WPL HOLDINGS INC, 10-Q, 1995-10-30

WPL HOLDINGS INC
10-Q, 1995-10-30
ELECTRIC & OTHER SERVICES COMBINED

Previous: VALUE LINE US GOVERNMENT SECURITIES FUND INC, N-30D, 1995-10-30

Next: FIRST INVESTORS GLOBAL FUND INC, 497, 1995-10-30

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
X THE SECURITIES EXCHANGE ACT OF 1934
------
For the quarterly period ended September 30, 1995

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

For the transition period from ____________ to ____________

Commission file number 1-9894

WPL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

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

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

Registrant's telephone number, including area code 608-252-3311

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

YES X NO
-------- --------

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Common Stock Outstanding at September 30, 1995: 30,773,588 shares

<PAGE>
CONTENTS

PAGE
PART I. Financial Information:

Consolidated Financial Statements of WPL Holdings, Inc.

Consolidated Balance Sheets as of September 30, 1995
and 1994 and December 31, 1994 . . . . . . . . . . . . . . . 2

Consolidated Statements of Income for the Three and Nine
Months Ended September 30, 1995 and 1994 . . . . . . . . . . 4

Consolidated Statements of Cash Flows - Nine
Months Ended September 30, 1995 and 1994 . . . . . . . . . . 5

Notes to Consolidated Financial Statements . . . . . . . . . 6

Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . 7

PART II. Other Information . . . . . . . . . . . . . . . . . . . . . . 15

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 16

Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . 17

<PAGE>

WPL HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets

September 30, September 30, December 31,
1995 1994 1994
(Thousands of Dollars)
ASSETS
UTILITY PLANT:
Plant in service--
Electric . . . . . . 1,663,194 1,583,959 1,611,351
Gas . . . . . . . . . 212,475 200,241 204,514
Water . . . . . . . . 22,192 21,397 22,070
Common . . . . . . . 130,954 112,541 123,254
----------- ----------- -----------
2,028,815 1,918,138 1,961,189
Dedicated
decommissioning
funds . . . . . . . . 66,559 51,903 51,791
----------- ------------ ------------
2,095,374 1,970,041 2,012,980
Less: Accumulated
provision for
depreciation . . . . . 869,343 808,046 808,853
------------ ----------- -----------
1,226,031 1,161,995 1,204,127

Construction work in
progress . . . . . . . 34,758 40,216 42,732
Nuclear fuel, net . . . 15,209 13,912 19,396
----------- ----------- -----------
Total utility
plant . . . . . . . 1,275,998 1,216,123 1,266,255
------------ ----------- -----------
OTHER PROPERTY AND
EQUIPMENT:
Other property and
equipment . . . . . . 163,371 144,490 145,586
Less: Accumulated
provision for
depreciation . . . . 26,504 21,044 22,356
----------- ----------- ----------
136,867 123,446 123,230

------------ ----------- ----------
INVESTMENTS . . . . . . . 12,098 12,169 12,320
------------ ----------- ----------
CURRENT ASSETS:
Cash and equivalents . 5,409 7,395 7,273
Net accounts
receivable and
unbilled revenue,
less allowance for
doubtful accounts
of $2,037 $1,669
and $1,964,
respectively . . . . . 71,581 73,866 71,465
Fossil fuel, at
average cost . . . . . 17,106 14,819 15,824
Materials and
supplies, at
average cost . . . . . 20,819 22,438 21,618
Gas in storage, at
average cost . . . . . 8,244 10,409 7,975
Prepayments and
other . . . . . . . . 26,982 27,453 30,279
---------- ---------- ----------
Total current
assets . . . . . . 150,141 156,380 154,434
----------- ---------- ----------

Restricted cash 6,498 3,233 3,217
----------- ---------- ----------
DEFERRED CHARGES:
Regulatory
assets . . . . . . 144,503 144,673 144,476
Other . . . . . . . 98,865 95,981 101,970
----------- ----------- ------------
Total
deferred
charges . . . 243,368 240,654 246,446

TOTAL ASSETS . . . . . . $1,824,970 $1,752,005 $1,805,902
========= ========== ==========

The accompanying notes are an integral part of the consolidated
financial statements.

WPL HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets

September 30, September 30, December 31,
1995 1994 1994
(Thousands of Dollars)

CAPITALIZATION AND
LIABILITIES
COMMON SHAREOWNERS'
INVESTMENT:
Common stock, $.01
par value,
authorized--
100,000,000 shares;
issued and
outstanding--
30,773,588,
30,769,842 and
30,773,588 shares,
respectively . . . . . $308 $308 $308

Premium on capital
stock & capital
surplus . . . . . . . 307,349 303,402 304,442
Reinvested earnings 293,794 294,669 293,048
---------- ---------- ---------
601,451 598,379 597,798

PREFERRED STOCK NOT
MANDATORILY
REDEEMABLE:

Cumulative, without
par value,
authorized
3,750,000 shares
maximum aggregate
stated value
$150,000,000;
Cumulative,
without par
value, $100
stated value;
449,765 shares
outstanding . . . . 44,977 44,977 44,977
Cumulative, without
par value, $25
stated value;
559,630 shares
outstanding . . . . . 14,986 14,986 14,986
---------- ---------- -----------
Total preferred
stock . . . . . . . . 59,963 59,963 59,963
LONG TERM DEBT, NET . . . 427,108 425,304 448,110
----------- ----------- -----------
Total
capitalization . . . 1,088,522 1,083,646 1,105,871
---------- ---------- ----------

CURRENT LIABILITIES:

Current maturities
of long-term debt . . 5,766 1,516 2,832
Variable rate demand
bonds . . . . . . . . 56,975 56,975 56,975
Short-term debt . . . . 89,885 80,091 64,501
Accounts payable . . . 74,130 55,048 71,949
Accrued payroll and
vacation . . . . . . . 15,709 16,383 17,357
Accrued taxes . . . . . 7,605 7,135 6,395
Accrued interest . . . 6,409 6,771 9,138
Other . . . . . . . . . 24,927 20,116 21,925
---------- ---------- -----------
Total current
liabilities . . . . 281,406 244,035 251,072
---------- ---------- -----------

OTHER CREDITS:
Accumulated deferred
income taxes . . . . . 230,267 213,231 224,049
Accumulated deferred
investment tax
credits . . . . . . . 39,321 41,240 40,758
Accrued
environmental
remediation costs . . 78,454 79,311 79,280
Other . . . . . . . . . 107,000 90,542 104,871
--------- --------- ----------
Total other
credits . . . . . . 455,042 424,324 448,958
--------- --------- ---------
TOTAL CAPITALIZATION
AND LIABILITIES . . . . $1,824,970 $1,752,005 $1,805,901
=========== =========== ===========

The accompanying notes are an integral part of the consolidated
financial statements.

