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):  November 10, 1995


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



   Iowa                    0-4117-1               42-0331370
(State or other          (Commission File         (IRS Employer
jurisdiction of               Number)             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.
  
            The  Company's  parent, IES  Industries  Inc. ("IES"), WPL
Holdings, Inc. ("WPL"), a holding  company incorporated under the
laws of the State of  Wisconsin, and  Interstate  Power  Company
("IPC"),  an  operating public utility incorporated under the laws
of the State of Delaware, have entered into an Agreement and Plan
of Merger, dated as of November 10, 1995 (the  "Merger Agreement"),
providing for (a) the merger of  IES  with  and   into  WPL,  which
merger  will  result  in   the combination of WPL and IES as a single
holding  company to be named Interstate Energy Corporation
("Interstate  Energy"),   and  (b)  IPC  to  become  a   wholly-owned
subsidiary  of  Interstate  Energy  (collectively,  the "Merger").
Following  the Merger,  Interstate  Energy  will  be  the parent company
of the Company,  IPC,  and Wisconsin  Power  and  Light  Company,  WPL's
present  principal  utility subsidiary, and will  be  registered  under
the Public Utility Holding Company Act of  1935,  as amended.
  
            The Merger has been approved by the Board  of  Directors
of each of the constituent companies  and  is  expected  to close
promptly after all of the conditions  to  the consummation of the
Merger, including obtaining shareholder  approvals  and all
applicable  regulatory approvals,  are  fulfilled or waived.   The
regulatory  approval  process is expected to take approximately  12
to 18 months.
  
             The Merger Agreement contains certain covenants of the
parties pending the consummation of the Merger.    Generally,  the
parties  and  their subsidiaries,  including the  Company,  must  carry
on their businesses in the ordinary course consistent with  past
practice,  may not increase dividends  on  common  stock  in excess of
current levels in the case  of  IES  and  IPC  and beyond a specified
limit in the  case  of  WPL, and may not issue any capital stock
beyond certain  limits.     The   Merger   Agreement   also    contains
restrictions on, among other things, charter and  bylaw  amendments,
acquisitions, capital expenditures, dispositions, incurrence  of
indebtedness,  certain  increases  in  employee compensation and
benefits,  and  affiliate transactions.
  
            Following  the Merger, Mr. Lee  Liu  will  be  Chairman of
the Board of Interstate Energy, Mr.  Erroll  B. Davis, Jr. the
current President and Chief Executive  Officer  of WPL, will be
President and Chief  Executive  Officer   of  Interstate  Energy  and
Chief  Executive  Officer of the Company.  Mr. Blake O. Fisher, Jr.
will  continue  as  President of the Company.  The  Company's Board of
Directors  is  expected  to  consist  of  15  members, 6 of whom will be
designated by IES, 6 of whom will  be  designated by WPL, and  3  of
whom  will  be  designated by IPC.
  
             The   business  of  Interstate  Energy  will  consist  of
utility operations and various non-utility enterprises,  and  it  is
expected  that  its  utility  subsidiaries  will  serve more  than
850,000  electric  customers  and 360,000 natural gas customers  in
Iowa, Illinois, Minnesota and Wisconsin.
  
            IES,  WPL and IPC recognize that, as a result of the new
registered holding company structure,  the Securities and Exchange
Commission ("SEC") may  require  divestiture  of  their  existing  gas
operations   and  certain  non-utility operations,  but  they  will  seek
approval  from  the  SEC to maintain  such  businesses.  When
divestiture has been required in the past, the SEC  has
historically allowed companies sufficient time  to  accomplish
divestitures  in  a  manner  that  protects  shareholder  value.  The
Company cannot  predict  what  action may be required by the SEC or
the effect of  any divestiture  if  required.   Furthermore,  the
Company  cannot  predict what actions  might be required  by other
federal or state regulatory authorities as a condition to approval
of the Merger.
  
            The  Merger will not impair the lien  of  the  Company's
Indenture of Mortgage  and  Deed  of  Trust, dated  as  of  August 1,
1940  (as   amended   and  supplemented, the "1940 Indenture"), the
Indenture  or  Deed of Trust, dated as of February 1, 1923 (as
amended  and  supplemented,  the "ISU 1923 Indenture")  and  the
Mortgage  and  Deed of Trust, dated as of September  1, 1993 (as
amended and supplemented, the "Mortgage")  and will not impair the
rights and powers of (a) any of the trustees  under  the  1940
Indenture,  the ISU 1923 Indenture,  the  Mortgage or the Company's
proposed Subordinated  Indenture (the "Subordinated Indenture"), or
(b)  the debtholders under the 1940 Indenture,  the  ISU  1923
Indenture, the Mortgage or the  Subordinated Indenture.
  
            The  Merger Agreement is filed as an  exhibit to  this
Current Report on Form 8-K and is incorporated herein  by
reference. The brief summary of certain 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.
  
  
              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 IES Industries Inc. Form  8-K,
                    filed November 17, 1995).
  


                             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.
  
  
  
Date:    November  21,  1995       By:  /s/  Richard A. Gabbianelli
                                             Richard A. Gabbianelli
                                             Controller & Chief Accounting
                                               Officer
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 7155}]
{"company-data": {"conformed-name": "IES UTILITIES INC", "cik": "0000052485", "assigned-sic": "4931", "irs-number": "420331370", "state-of-incorporation": "IA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-04117", "film-number": "95595451"}, "business-address": {"street1": "200 FIRST STREET SE", "city": "CEDAR RAPIDS", "state": "IA", "zip": "52401", "phone": "3193984411"}, "former-company": [{"former-conformed-name": "IOWA ELECTRIC LIGHT & POWER CO", "date-changed": "19920703"}, {"former-conformed-name": "IOWA RAILWAY & LIGHT CORP", "date-changed": "19670629"}]}
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):  November 10, 1995

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

   Iowa                    0-4117-1               42-0331370
(State or other          (Commission File         (IRS Employer
jurisdiction of               Number)             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.
  
