, on this 9th day of February, 1994.

                                      WPL HOLDINGS, INC.



                                      By:  /s/ Erroll B. Davis, Jr.      
                                             Erroll B. Davis, Jr.
                                             President and 
                                             Chief Executive Officer


                                POWER OF ATTORNEY

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the date indicated.  Each person whose signature
   appears below constitutes and appoints Erroll B. Davis, Jr. and Edward M.
   Gleason, and each of them individually, his or her true and lawful
   attorneys-in-fact and agents, with full power of substitution and
   revocation, for him or her and in his or her name, place and stead, in any
   and all capacities, to sign any and all amendments (including post-
   effective amendments) to this Registration Statement and to file the same,
   with all exhibits thereto, and other documents in connection therewith,
   with the Securities and Exchange Commission, granting unto said attorneys-
   in-fact and agents, and each of them, full power and authority to do and
   perform each and every act and thing requisite and necessary to be done in
   connection therewith, as fully to all intents and purposes as he or she
   might or could do in person, hereby ratifying and confirming all that said
   attorneys-in-fact and agents, or either of them, or their or his
   substitute or substitutes, may lawfully do or cause to be done by virtue
   hereof.

             Signature                    Title               Date

    /s/ Erroll B. Davis, Jr.     President, Chief          February 9,
    Erroll B. Davis, Jr.         Executive Officer and        1994
                                 Director (Principal
                                 Executive Officer)


    /s/ Edward M. Gleason        Vice President,           February 9,
    Edward M. Gleason            Treasurer and Corporate      1994
                                 Secretary (Principal
                                 Financial Officer)

    /s/ Daniel A. Doyle          Controller                February 9,
    Daniel A. Doyle              Wisconsin Power and          1994
                                 Light Company
                                 (Principal Accounting
                                 Officer)


    /s/ Rockne G. Flowers                                  February 9,
    Rockne G. Flowers            Director                     1994


                                     
    /s/ Arnold M. Nemirow                                  February 9,
    Arnold M. Nemirow            Director                     1994


    /s/ Milton E. Neshek                                   February 9,
    Milton E. Neshek             Director                     1994



    /s/ Henry C. Prange                                    February 9,
    Henry C. Prange              Director                     1994



    /s/ Judith D. Pyle                                     February 9,
    Judith D. Pyle               Director                     1994


    /s/ James R. Underkofler                               February 9,
    James R. Underkofler         Director                     1994


   <PAGE>
             The Plans.  Pursuant to the requirements of the Securities Act
   of 1933, the Wisconsin Power and Light Company Pension and Employee
   Benefits Committee, which administers the Plans, has duly caused this
   Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Madison and State of Wisconsin,
   on this 9th day of February, 1994.

                                 WISCONSIN POWER AND LIGHT COMPANY
                                  EMPLOYEES' RETIREMENT SAVINGS PLAN 
                                  A AND PLAN B
    

                                 /s/ Pamela J. Wegner                      
                                      Pamela J. Wegner


                                 /s/ James W. Bindl                      
                                      James W. Bindl


                                 /s/ A. J. Amato                         
                                      A. J. Amato


                                 /s/ Norman E. Boys                       
                                      Norman E. Boys


                                 /s/ Susan J. Kosmo                 
                                      Susan J. Kosmo


                                 The foregoing persons are all of the members
                                 of the Wisconsin Power and Light Company
                                 Pension and Employee Benefits Committee
                                 which is the administrator of the Wisconsin
                                 Power and Light Company Employees'
                                 Retirement Savings Plan A and Plan B


   <PAGE>
                                  EXHIBIT INDEX

            Wisconsin Power and Light Company Employees' Retirement 
                              Savings Plan A and B

                                                     Page Number in
                                                      Sequentially
                                                       Numbered 
                                                      Registration
      Exhibit No.              Exhibit                  Statement  


        (4.1)      Wisconsin Power and Light
                   Company Employees' Retirement
                   Savings Plan A, as amended to
                   date.

        (4.2)      Wisconsin Power and Light
                   Company Employees' Retirement
                   Savings Plan B, as amended to
                   date.

        (4.3)      Trust Agreement relating to the
                   Wisconsin Power and Light
                   Company Employees' Retirement
                   Savings Plan A and Plan B, as
                   amended to date.

        (4.4)      Rights Agreement, dated as of
                   February 22, 1989, between WPL
                   Holdings, Inc. and Morgan
                   Shareholder Services Trust
                   Company (incorporated by
                   reference to Exhibit 4 to WPL
                   Holdings, Inc.'s Current Report
                   on Form 8-K dated February 27,
                   1989)
       (5)         Opinion of Foley & Lardner

       (23.1)      Consent of Arthur Andersen & Co.

