SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM 8-K

                             CURRENT REPORT
                 PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

          Date of Report
          (Date of earliest event reported):  May 22, 1996


                        Interstate Power Company                         
           (Exact Name of Registrant as Specified in Charter)

          Delaware            1-3632              42-0329500             
(State or Other Juris-        (Commission File             (IRS Employer
diction of Incorporation)     Number)                      Identification
                                                           No.)


  1000 Main St., P.O. Box 769, Dubuque, IA                     52004-0769
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number:   (319) 582-5421

                                                                         
      (Former Name or Former Address, if Changed Since Last Report)



Item 5.   Other Events.

     On November 10, 1995, WPL Holdings, Inc., a holding company
incorporated under the laws of the State of Wisconsin ("WPL"), IES
Industries Inc., a holding company incorporated under the laws of the
State of Iowa ("IES"), Interstate Power Company, an operating public
utility incorporated under the laws of the State of Delaware ("IPC"), and
certain other related entities, entered into an Agreement and Plan of
Merger, providing for the strategic three-way business combination of
WPL, IES and IPC (hereinafter referred to as the "Merger").  In the
Merger, WPL, as the surviving holding company, will change its name to
Interstate Energy Corporation ("Interstate Energy").

     On May 22, 1996, WPL, IES and IPC entered into an amendment to the
Agreement and Plan of Merger (the Agreement and Plan of Merger as so
amended is hereinafter referred to as the "Merger Agreement") to
recognize the increase in value associated with IES's investment in
McLeod, Inc., a telecommunications service provider based in Cedar
Rapids, Iowa ("McLeod").  As a result of the amendment, the Merger
Agreement provides that if, among other things, McLeod completes a
proposed initial public offering of its Class A Common Stock at a price
equal to or greater than $13.00 per share prior to the closing date of
the Merger, then each outstanding share of common stock, no par value, of
IES (the "IES Common Stock") will be cancelled and converted into the
right to receive 1.01 shares of common stock, par value $.01 per share,
of Interstate Energy (the "Interstate Energy Common Stock") rather than
the .98 shares of Interstate Energy Common Stock each outstanding share
of IES Common Stock was entitled to receive under the terms of the
original Agreement and Plan of Merger.  However, in the event, among
other things, a public offering of McLeod's Class A Common Stock is not
completed by such time or the offering is priced at less than $13.00 per
share, the IES share exchange ratio will remain at .98.  The Merger
Agreement continues to provide that each outstanding share of common
stock, par value $3.50 per share, of IPC will be cancelled and converted
into the right to receive 1.11 shares of Interstate Energy Common Stock
and that the outstanding shares of common stock, par value $.01 per
share, of WPL will remain unchanged and outstanding as shares of
Interstate Energy Common Stock.  In this Current Report on Form 8-K,
unless the context otherwise requires, all references to Interstate
Energy Common Stock include, if applicable, the associated rights to
purchase shares of such common stock pursuant to the terms of the Rights
Agreement between WPL and Morgan Shareholder Services Trust Company, as
Rights Agent thereunder, dated as of February 22, 1989.

     The Merger Agreement and the press release issued in connection with
the execution of the amendment thereto are filed as exhibits to this
Current Report on Form 8-K and are incorporated herein by reference.  The
brief summary of certain revised provisions of the Merger Agreement set
forth above is qualified in its entirety by reference to that agreement.

Item 7.   Financial Statements and Exhibits.

          (a)  Not applicable.

          (b)  Not Applicable.

          (c)  Exhibits.

               The exhibits listed in the accompanying Exhibit Index are
               filed as part of this Current Report on Form 8-K.



                               SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                   INTERSTATE POWER COMPANY



Date:     May 29, 1996             By:/s/ William C. Troy     
                                      Controller and Chief
                                      Accounting Officer    
                                        
                                        

                        INTERSTATE POWER COMPANY
                        EXHIBIT INDEX TO FORM 8-K
                        Report Dated May 29, 1996


Exhibit

EX-2.1    Amendment No. 1 to Agreement and Plan of Merger and Stock
          Option Agreements, dated May 22, 1996, by and among WPL
          Holdings, Inc., IES Industries Inc., Interstate Power Company,
          AMW Acquisition, Inc., WPLH Acquisition Co. and Interstate
          Power Company.

EX-2.2    Agreement and Plan of Merger, dated as of November 10, 1995, by
          and among WPL Holdings, Inc., IES Industries Inc., Interstate
          Power Company and AMW Acquisition, Inc. (filed as Exhibit 2.1
          to the company's Form 8-K dated November 10, 1995).