            The  Company's  parent, IES  Industries  Inc. ("IES"), WPL
Holdings, Inc. ("WPL"), a holding  company incorporated under the
laws of the State of  Wisconsin, and  Interstate  Power  Company
("IPC"),  an  operating public utility incorporated under the laws
of the State of Delaware, have entered into an Agreement and Plan
of Merger, dated as of November 10, 1995 (the  "Merger Agreement"),
providing for (a) the merger of  IES  with  and   into  WPL,  which
merger  will  result  in   the combination of WPL and IES as a single
holding  company to be named Interstate Energy Corporation
("Interstate  Energy"),   and  (b)  IPC  to  become  a   wholly-owned
subsidiary  of  Interstate  Energy  (collectively,  the "Merger").
Following  the Merger,  Interstate  Energy  will  be  the parent company
of the Company,  IPC,  and Wisconsin  Power  and  Light  Company,  WPL's
present  principal  utility subsidiary, and will  be  registered  under
the Public Utility Holding Company Act of  1935,  as amended.
  
            The Merger has been approved by the Board  of  Directors
of each of the constituent companies  and  is  expected  to close
promptly after all of the conditions  to  the consummation of the
Merger, including obtaining shareholder  approvals  and all
applicable  regulatory approvals,  are  fulfilled or waived.   The
regulatory  approval  process is expected to take approximately  12
to 18 months.
  
             The Merger Agreement contains certain covenants of the
parties pending the consummation of the Merger.    Generally,  the
parties  and  their subsidiaries,  including the  Company,  must  carry
on their businesses in the ordinary course consistent with  past
practice,  may not increase dividends  on  common  stock  in excess of
current levels in the case  of  IES  and  IPC  and beyond a specified
limit in the  case  of  WPL, and may not issue any capital stock
beyond certain  limits.     The   Merger   Agreement   also    contains
restrictions on, among other things, charter and  bylaw  amendments,
acquisitions, capital expenditures, dispositions, incurrence  of
indebtedness,  certain  increases  in  employee compensation and
benefits,  and  affiliate transactions.
  
            Following  the Merger, Mr. Lee  Liu  will  be  Chairman of
the Board of Interstate Energy, Mr.  Erroll  B. Davis, Jr. the
current President and Chief Executive  Officer  of WPL, will be
President and Chief  Executive  Officer   of  Interstate  Energy  and
Chief  Executive  Officer of the Company.  Mr. Blake O. Fisher, Jr.
will  continue  as  President of the Company.  The  Company's Board of
Directors  is  expected  to  consist  of  15  members, 6 of whom will be
designated by IES, 6 of whom will  be  designated by WPL, and  3  of
whom  will  be  designated by IPC.
  
             The   business  of  Interstate  Energy  will  consist  of
utility operations and various non-utility enterprises,  and  it  is
expected  that  its  utility  subsidiaries  will  serve more  than
850,000  electric  customers  and 360,000 natural gas customers  in
Iowa, Illinois, Minnesota and Wisconsin.
  
            IES,  WPL and IPC recognize that, as a result of the new
registered holding company structure,  the Securities and Exchange
Commission ("SEC") may  require  divestiture  of  their  existing  gas
operations   and  certain  non-utility operations,  but  they  will  seek
approval  from  the  SEC to maintain  such  businesses.  When
divestiture has been required in the past, the SEC  has
historically allowed companies sufficient time  to  accomplish
divestitures  in  a  manner  that  protects  shareholder  value.  The
Company cannot  predict  what  action may be required by the SEC or
the effect of  any divestiture  if  required.   Furthermore,  the
Company  cannot  predict what actions  might be required  by other
federal or state regulatory authorities as a condition to approval
of the Merger.
  
            The  Merger will not impair the lien  of  the  Company's
Indenture of Mortgage  and  Deed  of  Trust, dated  as  of  August 1,
1940  (as   amended   and  supplemented, the "1940 Indenture"), the
Indenture  or  Deed of Trust, dated as of February 1, 1923 (as
amended  and  supplemented,  the "ISU 1923 Indenture")  and  the
Mortgage  and  Deed of Trust, dated as of September  1, 1993 (as
amended and supplemented, the "Mortgage")  and will not impair the
rights and powers of (a) any of the trustees  under  the  1940
Indenture,  the ISU 1923 Indenture,  the  Mortgage or the Company's
proposed Subordinated  Indenture (the "Subordinated Indenture"), or
(b)  the debtholders under the 1940 Indenture,  the  ISU  1923
Indenture, the Mortgage or the  Subordinated Indenture.
  
            The  Merger Agreement is filed as an  exhibit to  this
Current Report on Form 8-K and is incorporated herein  by
reference. The brief summary of certain 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.
  
  
              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 IES Industries Inc. Form  8-K,
                    filed November 17, 1995).
  

                             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.
  
  
  
Date:    November  21,  1995       By:  /s/  Richard A. Gabbianelli
                                             Richard A. Gabbianelli
                                             Controller & Chief Accounting
                                               Officer