WPL HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Income

Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994

(In Thousands of Dollars Except for
Per Share Data)

OPERATING REVENUES:
Electric . . . . . . . $154,939 $137,873 $412,183 $400,341
Gas . . . . . . . . . . 14,285 22,628 94,003 112,333
Fees, rents and other . 32,195 38,342 103,270 106,072
-------- -------- -------- --------
201,419 198,843 609,456 618,746
-------- -------- -------- --------
OPERATING EXPENSES:
Electric production
fuels . . . . . . . . 30,660 29,385 88,271 94,317
Purchased power . . . . 18,571 12,793 36,017 30,720
Purchased gas . . . . . 8,860 15,135 57,017 74,181
Other operation . . . . 61,906 69,819 197,546 199,228
Maintenance . . . . . . 9,793 9,406 32,841 31,165
Depreciation and
amortization . . . . 22,364 20,627 65,869 61,661
Taxes other than income 8,187 8,163 26,858 25,850
-------- -------- -------- --------
160,341 165,328 504,419 517,122
-------- -------- -------- --------
NET OPERATING INCOME . . 41,078 33,515 105,037 101,624
------- -------- -------- --------
OTHER INCOME AND
(DEDUCTIONS):
Allowance for equity
funds used during
construction . . . . . 454 661 1,176 1,791
Other, net . . . . . . 1,515 1,323 1,409 6,440
-------- -------- --------- --------
1,969 1,984 2,585 8,231

INCOME BEFORE INTEREST
EXPENSE . . . . . . . . 43,047 35,499 107,622 109,855
-------- --------- --------- --------
INTEREST EXPENSE:
Interest on debt . . . 9,749 10,344 30,207 29,038
Allowance for borrowed
funds used during
construction (credit) (152) (285) (393) (719)
--------- --------- ---------- --------
9,597 10,059 29,814 28,319
-------- --------- -------- -------
INCOME BEFORE INCOME TAXES 33,450 25,440 77,808 81,536

INCOME TAXES . . . . . . 11,913 9,303 28,024 27,072

PREFERRED STOCK DIVIDENDS
OF SUBSIDIARY . . . . . 828 828 2,483 2,483
-------- --------- --------- --------
NET INCOME . . . . . . . $20,709 $15,309 $47,301 $51,981
========= ======== ======== ========
EARNINGS PER SHARE OF
COMMON STOCK . . . . . . $0.68 $0.50 $1.54 $1.70
======= ======= ====== ======
CASH DIVIDENDS PER SHARE
OF COMMON STOCK . . . . $0.485 $0.480 $1.455 $1.440
======= ======= ======= =======

WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING . . . 30,774 30,758 30,774 30,637
======= ======= ======== =======

The accompanying notes are an integral part of the consolidated
financial statements.

WPL HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS

Nine Months Ended
September 30,
1995 1994
(Thousands of Dollars)
Cash flows from (used for) operating
activities:
Net Income . . . . . . . . . . . . $47,301 $51,981
Adjustments to reconcile net income
to net cash from operating
activities:
Depreciation and amortization . . 65,869 57,619
Deferred income taxes . . . . . . 8,420 10,730
Amortization of nuclear fuel . . 5,569 4,738
Allowance for equity funds used
during construction . . . . . . (1,176) (1,791)
Investment tax credit restored . (1,437) (1,445)
Changes in assets and liabilities:
Net accounts receivable and
unbilled revenues . . . . . . . 2,234 (909)
Coal . . . . . . . . . . . . . . (1,282) 1,223
Materials and supplies . . . . . 799 7,994
Gas in storage . . . . . . . . . (269) (1,655)
Prepayments and other . . . . . . 3,297 (4,202)
Accounts payable and accruals . . (17,128) (23,146)
Accrued taxes . . . . . . . . . . 1,210 7,705
Other, net . . . . . . . . . . . 3,948 (16,241)
---------- -----------
Net cash from operating
activities . . . . . . . . . 117,355 92,601
---------- -----------

Cash flows from (used for) financing
activities:
Long-term debt maturities,
redemptions and sinking fund
requirements . . . . . . . . . . . (124) 886
Net change in short term debt . . . 40,316 (11,811)
Retirement of first mortgage bonds (17,990) -
Common stock cash dividends, less
dividends reinvested . . . . . . (44,775) (41,938)
Other, net . . . . . . . . . . . . 1,128 5,371
--------- ---------
Net cash (used for) financing
activities . . . . . . . . . . (21,445) (47,492)
--------- ---------
Cash flows from (used for) investing
activities:

Additions to utility plant,
excluding AFUDC . . . . . . . . . (57,945) (54,699)
Allowance for borrowed funds used
during construction . . . . . . . (393) (719)
Dedicated decommissioning funding . (14,768) (2,100)
Purchase of other property and
equipment . . . . . . . . . . . . (22,536) (6,376)
Restricted bond proceeds. - 6,712
Other, net . . . . . . . . . . . . (2,132) -
---------- ---------
Net cash (used for) investing
activities . . . . . . . . . . . (97,774) (57,182)
---------- ---------
Net increase (decrease) in cash and
equivalents . . . . . . . . . . . . (1,864) (12,073)
Cash and equivalents at beginning of
period . . . . . . . . . . . . . . . 7,273 19,468
--------- ----------
Cash and equivalents at end of period $5,409 $7,395
======== ========

Supplemental disclosures of cash flow
information:
Cash paid during the period for:
Interest on debt . . . . . . . . $26,164 $29,417
Preferred stock dividends of
subsidiary . . . . . . . . . . . $2,483 $2,483
Income taxes . . . . . . . . . . $11,598 $21,550

Noncash financing activities:
Dividends reinvested . . . . . . . - 9,437

The accompanying notes are an integral part of the consolidated
financial statements.

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. The consolidated financial statements included herein have been
prepared by WPL Holdings, Inc. (the "Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. The consolidated financial statements include the Company
and its consolidated subsidiaries including Wisconsin Power and Light
Company ("WPL"). These financial statements should be read in
conjunction with the financial statements and the notes thereto
included in the Company's latest annual report on Form 10-K.

In the opinion of the Company, the consolidated interim financial
statements reflect all adjustments necessary to fairly state the
results of operations for the interim periods presented. However,
because of the seasonal nature of the Company's operations, the
results shown for portions of a year are not indicative of annual
results.

2. On September 14, 1995, WPL received an order from the Public Service
Commission of Wisconsin (PSCW) authorizing the sale of up to $60
million of long-term debt securities. It is currently anticipated
that WP&L will make an offering of the long-term debt securities late
in 1995 or early in 1996. WPL intends to use the net proceeds from
the sale of these securities first to repay short-term debt which was
incurred in June 1995 to repurchase in private transactions $18
million aggregate principal amount of WPL's 9.30% first mortgage
bonds, Series V, due December 1, 2025. The remainder of the net
proceeds will be used to repay other short-term debt incurred by WPL
to finance utility construction expenditures and for general corporate
purposes.

3. In March 1995, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and Long-Lived
Assets to be Disposed Of." This statement imposes stricter criteria
for regulatory assets by requiring that such assets be probable of
future recovery at each balance sheet date. The Company anticipates
adopting this standard on January 1, 1996 and does not expect that
adoption will have a material impact on the financial position or
results of operations of the Company based on the current regulatory
structure in which the Company operates. This conclusion may change
in the future as competitive factors influence wholesale and retail
pricing in this industry.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1995 VS. SEPTEMBER 30, 1994:

OVERVIEW

The Company reported consolidated third quarter net income of $20.7
million compared to $15.3 million for the same period in 1994. The
increase in earnings primarily reflects an increase in earnings from the
Company's utility subsidiary, WPL. Weather-driven electric sales growth
and reduced electric production fuel costs per kWh increased electric
margins by $6.0 million after-tax compared to third quarter 1994.
Partially offsetting the higher electric margin was a $1.2 million after-
tax reduction in gas margin and a $1.0 million addition to depreciation
expense attributable to greater investment in utility plant.

