SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-6B-2
Certificate of Notification
Certificate is filed by:
Wisconsin Power & Light Company ("WP&L")
222 West Washington Avenue
Madison, Wisconsin 53703
This certificate is notice that the above named company
has issued, renewed or guaranteed the security or securities
described herein which issue, renewal or guaranty was exempted
from the provisions of Section 6(a) of the Act and was neither
the subject of a declaration or application on Form U-1 nor
included within the exemption provided by Rule 48.
1. Type of security or securities: Debentures
2. Issue, renewal or guaranty: Issue.
3. Principal amount of each security: $60,000,000.
4. Rate of interest per annum of each security:
5.70% per annum.
5. Date of issue, renewal or guaranty of each
security: October 30, 1998.
6. If renewal of security, give date of original
issue: Not applicable.
7. Date of maturity of each security: October 15,
2008.
8. Name of the person to whom each security was
issued, renewed or guaranteed: (i) Merrill Lynch,
Pierce, Fenner & Smith Incorporated, (ii) Robert
W. Baird & Company Incorporated, and (iii) Legg
Mason Wood Walker, Incorporated
9. Collateral given with each security, if any: The
Debentures are general unsecured obligations of
WP&L and will rank on a parity with all other
unsecured and unsubordinated debt of WP&L.
10. Consideration received for each security:
$59,947,800.
11. Application of proceeds of each security: The net
proceeds from the sale of the Debentures will be
used to repay short-term debt which was incurred
by the Company to (i) retire at maturity
$8,899,000 aggregate principal amount of WP&L's
First Mortgage Bonds, Series L, 6 1/4%, due August
1, 1998 and (ii) finance utility construction
expenditures and other general corporate
expenditures.
12. Indicate by an "X" after the applicable statement
below whether the issue, renewal or guaranty of
each security was exempt from the provisions of
Section 6(a) because of:
a. the provisions contained in the first
sentence of Section 6(b):
b. the provisions contained in the fourth
sentence of Section 6(b):
c. the provisions contained in any rule of the
Commission other than Rule 48: X
13. If the security or securities were exempt from the
provisions of Section 6(a) by virtue of the first
sentence of Section 6(b), give the figures which
indicate that the security or securities aggregate
(together with all other then outstanding notes
and drafts of a maturity of nine months or less,
exclusive of days of grace, as to which such
company is primarily or secondarily liable) not
more than 5 per centum of the principal amount and
par value of the other securities of such company
then outstanding: Not applicable.
14. If the security or securities are exempt from the
provisions of Section 6(a) because of the fourth
sentence of Section 6(b), name the security
outstanding on January 1, 1935, pursuant to the
terms of which the security or securities herein
described have been issued: Not applicable.
15. If the security or securities are exempt from the
provisions of Section 6(a) because of any rule of
the Commission other than Rule 48, designate the
rule under which exemption is claimed: Rule 52.
Date: November 9, 1998 WISCONSIN POWER & LIGHT COMPANY
By: /s/ Erroll B. Davis, Jr.
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Name: Erroll B. Davis, Jr.
Title: Chief Executive Officer
