Registration No. 333-______
--------------------------------------------------------------------------------

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

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

                           ALLIANT ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

             Wisconsin                               39-1380265
   (State or other jurisdiction of                (I.R.S. Employer
    incorporation or organization)               Identification No.)

      222 West Washington Avenue
          Madison, Wisconsin                             53703
 (Address of principal executive offices)             (Zip Code)

           Alliant Energy Corporation Long-Term Equity Incentive Plan
                            (Full title of the plan)
                       ----------------------------------

           Erroll B. Davis, Jr.                              Copy to:
   President and Chief Executive Officer
        Alliant Energy Corporation                   Benjamin F. Garmer, III
        222 West Washington Avenue                       Foley & Lardner
         Madison, Wisconsin 53703                   777 East Wisconsin Avenue
              (608) 252-3311                        Milwaukee, Wisconsin 53202
   (Name, address and telephone number,                   (414) 271-2400
including area code, of agent for service)
                       ----------------------------------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
    Title of                Amount           Proposed Maximum      Proposed Maximum
Securities to be             to be            Offering Price       Aggregate Offering          Amount of
   Registered             Registered            Per Share               Price               Registration Fee
---------------------------------------------------------------------------------------------------------------
<S>                    <C>                     <C>                   <C>                      <C>
Common Stock,          2,800,000 shares        $26.4375(1)           $74,025,000(1)           $19,542.60
$.01 par value

Common Share           2,800,000 rights            (2)                    (2)                    (2)
Purchase Rights
---------------------------------------------------------------------------------------------------------------

(1)  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 Alliant Energy Corporation Common Stock on
     the New York Stock Exchange Composite Tape on December 13, 1999.

(2)  The value  attributable to the Common Share Purchase Rights is reflected in the market price of the Common Stock to
     which the Rights are attached.
</TABLE>

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

Pursuant to Rule 429 under the Securities  Act of 1933, the Prospectus  referred
to herein also relates to the Registrant's  Registration  Statement on Form S-8,
Registration No. 333-41485.

<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 with the  Commission by Alliant Energy
Corporation (the "Company") are hereby incorporated herein by reference:

          1. The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1998,  filed on March 31, 1999,  as amended by the  Company's  Form
10-K/A filed on November 1, 1999.

          2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1999,  filed on May 17 and August 16, 1999,  respectively,
each as amended by the Company's Form 10-Q/As filed on November 1, 1999, and the
Company's  Quarterly  Report on Form 10-Q for the quarter  ended  September  30,
1999, filed on November 12, 1999.

          3. The Company's Current Reports on Form 8-K, dated January 20, 1999.

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

          5. The  description  of the  Company's  Common Share  Purchase  Rights
contained in Item 1 of the Company's  Registration  Statement on Form 8-A, dated
January 20,  1999,  including  any  amendment or report filed for the purpose of
updating such description.

          All documents  subsequently  filed by the Company 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.


                                      -2-
<PAGE>

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          None.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          Pursuant to the Wisconsin  Business  Corporation Law and the Company's
By-laws,  as amended,  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 the 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.  The Wisconsin
Business  Corporation Law specifically states that it is the 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 exhibits  filed herewith or  incorporated  herein by reference are
set forth in the attached Exhibit Index.


                                      -3-
<PAGE>

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:

                    (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of the Registration Statement (or the
          most recent post-effective  amendment thereof) which,  individually or
          in the aggregate,  represent a fundamental  change in the  information
          set forth in the Registration Statement;

                    (iii) 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;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference 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  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


                                      -4-
<PAGE>

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.



                                      -5-
<PAGE>

                                   SIGNATURES

          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,  State of  Wisconsin,  on this 15th day of
December, 1999.

                                        ALLIANT ENERGY CORPORATION



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

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and  appoints  Erroll B. Davis,  Jr.,  Thomas M. Walker and John E.
Ebright, and each of them individually, his or her attorneys-in-fact and agents,
with full power of substitution and  resubstitution 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 the 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 any 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 Executive        December 15, 1999
---------------------------- Officer and Director (Principal
Erroll B. Davis, Jr.         Executive Officer)


/s/ Thomas M. Walker         Executive Vice President and      December 15, 1999
---------------------------- Chief Financial Officer
Thomas M. Walker             (Principal Financial Officer)


/s/ John E. Ebright          Vice President-Controller         December 15, 1999
---------------------------- (Principal Accounting Officer)
John E. Ebright



                                      S-1
<PAGE>

          Signature                Title                            Date
          ---------                -----                            ----


/s/ Alan B. Arends           Director                          December 15, 1999
----------------------------
Alan B. Arends


/s/ Rockne G. Flowers        Director                          December 15, 1999
----------------------------
Rockne G. Flowers


/s/ Joyce L. Hanes           Director                          December 15, 1999
----------------------------
Joyce L. Hanes