<TABLE>
Electric Operations
<CAPTION>
Revenues and Costs
kWhs Sold, Generated Per kWh Sold
Revenues and Costs % and Purchased (In % Generated and Customers at
(In Thousands) Change Thousands) Change Purchased End of Quarter
1995 1994 1995 1994 1995 1994 1995 1994

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Residential and
Farm $55,870 $48,549 15% 843,617 704,441 20% 0.066 0.069 330,229 323,499
Industrial 36,497 35,764 2% 1,001,149 949,739 5% 0.036 0.038 791 765
Commercial 28,704 27,086 6% 502,534 458,223 10% 0.057 0.059 44,575 43,570
Other 33,868 26,474 28% 1,013,174 671,445 51% 0.033 0.039 1,584 1,549
------- ------- ----- --------- --------- ---- ------ ----- ------- -------
Total $154,939 $137,873 12% 3,360,474 2,783,848 21% 0.046 0.050 377,179 369,383
======== ======= ==== ========= ========= ==== ===== ===== ======= =======
Electric
production fuels $30,660 $29,385 4% 2,567,704 2,282,831 12% 0.012 0.013
========= ========= ==== ===== =====

Purchased Power $18,571 $12,793 45% 807,434 636,345 27% 0.023 0.020
-------- ------- ---- ======= ======= ==== ====== =====

Margin $105,708 $95,695 10%
======== ======= ====
</TABLE>

Electric margin increased 10% in the third quarter of 1995 compared to
the third quarter of 1994 primarily from higher sales resulting from
favorable summer weather coupled with reduced electric production fuels
cost per kWh. Additionally, growth among all customer classes remained
strong due to favorable economic conditions in WPL's service territory.
Partially offsetting the increased sales was a 2.8% decrease in retail
electric rates effective January 1, 1995.

Electric production fuels per kWh were reduced through lower coal
costs. Purchased power costs per kWh were greater in third quarter 1995
as a result of competitive pricing of energy during the periods of
high demand.

<TABLE>
Gas Operations
<CAPTION>

Therms Sold and Revenues and Costs
Revenues and Costs % Purchased % per Therms Sold and Customers at
(In Thousands) Change (In Thousands) Change Purchased End of Quarter

1995 1994 1995 1994 1995 1994 1995 1994

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Residential $5,177 $6,643 -22% 7,761 7,127 9% 0.667 0.932 127,428 123,075
Firm 3,474 4,917 -29% 7,433 7,024 6% 0.467 0.700 15,698 15,313
Interruptible 357 1,873 -81% 1,134 5,292 -79% 0.315 0.354 226 262
Other 5,277 9,195 -43% 36,735 38,370 -4% 0.144 0.240 255 199
------ ------- ----- ------ ------ ----- ----- ----- ------ -------
Total $14,285 $22,628 -37% 53,063 57,813 -8% 0.269 0.391 143,607 138,849
======= ======= ===== ====== ====== ==== ===== ===== ======= =======
Purchased Gas $8,860 $15,135 -41% 47,839 57,645 -17% 0.185 0.263
------- ------- ----- ===== ====== ===== ===== =====

Margin $5,425 $7,493 -28%
====== ======= ======
</TABLE>

Gas margin decreased 28% during the third quarter of 1995 compared to
the third quarter of 1994. The decline in purchased gas cost per therm was
passed on to customers causing a reduction in gas revenues for the period.
Customer growth continued from the solid economic conditions in WPL's
service territory.

Fees, Rents and Other Operating Revenues ("Other Revenues")

Energy consulting service revenues declined as a result of softness in
the energy conservation consulting market. (Also see: Liquidity and
Capital Resources, page 14, "Heartland Development Corporation").

Other Operation Expense

The decrease in other operation expense reflects the decline in the
energy conservation consulting business and the reduction in work force
and related salary expense resulting from WPL's reengineering efforts.

Depreciation and Amortization

Depreciation and amortization expense increased primarily reflecting
increased property additions.

Income Taxes

Income taxes increased between third quarters primarily resulting from
higher taxable income.

NINE MONTHS ENDED SEPTEMBER 30, 1995 VS. SEPTEMBER 30, 1994:

OVERVIEW

The Company reported consolidated net income for the nine months ended
September 30, 1995 of $47.3 million compared to $52.0 million for the nine
months ended September 30, 1994. Earnings per share declined to $1.54 for
the first nine months of 1995 compared to $1.70 for the same period in
1994. The decrease in earnings primarily reflects a decrease in earnings
for the Company's utility subsidiary, WPL.

Year to date 1995 net income was lower than 1994 primarily due to a
$4.9 million after-tax 1994 reversal of a reserve which represented a
penalty assessment by the PSCW relating to the administration of a coal
contract. Year to date 1994 operations expense included $1.5 million
after-tax for severance and early retirement programs. Operational
factors reducing comparative net income included a slight decline in gas
margin and higher expenses for depreciation and interest in the first nine
months of 1995. Partially offsetting these declines was an $7.5 million
after-tax increase in electric margin resulting from favorable summer
weather and economic growth in all customer classes during the 1995
period.

The Company's nonregulated business operations incurred a loss for the
nine months ended September 30, 1995 which negatively impacted earnings by
8 cents per share. While the environmental and affordable housing areas
have met expectations, the energy conservation consulting market continued
to soften. The Company has restructured these businesses and is currently
exploring options to exit the energy conservation consulting business.

<TABLE>
Electric Operations
<CAPTION>

Revenues and
kWhs Sold, Generated Costs Per kWh
Revenues and Costs % and Purchased (In % Sold Generated Customers at
(In Thousands) Change Thousands) Change and Purchased End of Quarter
1995 1994 1995 1994 1995 1994 1995 1994

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Residential
and Farm $151,007 $145,905 3% 2,235,479 2,094,068 7% 0.068 0.070 330,229 323,499
Industrial 104,133 103,753 0% 2,875,918 2,772,563 4% 0.036 0.037 791 765
Commercial 77,161 76,691 1% 1,335,877 1,279,703 4% 0.058 0.060 44,575 43,570
Other 79,882 73,992 8% 2,355,198 2,012,802 17% 0.034 0.037 1,584 1,549
------- -------- ---- --------- --------- ---- ----- ----- ------- -------
Total $412,183 $400,341 3% 8,802,472 8,159,136 8% 0.047 0.049 377,179 369,383
======== ======== ==== ========= ========= ==== ===== ===== ======= =======
Electric
production
fuels $88,271 $94,317 -6% 7,417,592 7,095,482 5% 0.012 0.013
========= ========= ==== ===== =====
Purchased Power $36,017 $30,720 17% 1,715,015 1,404,289 22% 0.021 0.022
------- ------- ---- ========= ========= === ===== =====
Margin $287,895 $275,304 5%
======= ======= ====

</TABLE>

Electric margin increased 5% for the nine months ended September 30,
1995 compared to the same period in 1994. Kilowatthour sales increased 8%
due to favorable weather conditions, customer growth and bulk-power market
trading . Partially offsetting the increased sales was a 2.8% decrease in
retail electric rates effective January 1, 1995.