EX-99     WPL Holdings, Inc., IES Industries Inc. and Interstate Power
          Company Press Release, dated May 22, 1996.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 5986}]
{"company-data": {"conformed-name": "INTERSTATE POWER CO", "cik": "0000051720", "assigned-sic": "4931", "irs-number": "420329500", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-03632", "film-number": "96573480"}, "business-address": {"street1": "1000 MAIN ST", "street2": "PO BOX 769", "city": "DUBUQUE", "state": "IA", "zip": "52004-0769", "phone": "3195825421"}, "mail-address": {"street1": "1000 MAIN ST", "street2": "PO BOX 769", "city": "DUBUQUE", "state": "IA", "zip": "52001"}}
SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM 8-K

                             CURRENT REPORT
                 PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

          Date of Report
          (Date of earliest event reported):  May 22, 1996

                        Interstate Power Company                         
           (Exact Name of Registrant as Specified in Charter)

          Delaware            1-3632              42-0329500             
(State or Other Juris-        (Commission File             (IRS Employer
diction of Incorporation)     Number)                      Identification
                                                           No.)

  1000 Main St., P.O. Box 769, Dubuque, IA                     52004-0769
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number:   (319) 582-5421

                                                                         
      (Former Name or Former Address, if Changed Since Last Report)

Item 5.   Other Events.

     On November 10, 1995, WPL Holdings, Inc., a holding company
incorporated under the laws of the State of Wisconsin ("WPL"), IES
Industries Inc., a holding company incorporated under the laws of the
State of Iowa ("IES"), Interstate Power Company, an operating public
utility incorporated under the laws of the State of Delaware ("IPC"), and
certain other related entities, entered into an Agreement and Plan of
Merger, providing for the strategic three-way business combination of
WPL, IES and IPC (hereinafter referred to as the "Merger").  In the
Merger, WPL, as the surviving holding company, will change its name to
Interstate Energy Corporation ("Interstate Energy").

     On May 22, 1996, WPL, IES and IPC entered into an amendment to the
Agreement and Plan of Merger (the Agreement and Plan of Merger as so
amended is hereinafter referred to as the "Merger Agreement") to
recognize the increase in value associated with IES's investment in
McLeod, Inc., a telecommunications service provider based in Cedar
Rapids, Iowa ("McLeod").  As a result of the amendment, the Merger
Agreement provides that if, among other things, McLeod completes a
proposed initial public offering of its Class A Common Stock at a price
equal to or greater than $13.00 per share prior to the closing date of
the Merger, then each outstanding share of common stock, no par value, of
IES (the "IES Common Stock") will be cancelled and converted into the
right to receive 1.01 shares of common stock, par value $.01 per share,
of Interstate Energy (the "Interstate Energy Common Stock") rather than
the .98 shares of Interstate Energy Common Stock each outstanding share
of IES Common Stock was entitled to receive under the terms of the
original Agreement and Plan of Merger.  However, in the event, among
other things, a public offering of McLeod's Class A Common Stock is not
completed by such time or the offering is priced at less than $13.00 per
share, the IES share exchange ratio will remain at .98.  The Merger
Agreement continues to provide that each outstanding share of common
stock, par value $3.50 per share, of IPC will be cancelled and converted
into the right to receive 1.11 shares of Interstate Energy Common Stock
and that the outstanding shares of common stock, par value $.01 per
share, of WPL will remain unchanged and outstanding as shares of
Interstate Energy Common Stock.  In this Current Report on Form 8-K,
unless the context otherwise requires, all references to Interstate
Energy Common Stock include, if applicable, the associated rights to
purchase shares of such common stock pursuant to the terms of the Rights
Agreement between WPL and Morgan Shareholder Services Trust Company, as
Rights Agent thereunder, dated as of February 22, 1989.

     The Merger Agreement and the press release issued in connection with
the execution of the amendment thereto are filed as exhibits to this
Current Report on Form 8-K and are incorporated herein by reference.  The
brief summary of certain revised provisions of the Merger Agreement set
forth above is qualified in its entirety by reference to that agreement.

Item 7.   Financial Statements and Exhibits.

          (a)  Not applicable.

          (b)  Not Applicable.

          (c)  Exhibits.

               The exhibits listed in the accompanying Exhibit Index are
               filed as part of this Current Report on Form 8-K.

                               SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                   INTERSTATE POWER COMPANY

Date:     May 29, 1996             By:/s/ William C. Troy     
                                      Controller and Chief
                                      Accounting Officer    
                                        
                                        

                        INTERSTATE POWER COMPANY
                        EXHIBIT INDEX TO FORM 8-K
                        Report Dated May 29, 1996

Exhibit

EX-2.1    Amendment No. 1 to Agreement and Plan of Merger and Stock
          Option Agreements, dated May 22, 1996, by and among WPL
          Holdings, Inc., IES Industries Inc., Interstate Power Company,
          AMW Acquisition, Inc., WPLH Acquisition Co. and Interstate
          Power Company.

EX-2.2    Agreement and Plan of Merger, dated as of November 10, 1995, by
          and among WPL Holdings, Inc., IES Industries Inc., Interstate
          Power Company and AMW Acquisition, Inc. (filed as Exhibit 2.1
          to the company's Form 8-K dated November 10, 1995).

EX-99     WPL Holdings, Inc., IES Industries Inc. and Interstate Power
          Company Press Release, dated May 22, 1996.