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



                           IES UTILITIES INC.
         (Exact name of registrant as specified in its charter)



   Iowa                            0-4117-1                  42-0331370
(State or other                  (Commission              (I.R.S. Employer
jurisdiction of                    File No.)             Identification No.)
 incorporation)


                       IES Tower, Cedar Rapids, Iowa  52401
      (Address of principal executive offices, including zip code)


                                (319) 398-4411
                     (Registrant's telephone number)

Item 5.  Other Events.

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

     On May 22, 1996, IES, WPLH 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
provide, under certain circumstances, the share exchange ratio  for  IES
shareholders  to  increase from .98 to 1.01 shares of Interstate  Energy
common stock.  As revised, the Merger Agreement does not amend the share
exchange  ratio applicable to IPC common stock nor does  it  change  the
fact  that  the  outstanding  shares of WPLH  common  stock  will  remain
unchanged  and  outstanding after the Merger.  The amendment  also  sets
forth the requirements in the event the Company is required, pursuant to
Wisconsin law, to reincorporate to be a Wisconsin corporation.

      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, Pro Forma  Financial  Information  and
           Exhibits.

(c)  Exhibits

     2(a) Amendment  No.  1  to Agreement and Plan of Merger  and  Stock
          Option  Agreements,  dated May 22,  1996,  by  and  among  IES
          Industries Inc., WPL Holdings, Inc., Interstate Power Company,
          AMW  Acquisition,  Inc., WPLH Acquisition Co.  and  Interstate
          Power  Company. (Filed as Exhibit 2(a) to IES's Current Report
          on Form 8-K, dated May 22, 1996).

     2(b) Agreement  and Plan of Merger, dated as of November 10,  1995,
          by   and  among  IES  Industries  Inc.,  WPL  Holdings,  Inc.,
          Interstate Power Company and AMW Acquisition, Inc.  (Filed  as
          Exhibit  2.1  to  IES's  Current Report  on  Form  8-K,  dated
          November 10, 1995).

     99   IES  Industries Inc., WPL Holdings, Inc. and Interstate  Power
          Company  Press  Release,  dated  May  22,   1996.   (Filed  as
          Exhibit 99 to IES's Current Report on Form 8-K, dated May  22,
          1996).
     

                               SIGNATURES
                                    
                                    

      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 thereunto duly authorized.





                                               IES UTILITIES INC.
                                                  (Registrant)




                            By /s/             Stephen W. Southwick
                                                    (Signature)
                                               Stephen W. Southwick
                                   Vice President, General Counsel & Secretary


Date:     May 24, 1996
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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

                           IES UTILITIES INC.
         (Exact name of registrant as specified in its charter)

   Iowa                            0-4117-1                  42-0331370
(State or other                  (Commission              (I.R.S. Employer
jurisdiction of                    File No.)             Identification No.)
 incorporation)

                       IES Tower, Cedar Rapids, Iowa  52401
      (Address of principal executive offices, including zip code)

                                (319) 398-4411
                     (Registrant's telephone number)

Item 5.  Other Events.

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

     On May 22, 1996, IES, WPLH 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
provide, under certain circumstances, the share exchange ratio  for  IES
shareholders  to  increase from .98 to 1.01 shares of Interstate  Energy
common stock.  As revised, the Merger Agreement does not amend the share
exchange  ratio applicable to IPC common stock nor does  it  change  the
fact  that  the  outstanding  shares of WPLH  common  stock  will  remain
unchanged  and  outstanding after the Merger.  The amendment  also  sets
forth the requirements in the event the Company is required, pursuant to
Wisconsin law, to reincorporate to be a Wisconsin corporation.

      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, Pro Forma  Financial  Information  and
           Exhibits.

(c)  Exhibits

     2(a) Amendment  No.  1  to Agreement and Plan of Merger  and  Stock
          Option  Agreements,  dated May 22,  1996,  by  and  among  IES
          Industries Inc., WPL Holdings, Inc., Interstate Power Company,
          AMW  Acquisition,  Inc., WPLH Acquisition Co.  and  Interstate
          Power  Company. (Filed as Exhibit 2(a) to IES's Current Report
          on Form 8-K, dated May 22, 1996).

     2(b) Agreement  and Plan of Merger, dated as of November 10,  1995,
          by   and  among  IES  Industries  Inc.,  WPL  Holdings,  Inc.,
          Interstate Power Company and AMW Acquisition, Inc.  (Filed  as
          Exhibit  2.1  to  IES's  Current Report  on  Form  8-K,  dated
          November 10, 1995).

     99   IES  Industries Inc., WPL Holdings, Inc. and Interstate  Power
          Company  Press  Release,  dated  May  22,   1996.   (Filed  as
          Exhibit 99 to IES's Current Report on Form 8-K, dated May  22,
          1996).
     

                               SIGNATURES
                                    
                                    

      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 thereunto duly authorized.

                                               IES UTILITIES INC.
                                                  (Registrant)

                            By /s/             Stephen W. Southwick
                                                    (Signature)
                                               Stephen W. Southwick
                                   Vice President, General Counsel & Secretary

Date:     May 24, 1996