Lower electric fuel costs and purchased power costs per kWh resulting
from successful procurement strategies improved the overall margin.

<TABLE>
Gas Operations
<CAPTION>

Therms Sold and Revenues and Costs
Revenues and Costs % Purchased % per Therms Sold and Customers at
(In Thousands) Change (In Thousands) Change Purchased End of Quarter
1995 1994 1995 1994 1995 1994 1995 1994

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Residential $44,740 $51,733 -14% 81,555 85,526 -5% 0.549 0.605 127,428 123,075
Firm 25,090 30,977 -19% 59,332 64,113 -7% 0.423 0.483 15,698 15,313
Interruptible 2,134 6,181 -65% 7,235 17,054 -58% 0.295 0.362 226 262
Other 22,039 23,442 -6% 132,047 112,342 18% 0.167 0.209 255 199
------- -------- ----- ------- ------- ---- ----- ----- ------ ------
Total $94,003 $112,333 -16% 280,169 279,035 0% 0.336 0.403 143,607 138,849
======= ======== ===== ======= ======= === ===== ===== ======= =======
Purchased Gas $57,017 $74,181 -23% 256,339 280,202 -9% 0.222 0.265
------- -------- ----- ======= ======= ==== ====== ======
Margin $36,986 $38,152 -3%
======= ======= ====

</TABLE>

Gas margin decreased 3% for the nine months ended September 30, 1995
compared to the same period in 1994. Less favorable weather conditions
and a decline in purchased gas cost per therm which was passed on to
customers caused a 16% reduction in gas revenues for the period. Customer
growth remained strong due to favorable economic conditions in WPL's
service territory.

Fees, Rents and Other Operating Revenues ("Other Revenues")

Environmental services revenues increased as a result of higher demand
for environmental consulting services, however, margins as a percentage of
revenue decreased in response to greater competition. Energy consulting
service revenues declined as a result of softness in the energy
conservation consulting market. (Also see: Liquidity and Capital
Resources, page 12, "Heartland Development Corporation").

Other Operation Expense

The decrease in other operation expense reflects the decline in energy
consulting service business resulting from the softness in the energy
conservation consulting market.

Maintenance

Maintenance expense increased for the year to date compared to last year
due to more extensive refueling and maintenance overhaul at the Kewaunee
Nuclear Plant ("Kewaunee"). (Also, see: Liquidity and Capital Resources,
page 12, "Other")

Depreciation and Amortization

Depreciation and amortization expense increased primarily reflecting
increased property additions.

Income Taxes

Income taxes increased for the nine month period ended September 30,
1995 primarily due to higher taxable income.

LIQUIDITY AND CAPITAL RESOURCES

Financing and Capital Structure

The level of short-term borrowing fluctuates based primarily on seasonal
corporate needs, the timing of long-term financing and capital market
conditions. To maintain flexibility in its capital structure and to take
advantage of favorable short-term rates, the Company also uses proceeds
from the sales of WPL's accounts receivable and unbilled revenues to
finance a portion of its long-term cash needs.

The Company's capitalization at September 30, 1995, including the
current maturities of long-term debt, variable rate demand bonds and
short-term debt, consisted of 52 percent common equity, 5 percent
preferred stock and 43 percent long-term debt.

Capital Expenditures

The Company's liquidity is primarily determined by the level of cash
generated from operations and the funding requirements of WPL's ongoing
construction and maintenance programs and Heartland Development
Corporation's ("HDC") capital requirements for future acquisitions and
development of affordable housing. Cash flows from operating activities,
after dividends paid, provided approximately $73 million and $67 million
for the nine months ended September 30, 1995 and 1994, respectively. The
Company finances its construction expenditures through internally
generated funds supplemented, when required, by outside financing. (see:
Note 2 in the "Notes to Financial Statements," page 6). Construction
expenditures for the nine months ended September 30, 1995 were $98
million. The estimated construction expenditures for the remainder of
1995 are $52 million.

The expenditures for the decommissioning of Kewaunee are estimated to
begin in 2014. It is anticipated that expenditures related to the actual
decommissioning of the plant will occur between 2014 and 2021 of which
WPL's share, in terms of future dollars, approximates $581 million. An
additional $435 million related to the storage of spent nuclear fuel on
site and other maintenance of the site will likely occur from 2022 to
2050. WPL currently expects to have the cost collected through electric
rates and funded in an external trust by 2013. Therefore, such
expenditures are not expected to have a direct impact on the Company's
liquidity or the availability of capital resources.

Industry Outlook

The PSCW has recently opened a formal docket initiating an inquiry into
the goals of Wisconsin utility regulation and identification of
alternative forms of regulation. WPL has submitted its views which, in
summary form, call for open access to transmission and distribution
systems and a competitive power generation marketplace. It is not
possible at this time to predict the outcome of these proceedings.

The Federal Energy Regulatory Commission (FERC) is developing regulation
which will begin to provide open access to utility's transmission
facilities for wholesale customers subject
to certain approved FERC tariffs. WPL believes its existing open access
tariffs position it well to compete under such market conditions.

Other

The Company's Form 10-Q for the quarter period ended March 31, 1995, at
Part I, "Other", Page 10, reported the shutdown of Kewaunee on April l,
1995 for scheduled maintenance, refueling and related steam generator
matters. Wisconsin Public Service Corporation is the operator and 41.2%
owner of Kewaunee which is owned jointly with WPL and Madison Gas and
Electric Company which own 41% and 17.8%, respectively.

During the shutdown, inspection of the steam generators revealed higher
levels of tube degradation than was anticipated. Continued use of
degraded tubes raises concerns regarding primary-to-secondary leakage of
reactor coolant. Thus, the degraded tubes were removed from service by
plugging. Tube plugging and the build-up of deposits on the tubes affect
the heat-transfer capability of the steam generators to the point where
eventually full-power operation is affected. Prior to the recent
shutdown, the equivalent of approximately 12% of the tubes in the steam
generators were plugged with no loss of capacity. When the plant was
returned to service on May 18, 1995, 21% of the tubes were plugged,
resulting in a capacity reduction of 3.8% during the plant's current
operating cycle which extends into the fall of 1996. Thus, net plant
output has been reduced from 525 megawatts to approximately 510 megawatts.
Although preliminary estimates indicated slightly increased maintenance
and purchased power expense as reported in the Company's Form 10-Q for the
quarter ended March 31, 1995, revised estimates indicate that during 1995
additional expenses related to recent steam generator plugging likely will
be offset by reduced nuclear expenses in other areas and, therefore,
should not affect earnings significantly. WPL with its joint partners
continue the study of tube repair alternatives.

See Part I, Item 1. Business - Electric Operations - Kewaunee Nuclear
Power Plant in the Company's Form 10-K for the year ended December 31,
1994 for additional background on this matter.

Heartland Development Corporation

In addition to its investment in affordable housing, Heartland
Properties Incorporated, a subsidiary of HDC, continues to market its
affordable housing expertise by expanding its business to provide
assistance to other corporate/public investors in their development,
operation and financing of affordable housing projects. HDC continues to
examine options associated with the sale of part or all of its energy
conservation consulting business.