/s/ Lee Liu                  Director                          December 15, 1999
----------------------------
Lee Liu


/s/ Katharine C. Lyall       Director                          December 15, 1999
----------------------------
Katharine C. Lyall


/s/ Arnold M. Nemirow        Director                          December 15, 1999
----------------------------
Arnold M. Nemirow


/s/ Milton E. Neshek         Director                          December 15, 1999
----------------------------
Milton E. Neshek


/s/ Jack R. Newman           Director                          December 15, 1999
----------------------------
Jack R. Newman


/s/ Judith D. Pyle           Director                          December 15, 1999
----------------------------
Judith D. Pyle


/s/ Robert D. Ray            Director                          December 15, 1999
----------------------------
Robert D. Ray


/s/ Robert W. Schlutz        Director                          December 15, 1999
----------------------------
Robert W. Schlutz



                                      S-2
<PAGE>
          Signature                Title                            Date
          ---------                -----                            ----


/s/ Wayne H. Stoppelmoor     Director                          December 15, 1999
----------------------------
Wayne H. Stoppelmoor

/s/ Anthony R. Weiler        Director                          December 15, 1999
----------------------------
Anthony R. Weiler




                                      S-3
<PAGE>

                                  EXHIBIT INDEX
                                  -------------

Exhibit
Number                           Exhibit Description
---------                        -------------------

(4.1)     Alliant Energy Corporation Long-Term Equity Incentive Plan, as amended
          (incorporated by reference to Exhibit 10.1 to the Company's  Quarterly
          Report on Form 10-Q for the  quarter  ended  June 30,  1999  (File No.
          1-9894)).

(4.2)     Rights Agreement, dated as of January 20, 1999, between Alliant Energy
          Corporation  and Firstar  Bank,  N. A.  (incorporated  by reference to
          Exhibit 4.1 to the Company's Registration Statement on Form 8-A, dated
          January 20, 1999 (File No. 1-9894)).

(5)       Opinion of Foley & Lardner.

(23.1)    Consent of Arthur Andersen LLP.

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

(24)      Power of Attorney (contained on the signature page hereto).



                                      E-1
[{"type": "S-8", "sequence": "1", "description": "ALLIANT ENERGY CORPORATION FORM S-8", "secsgml_size_bytes": 19037}]
{"company-data": {"conformed-name": "ALLIANT ENERGY CORP", "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": "333-92783", "film-number": "99774865"}, "business-address": {"street1": "222 WEST WSHNGTON AVENUE", "city": "MADISON", "state": "WI", "zip": "53703", "phone": "6082523110"}, "mail-address": {"street1": "P O BOX 2568", "city": "MADISON", "state": "WI", "zip": "53701-2568"}, "former-company": [{"former-conformed-name": "INTERSTATE ENERGY CORP", "date-changed": "19980427"}, {"former-conformed-name": "WPL HOLDINGS INC", "date-changed": "19920703"}]}
Registration No. 333-______
--------------------------------------------------------------------------------

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

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

                           ALLIANT ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

             Wisconsin                               39-1380265
   (State or other jurisdiction of                (I.R.S. Employer
    incorporation or organization)               Identification No.)

      222 West Washington Avenue
          Madison, Wisconsin                             53703
 (Address of principal executive offices)             (Zip Code)

           Alliant Energy Corporation Long-Term Equity Incentive Plan
                            (Full title of the plan)
                       ----------------------------------

           Erroll B. Davis, Jr.                              Copy to:
   President and Chief Executive Officer
        Alliant Energy Corporation                   Benjamin F. Garmer, III
        222 West Washington Avenue                       Foley & Lardner
         Madison, Wisconsin 53703                   777 East Wisconsin Avenue
              (608) 252-3311                        Milwaukee, Wisconsin 53202
   (Name, address and telephone number,                   (414) 271-2400
including area code, of agent for service)
                       ----------------------------------
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
    Title of                Amount           Proposed Maximum      Proposed Maximum
Securities to be             to be            Offering Price       Aggregate Offering          Amount of
   Registered             Registered            Per Share               Price               Registration Fee
---------------------------------------------------------------------------------------------------------------
Common Stock,          2,800,000 shares        $26.4375(1)           $74,025,000(1)           $19,542.60
$.01 par value

Common Share           2,800,000 rights            (2)                    (2)                    (2)
Purchase Rights
---------------------------------------------------------------------------------------------------------------

(1)  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 Alliant Energy Corporation Common Stock on
     the New York Stock Exchange Composite Tape on December 13, 1999.

(2)  The value  attributable to the Common Share Purchase Rights is reflected in the market price of the Common Stock to
     which the Rights are attached.
---------------------------

Pursuant to Rule 429 under the Securities  Act of 1933, the Prospectus  referred
to herein also relates to the Registrant's  Registration  Statement on Form S-8,
Registration No. 333-41485.
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 with the  Commission by Alliant Energy
Corporation (the "Company") are hereby incorporated herein by reference:

          1. The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1998,  filed on March 31, 1999,  as amended by the  Company's  Form
10-K/A filed on November 1, 1999.