       (23.2)      Consent of Foley & Lardner             -----  
                   (contained in Exhibit (5))
       (24)        Power of Attorney relating to
                   subsequent amendments (included
                   on the signature page to this          -----  
                   Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "WPL HOLDINGS, INC. FORM S-8", "secsgml_size_bytes": 20643}]
{"company-data": {"conformed-name": "WPL HOLDINGS INC", "cik": "0000352541", "assigned-sic": "4931", "irs-number": "391380265", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52215", "film-number": "94505606"}, "business-address": {"street1": "222 W WASHINGTON AVE", "city": "MADISON", "state": "WI", "zip": "53703", "phone": "6082523311"}, "mail-address": {"street1": "PO BOX 192", "city": "MADISON", "state": "WI", "zip": "53701"}}
Registration No. 33-    
                                                                           

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                               WPL Holdings, Inc.
             (Exact name of registrant as specified in its charter)

     Wisconsin                                     39-1380265
    (State or other jurisdiction                (I.R.S. Employer 
   of incorporation or organization)           Identification No.)
                        
       222 West Washington Avenue
              P.O. Box 2568
           Madison, Wisconsin                          53701-2568
(Address of principal executive offices)               (Zip Code)

                        Wisconsin Power and Light Company
                 Employees' Retirement Savings Plan A and Plan B
                            (Full title of the plans)

          Erroll B. Davis, Jr.                          Copy to:
 President and Chief Executive Officer
           WPL Holdings, Inc.                   Benjamin F. Garmer, III
       222 West Washington Avenue                   Foley & Lardner
             P.O. Box 2568                     777 East Wisconsin Avenue
     Madison, Wisconsin  53701-2568            Milwaukee, Wisconsin 53202
             (608) 252-4888                          (414) 271-2400
(Name, address and telephone number, including area
      code, of agent for service)
                           __________________________

                         CALCULATION OF REGISTRATION FEE
Title of            Amount         Proposed        Proposed
      Securities to be         to be         Maximum         Maximum       Amount of
         Registered        Registered(1)     Offering       Aggregate     Registratio
                                              Price         Offering         n Fee
                                            Per Share         Price
Common Stock, $.01 par
     value, with
     attached Common
     Stock Purchase       450,000 shares
     Rights   . . . . .   and rights        $29.375(2)    $13,218,750(2)     $4,559
(1)      Each share of WPL Holdings, Inc. Common Stock issued will have
            attached thereto one Common Stock Purchase Right.

   (2)      Estimated pursuant to Rule 457(c) and (h) under the Securities
            Act of 1933 solely for the purpose of calculating the
            registration fee based on the average of the high and low prices
            for WPL Holdings, Inc. Common Stock as reported on the New York
            Stock Exchange on February 7, 1994.  The value attributable to
            the Rights is reflected in the price of the Common Stock.
_________________________________

            In addition, pursuant to Rule 416(c) under the Securities Act of
   1933, this Registration Statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plans
   described herein.
PART I 

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents filed by WPL Holdings, Inc. (the
   "Company") or the Wisconsin Power and Light Company Employees' Retirement
   Savings Plan A and Plan B (the "Plans") with the Commission are hereby
   incorporated herein by reference:

             1.  The Company's Annual Report on Form 10-K for the year ended
   December 31, 1992, as amended by the Company's Form 10-K/A dated February
   7, 1994.

             2.  The Company's Quarterly Reports on Form 10-Q for the
   quarters ended March 31, 1993, June 30, 1993 and September 30, 1993.

             3.  The Company's Current Report on Form 8-K dated February 18,
   1993.

             4.  The description of the Company's Common Stock contained in
   Item 4 of the Company's Registration Statement on Form 8-B, dated as of
   April 1, 1988, including any amendment or report filed for the purpose of
   updating such description.

             5.  The description of the Company's Common Stock Purchase
   Rights contained in Item 1 of the Company's Registration Statement on Form
   8-A, dated February 27, 1989, including any amendment or report filed for
   the purpose of updating such description.