PART II--OTHER INFORMATION

Item 1. Legal Proceedings

On July 20, 1995 the City of Beloit ("Beloit") filed a suit against
WPL in the Circuit Court of Rock County, Wisconsin alleging that based on
negligence, nuisance and trespass WPL caused damage to Beloit through the
contamination of property owned by Beloit as a result of the historical
operation of manufactured gas plants on the property prior to Beloit's
acquisition of the property. The suit seeks damages equal to the cost of
cleaning up the property, for decrease in the value of the property and to
compensate Beloit for lost development opportunities for the property as
well as consequential damages and costs of the action.

Beloit and WPL entered into a Stipulation upon which the Court issued
an Order staying further proceedings in the action pending further
environmental investigation of the property and pending WPL's
determination of the extent of liability insurance coverage for the
claims.

The probability is remote that this will have a material adverse
impact on the Company's financial condition.

Item 6. Exhibits and Reports on Form 8-K

1. Exhibits:

3A Amendments to By-Laws of the Company

3B By-Laws of the Company as revised June 22, 1995

27 Financial Data Schedule

2. Reports on Form 8-K: None

<PAGE>

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.

WPL Holdings, Inc.

October 26, 1995 /s/ Edward M. Gleason
Edward M. Gleason, Vice President,
Treasurer, and Corporate Secretary
(principal financial officer)

October 26, 1995 /s/ Daniel A. Doyle
Daniel A. Doyle, Controller and Treasurer,
Wisconsin Power and Light Company
(principal accounting officer)

<PAGE>

EXHIBIT INDEX

Exhibit
No. Description

3A Amendments to By-Laws of the Company

3B By-Laws of the Company as revised June 22, 1995

27 Financial Data Schedule

Amendments to the By-Laws of
WPL Holdings, Inc.
(Effective June 22, 1995)

1. Section 1 of Article IV was amended in its entirety to
provide as follows:

Section 1 - The number of Directors constituting the Board of
Directors shall be a minimum of seven (7) and a maximum of thirteen (13).
Whenever a vacancy(ies) occurs on the Board of Directors such that there
are less than seven (7) Directors remaining, the remaining Directors shall
constitute the Board of Directors until the vacancy(ies) are filled by a
vote of the majority of the Directors remaining in office, even if less
than a quorum, said vacancy(ies) to be filled as soon as reasonably
possible. When there are seven (7) or more Directors and a vacancy
occurs, including a vacancy created by an increase in the number of
Directors, it shall be filled or not filled at the discretion of the Board
of Directors. The Board may elect a Chairperson of the Board, who may be
the same person as the Chief Executive Officer or the President.

2. Section 2 of Article IV was amended in its entirety to
provide as follows:

Section 2 - No person who has attained 70 years of age shall be
eligible for election or reelection to the Board of Directors. Any
Director who has attained 70 years of age shall resign from the Board of
Directors effective as of the next Annual Meeting of Shareowners. Except
for the Chief Executive Officer, any Officer or employee of the Company
serving as a Director who retires, resigns or is removed or terminated
from his or her office or employment with the Company shall simultaneously
resign from the Board of Directors. In the event the CEO resigns or
retires from his or her office or employment with the Company, he or she
shall simultaneously submit his or her resignation from the Board of
Directors if requested by the Nominating Committee. In the event that the
CEO is removed from his or her office by the Board of Directors, or is
involuntarily terminated from employment with the Company, he or she shall
simultaneously submit his or her resignation from the Board of Directors.
Any Director who is unavailable for reasonably regular attendance at the
meetings of the Board shall resign as a Director.

3. Section 1 of Article VI was amended in its entirety to
provide as follows:

Section 1 - The Board of Directors shall elect a Chief Executive
Officer, a President, such number of Vice Presidents with such
designations as the Board of Directors at the time may decide upon, a
Secretary, a Treasurer and a Controller. The same person may
simultaneously hold more than one office. The Board of Directors in its
discretion may also elect one or more Assistant Secretaries, one or more
Assistant Treasurers, one or more Assistant Controllers, and such other
Officers as may from time to time be provided for by the Board of
Directors. All Officers unless sooner removed shall hold their respective
offices until their successors, willing to serve, shall have been elected
but any Officer may be removed from office at any time at the pleasure of
the Board of Directors. All Officers shall be bonded in such form, in
such amounts, and with such sureties as determined by the Board of
Directors.

BYLAWS OF

WPL HOLDINGS, INC.

Revised At June 22, 1995

ARTICLE I

Seal

The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Wisconsin".

ARTICLE II

Stocks and Transfers

Section 1 - Each holder of fully paid stock shall be entitled to a
certificate or certificates of stock, stating the number of shares owned
by such shareowner and the designation of the Class and Series in which
issued. All stock certificates shall be signed by the President or the
Vice President and by the Secretary of the Company, and be sealed with the
corporate seal of the Company, which seal may be facsimile, engraved or
printed. If and when a Transfer Agent and/or a Registrar shall have been
appointed by the Board with respect to the shares of any class of stock,
or series thereof, of the Company, the certificates representing such
shares shall also be countersigned by such Transfer Agent and/or
countersigned and registered by such Registrar, as the case may be.
Certificates which have been countersigned by a Transfer Agent and
countersigned and registered by a Registrar, in both cases duly appointed
by the Board of Directors for such purpose, may bear the signatures of the
President or the Vice President and the Secretary of the Company in
facsimile, engraved or printed; provided, that no certificate bearing the
facsimile signatures of the Officers of the Company shall be valid or
effective for any purpose unless and until it shall have been so
countersigned and registered. In case any such Officer who has signed any
stock certificate, or whose facsimile signature has been placed thereon,
shall have ceased to be such Officer before such certificate is issued,
such certificate may be issued by the Company with the same effect as if
such Officer had not ceased to be such at the date of its issue.

Section 2 - The stock of the Company shall be divided into such
Classes, with such relative rights and preferences, as shall be provided
by the Articles of Organization of the Company as the same may from time
to time be amended in accordance with the laws of Wisconsin.

Section 3 - Shares of stock shall be transferable only on the books
of the Company; and upon proper endorsement and surrender of the
outstanding certificates representing the same. Subject to such
conditions as the Board of Directors may, by Resolution, establish: (a)
If an outstanding certificate of stock shall be lost, destroyed or stolen,
the holder thereof may have a new certificate issued, upon producing
evidence satisfactory to the Officers of the Company, of such loss,
destruction or theft; and upon furnishing to the Company a bond of
indemnity, surety bond, or such other assurance as the Officers may
require. (b) Where any outstanding certificates of stock are deemed
abandoned by the holder thereof, pursuant to the unclaimed property or
escheatment laws of any state having jurisdiction thereof, the Officers of
the Company are authorized and directed to cause the transfer and delivery
of said certificates or to cause the issuance of replacement certificates,
to such person or persons as may be entitled thereto in accordance with
such escheatment laws.

Section 4 - Transfer books may be closed by order of the Board of
Directors for short periods, not exceeding forty days at any one time, for
any legal purpose, as the Board of Directors shall deem advisable.

ARTICLE III

Meetings of Shareowners

Section 1 - The Annual Meeting of the Shareowners shall be held on
the fourth Wednesday in May of each year (or if such day be a legal
holiday in Wisconsin, then upon the following day); or on such other day
of each year as the Board of Directors may determine. Each such meeting
shall be held at the hour of 10:00 o'clock A.M. at the office of the
Company in Madison, Wisconsin, unless the Board of Directors shall
otherwise order. The Annual Meeting shall be held for the purposes of
electing Directors, selecting the Company's independent auditors and of
transacting such other business as may properly come before the meeting.