          2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1999,  filed on May 17 and August 16, 1999,  respectively,
each as amended by the Company's Form 10-Q/As filed on November 1, 1999, and the
Company's  Quarterly  Report on Form 10-Q for the quarter  ended  September  30,
1999, filed on November 12, 1999.

          3. The Company's Current Reports on Form 8-K, dated January 20, 1999.

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

          5. The  description  of the  Company's  Common Share  Purchase  Rights
contained in Item 1 of the Company's  Registration  Statement on Form 8-A, dated
January 20,  1999,  including  any  amendment or report filed for the purpose of
updating such description.

          All documents  subsequently  filed by the Company 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.

                                      -2-
Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          None.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          Pursuant to the Wisconsin  Business  Corporation Law and the Company's
By-laws,  as amended,  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 the 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.  The Wisconsin
Business  Corporation Law specifically states that it is the 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 exhibits  filed herewith or  incorporated  herein by reference are
set forth in the attached Exhibit Index.

                                      -3-
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:

                    (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of the Registration Statement (or the
          most recent post-effective  amendment thereof) which,  individually or
          in the aggregate,  represent a fundamental  change in the  information
          set forth in the Registration Statement;

                    (iii) 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;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference 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  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

                                      -4-
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.

                                      -5-
SIGNATURES

          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,  State of  Wisconsin,  on this 15th day of
December, 1999.

                                        ALLIANT ENERGY CORPORATION

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

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and  appoints  Erroll B. Davis,  Jr.,  Thomas M. Walker and John E.
Ebright, and each of them individually, his or her attorneys-in-fact and agents,
with full power of substitution and  resubstitution 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 the 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 any 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 Executive        December 15, 1999
---------------------------- Officer and Director (Principal
Erroll B. Davis, Jr.         Executive Officer)

/s/ Thomas M. Walker         Executive Vice President and      December 15, 1999
---------------------------- Chief Financial Officer
Thomas M. Walker             (Principal Financial Officer)

/s/ John E. Ebright          Vice President-Controller         December 15, 1999
---------------------------- (Principal Accounting Officer)
John E. Ebright

                                      S-1
Signature                Title                            Date
          ---------                -----                            ----

/s/ Alan B. Arends           Director                          December 15, 1999
----------------------------
Alan B. Arends

/s/ Rockne G. Flowers        Director                          December 15, 1999
----------------------------
Rockne G. Flowers

/s/ Joyce L. Hanes           Director                          December 15, 1999
----------------------------
Joyce L. Hanes

/s/ Lee Liu                  Director                          December 15, 1999
----------------------------
Lee Liu

/s/ Katharine C. Lyall       Director                          December 15, 1999
----------------------------
Katharine C. Lyall

/s/ Arnold M. Nemirow        Director                          December 15, 1999
----------------------------
Arnold M. Nemirow

/s/ Milton E. Neshek         Director                          December 15, 1999
----------------------------
Milton E. Neshek

/s/ Jack R. Newman           Director                          December 15, 1999
----------------------------
Jack R. Newman

/s/ Judith D. Pyle           Director                          December 15, 1999
----------------------------
Judith D. Pyle

/s/ Robert D. Ray            Director                          December 15, 1999
----------------------------
Robert D. Ray

/s/ Robert W. Schlutz        Director                          December 15, 1999
----------------------------
Robert W. Schlutz

                                      S-2
Signature                Title                            Date
          ---------                -----                            ----

/s/ Wayne H. Stoppelmoor     Director                          December 15, 1999
----------------------------
Wayne H. Stoppelmoor

/s/ Anthony R. Weiler        Director                          December 15, 1999
----------------------------
Anthony R. Weiler

                                      S-3
EXHIBIT INDEX
                                  -------------

Exhibit
Number                           Exhibit Description
---------                        -------------------

(4.1)     Alliant Energy Corporation Long-Term Equity Incentive Plan, as amended
          (incorporated by reference to Exhibit 10.1 to the Company's  Quarterly
          Report on Form 10-Q for the  quarter  ended  June 30,  1999  (File No.
          1-9894)).

(4.2)     Rights Agreement, dated as of January 20, 1999, between Alliant Energy
          Corporation  and Firstar  Bank,  N. A.  (incorporated  by reference to
          Exhibit 4.1 to the Company's Registration Statement on Form 8-A, dated
          January 20, 1999 (File No. 1-9894)).

(5)       Opinion of Foley & Lardner.

(23.1)    Consent of Arthur Andersen LLP.

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

(24)      Power of Attorney (contained on the signature page hereto).

                                      E-1