             All documents subsequently filed by the Company or the Plans
   pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
   Act of 1934, as amended, after the date of filing of this Registration
   Statement and prior to such time as the Company files a post-effective
   amendment to this Registration Statement which indicates that all
   securities offered hereby have been sold or which deregisters all
   securities then remaining unsold shall be deemed to be incorporated by
   reference in this Registration Statement and to be a part hereof from the
   date of filing of such documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and the
   Company's By-laws, directors and officers of the Company are entitled to
   mandatory indemnification from the Company against certain liabilities and
   expenses (i) to the extent such officers or directors are successful in
   the defense of a proceeding and (ii) in proceedings in which the director
   or officer is not successful in defense thereof, unless it is determined
   that the director or officer breached or failed to perform his or her
   duties to the Company and such breach or failure constituted:  (a) a
   willful failure to deal fairly with the Company or its shareowners in
   connection with a matter in which the director or officer had a material
   conflict of interest; (b) a violation of the criminal law unless the
   director or officer had reasonable cause to believe his or her conduct was
   lawful or had no reasonable cause to believe his or her conduct was
   unlawful; (c) a transaction from which the director or officer derived an
   improper personal profit; or (d) willful misconduct.  It should be noted
   that the Wisconsin Business Corporation Law specifically states that it is
   the public policy of Wisconsin to require or permit indemnification in
   connection with a proceeding involving securities regulation, as described
   therein, to the extent required or permitted as described above. 
   Additionally, under the Wisconsin Business Corporation Law, directors of
   the Company are not subject to personal liability to the Company, its
   shareowners or any person asserting rights on behalf thereof for certain
   breaches or failures to perform any duty resulting solely from their
   status as directors except in circumstances paralleling those in
   subparagraphs (a) through (d) outlined above.

             The indemnification provided by the Wisconsin Business
   Corporation Law and the Company's By-laws is not exclusive of any other
   rights to which a director or officer may be entitled.  The general effect
   of the foregoing provisions may be to reduce the circumstances which an
   officer or director may be required to bear the economic burden of the
   foregoing liabilities and expenses.

             The Company maintains a liability insurance policy for its
   directors and officers as permitted by Wisconsin law which may extend to,
   among other things, liability arising under the Securities Act of 1933, as
   amended.

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:

   Exhibit No.                             Exhibit

     (4.1)        Wisconsin Power and Light Company Employees' Retirement
                  Savings Plan A, as amended to date.

     (4.2)        Wisconsin Power and Light Company Employees' Retirement
                  Savings Plan B, as amended to date.

     (4.3)        Trust Agreement relating to the Wisconsin Power and Light
                  Company Employees' Retirement Savings Plan A and Plan B, as
                  amended to date.

     (4.4)        Rights Agreement, dated as of February 22, 1989, between
                  WPL Holdings, Inc. and Morgan Shareholder Services Trust
                  Company (incorporated by reference to Exhibit 4 to WPL
                  Holdings, Inc.'s Current Report on Form 8-K dated February
                  27, 1989)

     (5)          Opinion of Foley & Lardner

     (23.1)       Consent of Arthur Andersen & Co.

     (23.2)       Consent of Foley & Lardner (contained in Exhibit (5))

     (24)         Power of Attorney relating to subsequent amendments
                  (included on the signature page to this Registration
                  Statement)

             The undersigned Registrant hereby undertakes to submit the
   Plans, as amended, to the Internal Revenue Service ("IRS") in a timely
   manner and will make all changes required by the IRS in order to continue
   the qualification of the Plans under Section 401 of the Internal Revenue
   Code of 1986, as amended.

   Item 9.   Undertakings.

             (a)  The undersigned Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this Registration Statement to
   include any material information with respect to the plan of distribution
   not previously disclosed in the Registration Statement or any material
   change to such information in the Registration Statement.

             (2)  That, for the purpose of determining any liability under
   the Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered herein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.

             (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold at
   the termination of the offering.

             (b)  The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities Act of 1933,
   each filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

             (c)  Insofar as indemnification for liabilities arising under
   the Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against such
   liabilities (other than the payment by the Registrant of expenses incurred
   or paid by a director, officer or controlling person of the Registrant in
   the successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the Registrant will, unless in the opinion of
   its counsel the matter has been settled by controlling precedent, submit
   to a court of appropriate jurisdiction the question whether such
   indemnification by it is against public policy as expressed in the Act and
   will be governed by the final adjudication of such issue.
SIGNATURES

             The Registrant.  Pursuant to the requirements of the Securities
   Act of 1933, the Registrant certifies that it has reasonable grounds to
   believe that it meets all of the requirements for filing on Form S-8 and
   has duly caused this Registration Statement to be signed on its behalf by
   the undersigned, thereunto duly authorized, in the City of Madison, and
   State of Wisconsin, on this 9th day of February, 1994.

                                      WPL HOLDINGS, INC.