Section 2 - Special Meetings of the shareowners may be called by the
Chairperson of the Board; the Chief Executive Officer; or by the Board of
Directors; or by the Secretary when requested by the owners of shares of
outstanding voting stock having in the aggregate a number of votes at
least equal to one-fifth of the aggregate number of votes possessed by all
such owners; or in such other manner as may be provided by statute.

Section 3 - Notice of the time and place of each Annual or Special
Meeting of Shareowners shall be sent by mail to the recorded address of
each shareowner not less than ten days before the date of the meeting,
except in cases where other special method of notice may be required by
statute, in which case the statutory method shall be followed. The notice
of a special meeting shall state the object of the meeting. Notice of any
meeting of the shareowners may be waived by any shareowners.

Section 4 - At all meetings of shareowners, the representation of
owners of that number of shares of stock entitled to vote at such meeting
having in the aggregate a number of votes at least equal to a majority of
the aggregate number of votes entitled to vote at such meeting shall be
necessary to constitute a quorum for the transaction of any business,
other than (a) adjourning from time to time until a quorum shall be
obtained, or (b) adjourning sine die, and for any such adjournment a
majority vote of whatever shares of stock shall be represented shall be
sufficient.

Section 5 - The Chairperson of the Board when he or she is the Chief
Executive Officer, and when he or she is not the Chief Executive Officer
or in his or her absence or at his or her request the President, and in
the absence of both the Chairperson of the Board and the President then a
Vice President, and if no Vice President be in attendance at the meeting
then a Director selected by the Directors attending the meeting, or if no
selection is made then the Director in attendance with the longest tenure
in such office, shall preside at each meeting of shareowners, and the
Secretary of the Company shall act as Secretary of each shareowner
meeting.

Section 6 - Any shareowner having the right to vote at a meeting of
shareowners may exercise such right by voting in person or by proxy at
such meeting.

ARTICLE IV

Board of Directors

Section 3 - The Board of Directors may hold regular or special
meetings in or outside the State of Wisconsin.

Section 4 - Regular meetings of the Board of Directors shall be held
at such time and place and in such manner as may be determined by the
Board, at such hour as the notice of meeting may provide, but in no event
shall the Board meet less than once a year.

Section 5 - Special meetings of the Board may be called at any time
by the Chairperson, the Chief Executive Officer, or in the absence of the
Chairperson when Chief Executive Officer, by the President, or by a Vice
President when acting as Chief Executive Officer, or by any two Directors,
by mailing to each Director, not less than three days before the time of
such meeting, a written notice stating the time and place and manner of
holding such meeting.

Section 6 - (a) Any or all members of the Board of Directors, or any
committee thereof, may participate in a regular or special meeting by, or
to conduct the meeting through, the use of any means of communication by
which any of the following occurs:

1) All participating directors may simultaneously hear each
other during the meeting.

2) All communication during the meeting is immediately
transmitted to each participating director, and each
participating director is able to immediately send messages
to all other participating directors.

(b) If a meeting is conducted by the means of communication
described herein, all participating directors shall be
informed that a meeting is taking place at which official
business may be transacted.

(c) A director participating in a meeting by means of such
communication is deemed to be present in person at the
meeting.

Section 7 - Notice of any meeting of the Board may be waived by any
Director.

Section 8 - A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board, but a
fewer number may adjourn the meeting to some other day or sine die. The
person designated by Section 5 of Article III above shall preside at
meetings of the Board of Directors, and the Secretary shall act as
Secretary. The members of the Board who are Officers or employees of the
Company shall receive no separate fee for serving as a Director of the
Company. Other members of the Board shall be paid such fees as the Board
shall from time to time determine by resolution.

ARTICLE V

Committees

Section 1 - The Board of Directors may, by resolution passed by a
majority of the whole Board, designate from their number an Executive
Committee of such number, not less than three, as the Board may fix from
time to time. The Executive Committee may make its own rules of procedure
and shall meet where and as provided by such rules, or by resolution of
the Board of Directors. A majority of the members of the Committee shall
constitute a quorum for the transaction of business. During the intervals
between the meetings of the Board of Directors, the Executive Committee
shall have all the powers of the Board in the management of the business
and affairs of the Company, including power to authorize the seal of the
Company to be affixed to all papers which may require it, and, by majority
vote of all its members, exercise any and all such powers in such manner
as such Committee shall deem best for the interests of the Company, in all
cases in which specific directions shall not have been given by the Board
of Directors.

Section 2 - The Board of Directors may, by resolution passed by a
majority of the whole Board, designate from their number various
Committees from time to time as corporate needs may dictate. The
Committees may make their own rules of procedure and shall meet where and
as provided by such rules, or by resolution of the Board of Directors. A
majority of the members of the Committee shall constitute a quorum for the
transaction of business.

Section 3 - An Audit Committee is hereby established, and shall
consist of at least three (3) members all of whom shall be outside members
of the Board of Directors. The Chairperson and the members of the
Committee shall be elected annually by a majority vote of the members of
the Board of Directors. Vacancies on said Committee may be filled at any
time by action of the Board of Directors. Said Committee shall meet at
the call of any one of its members, but in no event shall it meet less
than once a year. Such meeting may be held on a day separate from or the
same as the regular monthly meeting of the Board of Directors. Subsequent
to each such Committee meeting, a report of the actions taken by such
Committee shall be made to the Board of Directors.

The functions of said Committee shall be to:

1. Recommend to the shareowners the independent auditors of the
Company.

2. Discuss with the independent auditors the scope of their audit.

3. Discuss with the independent auditors and the management the
Company's accounting principles, policies and practices and its
reporting policies and practices.

4. Discuss with the independent auditors the results of their audit.

5. Discuss with the independent auditors the adequacy of the
Company's or any of its subsidiaries accounting, financial and
operating controls.

6. Discuss with appropriate officers and staff the scope and results
of internal audits and initiate such accounting principles,
policies and practices, and reporting policies and practices as
it may deem necessary or proper.

7. Approve or disapprove annually, each defined group of non-audit
services performed by the independent auditors, which
consideration may occur before or after performance, giving due
regard to the possible effect of such performance upon the
independence of the independent auditors; and, if considered
prior to such performance, shall include a limitation upon the
magnitude of such services.

Section 4 - A Compensation and Personnel Committee is hereby
established. Said Committee shall consist of at least three (3) Directors
who are not and never have been officers, employees or legal counsel of
the Company. The Chairperson and the members of the Compensation and
Personnel Committee shall be elected annually by a majority vote of the
members of the Board of Directors. Vacancies on said Committee may be
filled at any time by action of the Board of Directors. The Committee
shall have the following powers and responsibilities:

1. Review and recommend to the Board new employee benefit plans
or changes, i.e. pension, life, hospital, disability, etc.

2. Review major provisions of any negotiated union contract
prior to or during negotiations.

3. Review and approve any executive officer employment
contracts.

4. Review human resource development programs.

5. Review management development programs.

6. Review the internal equity and external competitiveness of
all executive, management and salary pay grades.

7. Review and authorize salary adjustments for all management
payroll, and non-executive officers' pay grades as a group.
All salary ranges and performance for executive officers
shall be reviewed individually by the Committee.

8. Review as a group overall adjustments for all non-management
payroll salary grades.

9. Review personnel budgets.

Said Committee shall meet at such times as it determines, but at
least twice each year, and shall meet at the request of the Chief
Executive Officer, President or any Committee member. Such meeting may be
held on a day separate from or the same as the regular monthly meeting of
the Board of Directors. Subsequent to each such Committee meeting, a
report of the actions taken by such Committee shall be made to the Board
of Directors.

Section 5 - A Nominating Committee shall be established and shall
consist of at least three (3) members, all of whom shall be outside
members of the Board of Directors. The Chairperson and the members of the
Committee shall be elected annually by a majority vote of the members of
the Board of Directors. Vacancies on said Committee may be filled at any
time by action of the Board of Directors. Said Committee shall meet at
the call of any one of its members, but in no event shall it meet less
than once a year for the express purpose of recommending nominees for
election to the Board at the Annual Meeting of Shareowners.

The function of this Committee shall be to recommend to the Board of
Directors nominations for election to the Board of Directors and to review
the appropriateness of continued membership on the Board of present Board
members.

Section 6 - The Executive and other Committees shall keep regular
minutes of their proceedings and report the same to the Board when
required.

Section 7 - A majority of the members of a committee shall constitute
a quorum for the transaction of business at any meeting of a committee of
the Board, but a fewer number may adjourn the meeting to some other day or
sine die. Each committee shall arrange for the keeping of its own
minutes.

ARTICLE VI

Officers

Section 1 - The Board of Directors shall elect a Chief Executive
Officer, a President, such number of Vice Presidents with such
designations as the Board of Directors at the time may decide upon, a
Secretary, a Treasurer and a Controller. The same person may
simultaneously hold more than one such office. The Board of Directors in
its discretion may also elect one or more Assistant Secretaries, one or
more Assistant Treasurers, one or more Assistant Controllers, and such
other Officers as may from time to time be provided for by the Board of
Directors. All Officers unless sooner removed shall hold their respective
offices until their successors, willing to serve, shall have been elected
but any Officer may be removed from office at any time at the pleasure of
the Board of Directors. All Officers shall be bonded in such form, in
such amounts, and with such sureties as determined by the Board of
Directors.

Section 2 - Subject to the control of the Board of Directors the
Chief Executive Officer designated by the Board of Directors shall have
and be responsible for the general management and direction of the
business of the Company, shall establish the lines of authority and
supervision of the Officers and employees of the Company, shall have the
power to appoint and remove and discharge any and all agents and employees
of the Company not elected or appointed directly by the Board of
Directors, and shall assist the Board in the formulation of policies of
the Company. The Chairperson of the Board if Chief Executive Officer may
delegate any part of his or her duties to the President, or to one or more
of the Vice Presidents of the Company.

Section 3 - The Chairperson of the Board if not designated as the
Chief Executive Officer of the Company shall assist the Board in the
formulation of policies and may make recommendations therefore.
Information as to the affairs of the Company in addition to that contained
in the regular reports shall be furnished to him or her on request. He or
she may make suggestions and recommendations to the Chief Executive
Officer regarding any matters relating to the affairs of the Company and
shall be available for consultation and advice.

Section 4 - The President when he or she is not designated as and
does not have the powers of the Chief Executive Officer shall have such
other powers and duties as usually devolve upon the President of a Company
and such other and further powers and duties as may from time to time be
prescribed by the Board of Directors or be delegated to him or her by the
Chairperson of the Board. In the absence or inability of the Chairperson
of the Board to act as Chief Executive Officer the powers and duties of
the Chief Executive Officer shall temporarily devolve upon the President.

Section 5 - The Vice Presidents shall have such powers and duties as
may be prescribed for him or her by the Board of Directors and by the
Chief Executive Officer.

Section 6 - The Secretary shall attend all meetings of the Board of
Directors, shall keep a true and faithful record thereof in proper books
to be provided for that purpose, and shall be responsible for the custody
and care of the corporate seal, corporate records and minute books of the
Company, and of all other books, documents and papers as in the practical
business operation of the Company shall naturally belong in the office or
custody of the Secretary, or shall be placed in his or her custody by the
Chief Executive Officer or by the Board of Directors. He or she shall
also act as Secretary of all shareowners' meetings, and keep a record
thereof. He or she shall, except as may be otherwise required by statute
or by these bylaws, sign, issue and publish all notices required for
meetings of shareowners and of the Board of Directors. He or she shall be
responsible for the custody of the stock books of the Company and shall
keep a suitable record of the addresses of shareowners. He or she shall
also be responsible for the collection, custody and disbursement of the
funds received for dividend reinvestment. He or she shall sign stock
certificates, bonds and mortgages, and all other documents and papers to
which his or her signature may be necessary or appropriate, shall affix
the seal of the corporation to all instruments requiring the seal, and
shall have such other powers and duties as are commonly incidental to the
office of Secretary, or as may be prescribed for him or her by the Chief
Executive Officer or by the Board of Directors.

Section 7 - The Treasurer shall have charge of, and be responsible
for, the collection, receipt, custody and disbursement of the funds of the
Company, and shall deposit its funds in the name of the Company in such
banks, trust companies, or safety vaults as the Board of Directors may
direct, and shall keep a proper record of cash receipts and disbursements.
He or she may, in the absence of the Secretary and Assistant Secretaries
sign stock certificates. He or she shall be responsible for the custody
of such books, receipted vouchers and other books and papers as in the
practical business operation of the Company shall naturally belong in the
office or custody of the Treasurer, or shall be placed in his or her
custody by the Chief Executive Officer, or by the Board of Directors. He
or she shall sign checks, drafts, and other paper providing for the
payment of money by the Company for operating purposes in the usual course
of business, and shall have such other powers and duties as are commonly
incidental to the office of Treasurer, or as may be prescribed for him or
her by the Chief Executive Officer or by the Board of Directors.

Section 8 - The Controller shall be the principal accounting Officer
of the Company. He or she shall have general supervision over the books
of accounts of the Company. He or she shall examine the accounts of all
Officers and employees from time to time and as often as practicable, and
shall see that proper returns are made of all receipts from all sources.
All bills, properly made in detail and certified, shall be submitted to
him or her, and he or she shall audit and approve the same if found
satisfactory and correct, but he or she shall not approve any voucher
unless charges covered by the voucher have been previously approved
through work orders, requisition or otherwise by the head of the
department in which it originated, or unless he or she shall be otherwise
satisfied of its propriety and correctness. He or she shall have full
access to all minutes, contracts, correspondence and other papers and
records of the Company relating to its business matters, and shall be
responsible for the custody of such books and documents as shall naturally
belong in the custody of the Controller and as shall be placed in his or
her custody by the Chief Executive Officer or by the Board of Directors.
The Controller shall have such other powers and duties as are commonly
incidental to the office of Controller, or as may be prescribed for him or
her by the Chief Executive Officer or by the Board of Directors.

Section 9 - The Assistant Secretaries, Assistant Treasurers and
Assistant Controllers shall respectively assist the Secretary, Treasurer
and Controller of the Company in the performance of the respective duties
assigned to such principal Officer, and in assisting his or her principal
Officer each assistant Officer shall to that extent and for such purpose
have the same powers as his or her principal Officer. The powers and
duties of any such principal Officer shall temporarily devolve upon an
assistant Officer in case of the absence, disability, death, resignation
or removal from office of such principal Officer.