                                      By:  /s/ Erroll B. Davis, Jr.      
                                             Erroll B. Davis, Jr.
                                             President and 
                                             Chief Executive Officer

                                POWER OF ATTORNEY

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the date indicated.  Each person whose signature
   appears below constitutes and appoints Erroll B. Davis, Jr. and Edward M.
   Gleason, and each of them individually, his or her true and lawful
   attorneys-in-fact and agents, with full power of substitution and
   revocation, for him or her and in his or her name, place and stead, in any
   and all capacities, to sign any and all amendments (including post-
   effective amendments) to this Registration Statement and to file the same,
   with all exhibits thereto, and other documents in connection therewith,
   with the Securities and Exchange Commission, granting unto said attorneys-
   in-fact and agents, and each of them, full power and authority to do and
   perform each and every act and thing requisite and necessary to be done in
   connection therewith, as fully to all intents and purposes as he or she
   might or could do in person, hereby ratifying and confirming all that said
   attorneys-in-fact and agents, or either of them, or their or his
   substitute or substitutes, may lawfully do or cause to be done by virtue
   hereof.

             Signature                    Title               Date

    /s/ Erroll B. Davis, Jr.     President, Chief          February 9,
    Erroll B. Davis, Jr.         Executive Officer and        1994
                                 Director (Principal
                                 Executive Officer)

    /s/ Edward M. Gleason        Vice President,           February 9,
    Edward M. Gleason            Treasurer and Corporate      1994
                                 Secretary (Principal
                                 Financial Officer)

    /s/ Daniel A. Doyle          Controller                February 9,
    Daniel A. Doyle              Wisconsin Power and          1994
                                 Light Company
                                 (Principal Accounting
                                 Officer)

    /s/ Rockne G. Flowers                                  February 9,
    Rockne G. Flowers            Director                     1994

                                     
    /s/ Arnold M. Nemirow                                  February 9,
    Arnold M. Nemirow            Director                     1994

    /s/ Milton E. Neshek                                   February 9,
    Milton E. Neshek             Director                     1994

    /s/ Henry C. Prange                                    February 9,
    Henry C. Prange              Director                     1994

    /s/ Judith D. Pyle                                     February 9,
    Judith D. Pyle               Director                     1994

    /s/ James R. Underkofler                               February 9,
    James R. Underkofler         Director                     1994
The Plans.  Pursuant to the requirements of the Securities Act
   of 1933, the Wisconsin Power and Light Company Pension and Employee
   Benefits Committee, which administers the Plans, has duly caused this
   Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Madison and State of Wisconsin,
   on this 9th day of February, 1994.

                                 WISCONSIN POWER AND LIGHT COMPANY
                                  EMPLOYEES' RETIREMENT SAVINGS PLAN 
                                  A AND PLAN B
    

                                 /s/ Pamela J. Wegner                      
                                      Pamela J. Wegner

                                 /s/ James W. Bindl                      
                                      James W. Bindl

                                 /s/ A. J. Amato                         
                                      A. J. Amato

                                 /s/ Norman E. Boys                       
                                      Norman E. Boys

                                 /s/ Susan J. Kosmo                 
                                      Susan J. Kosmo

                                 The foregoing persons are all of the members
                                 of the Wisconsin Power and Light Company
                                 Pension and Employee Benefits Committee
                                 which is the administrator of the Wisconsin
                                 Power and Light Company Employees'
                                 Retirement Savings Plan A and Plan B
EXHIBIT INDEX

            Wisconsin Power and Light Company Employees' Retirement 
                              Savings Plan A and B

                                                     Page Number in
                                                      Sequentially
                                                       Numbered 
                                                      Registration
      Exhibit No.              Exhibit                  Statement  

        (4.1)      Wisconsin Power and Light
                   Company Employees' Retirement
                   Savings Plan A, as amended to
                   date.

        (4.2)      Wisconsin Power and Light
                   Company Employees' Retirement
                   Savings Plan B, as amended to
                   date.

        (4.3)      Trust Agreement relating to the
                   Wisconsin Power and Light
                   Company Employees' Retirement
                   Savings Plan A and Plan B, as
                   amended to date.

        (4.4)      Rights Agreement, dated as of
                   February 22, 1989, between WPL
                   Holdings, Inc. and Morgan
                   Shareholder Services Trust
                   Company (incorporated by
                   reference to Exhibit 4 to WPL
                   Holdings, Inc.'s Current Report
                   on Form 8-K dated February 27,
                   1989)
       (5)         Opinion of Foley & Lardner

       (23.1)      Consent of Arthur Andersen & Co.

       (23.2)      Consent of Foley & Lardner             -----  
                   (contained in Exhibit (5))
       (24)        Power of Attorney relating to
                   subsequent amendments (included
                   on the signature page to this          -----  
                   Registration Statement)