Section 10 - In the event of the untimely death or absence or
inability to act of the Chief Executive Officer, his or her powers and
duties shall devolve temporarily in the following manner: first, any
former Chief Executive Officer who is a member of the board, next, to the
Board member with the longest tenure on the Board. Within sixty (60)
days, the temporary Chief Executive Officer shall notify the outside
members of the Board of the absence or inability to act of the Chief
Executive Officer and shall convene a meeting of the outside members of
the Board, who shall act as a Committee. The Committee shall determine
and evaluate all the facts pertinent to the Chief Executive Officer's
absence or inability to act, and then make such recommendations to the
Board of Directors as it deems appropriate under the circumstances. The
Board of Directors shall meet and act upon said recommendations within
thirty (30) days following the determinations of said Committee.

ARTICLE VII

Cash Management

Section 1 - Deposits - The funds of the Company shall be deposited to
its credit in such banks or trust companies ("depositories") as the
Treasurer shall designate or in the manner provided in Paragraph 5 of
Section 2 of this Article. All deposits in any depository shall be made
initially to the general account of the Company and not to any special
account, fund or deposit. All special accounts, funds or deposits shall
be created and maintained solely by transfers of funds from the general
account.

Section 2 - Withdrawals and Check Signing -

1. Funds shall be withdrawn only by Company check or draft except:
(a) to effect transfers of funds between Company accounts
maintained at one or more depositories, (b) as provided in
paragraph 5 of this Section 2 and Section 3 of this Article, or
(c) as provided by resolution of the Board of Directors.

2. No debts shall be contracted except for current expenses unless
authorized by the Board of Directors or the Executive Committee,
and no invoices shall be paid by the Treasurer unless audited and
approved by the Controller or by a person or committee
specifically authorized by the Board of Directors or the
Executive Committee to audit and approve invoices for payment.

3. Checks, drafts and notes drawn on any account or deposit of the
Company shall be valid instruments when signed on behalf of the
Company by the President or the Treasurer. Instruments may be
signed by the facsimile signature of the President or the
Treasurer.

4. For the purposes of this Section, a facsimile signature of any
Officer of the Company shall mean a stamp or perforation of that
Officer's signature. Each depository is authorized to honor
instruments signed in this manner provided the facsimile
resembles a specimen on file which has been certified by the
Secretary or other duly authorized Officer of the Company.

5. In addition to the provisions of Section 1 of this Article VII
the Treasurer of the Company is authorized to establish petty
cash funds, on an imprest basis. Each such account shall be
designated as a "Cashier's Trust Account" and shall be separately
maintained and accounted for by the cashier or other employee
assigned such responsibility by the Treasurer.

(a) Checks drawn on a Cashier's Trust Account may be signed and
countersigned on behalf of the Company by such employees as
the Treasurer or President may from time to time authorize
and designate; provided, however, that no such check shall
be signed and countersigned by the same person.

(b) No payment out of petty cash funds, whether by cash or
check, shall exceed $2,500.

6. Checks drawn on special accounts which the Company creates or
maintains for the payment of dividends may be signed by the
manual or facsimile signature of its Chief Executive Officer or
President and shall not require any countersignature.

7. All bonds and notes issued under an indenture or mortgage shall
be executed on behalf of the Company by the manual or facsimile
signature of its Chief Executive Officer, President or the
Treasurer and its Secretary unless otherwise provided by
resolution of the Board of Directors.

Section 3 - Special Withdrawals - The President or Treasurer of the
Company, or any person authorized in writing by any of the foregoing
Officers, is authorized to direct any depository:

(a) to charge amounts directly to the account of the Company
without the issuance of a check or draft of the Company, for
the purpose of paying principal of and interest on bonds and
notes issued by the Company, and

(b) to accept and process data submitted via electronic means or
by wire transfer for purposes of receipt or disbursement of
funds;

provided that such direction is in writing and describes the type of such
transactions permitted to be made by such depository.

ARTICLE VIII

Miscellaneous

Section 1 - All dividends shall be declared by a vote of the Board of
Directors.

Section 2 - The fiscal year of the Company shall close at the end of
December of each calendar year.

Section 3 - All or any shares of stock of any corporation owned by
this Company may be voted at any meeting of the shareowners of such
corporation by the Chief Executive Officer of this Company or such other
person as may be designated by the Board of Directors for that purpose,
upon any question that may be presented at such meeting, and the Chief
Executive Officer or such other person may, on behalf of the Company,
waive any notice of the calling of such meeting required by any statute or
by-law and consent to the holding of any such meeting without notice. The
Chief Executive Officer or such other person as may be designated by the
Board of Directors to vote stock owned by this Company shall have
authority to give to any person a written proxy, in the name of this
Company and under its corporate seal, to vote at any meeting of the
shareowners of any corporation all or any shares of stock of such
corporation owned by this Company, upon any question that may be presented
at such meeting, with full power to waive any notice of the calling of
such meeting required by any statute or by-law and to consent to the
holding of any such meeting without notice.

ARTICLE IX

Amendment or Repeal of Bylaws

These bylaws may be altered, amended or repealed by the Board of
Directors at any regular or special meeting of the Board, or at any Annual
Meeting or Special Meeting of Shareowners by the affirmative vote of
owners of shares of outstanding voting stock of the Company having in the
aggregate a number of votes at least equal to a majority of the aggregate
number of votes possessed by all such owners (provided it shall have been
stated in the notice calling any such Special Meeting of Shareowners that
it is proposed at such meeting to alter, amend or rescind the bylaws), or
in such other manner as may be provided by law or in the Restated Articles
of Organization.

ARTICLE X

Indemnification and Liability of
Corporate Directors and Officers

Section 1 - Definitions Applicable to Article X - In this Article X:

1. "Corporation" means WPL Holdings, Inc.

2. "Director or Officer" means any of the following:

a. A natural person who is or was a Director or Officer of the
Corporation.

b. A natural person who, while a Director or Officer of the
Corporation, is or was serving at the Corporation's request
as a Director, Officer, partner, trustee, member of any
governing or decision-making committee, employee or agent of
another corporation or foreign corporation, partnership,
joint venture, trust or other enterprise.

c. A natural person who, while a Director or Officer of the
Corporation, is or was serving an employee benefit plan
because his or her duties to the Corporation also impose
duties on, or otherwise involve services by, the person to
the plan or to participants in or beneficiaries of the plan.

d. Unless the context requires otherwise, the estate or personal
representative of a Director or Officer.

3. "Expenses" include fees, costs, charges, disbursements, attorney
fees and any other expenses incurred in connection with a
proceeding.

4. "Liability" includes the obligation to pay a judgment,
settlement, penalty, assessment, forfeiture or fine, including an
excise tax assessed with respect to an employee benefit plan, and
reasonable expenses.

5. "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent in a
proceeding.

6. "Proceeding" means any threatened, pending or completed civil,
criminal, administrative or investigative action, suit,
arbitration or other proceeding, whether formal or informal,
which involves foreign, federal, state or local law and which is
brought by or in the right of the Corporation or by any other
person.

Section 2 - Mandatory Indemnification -

1. The Corporation shall indemnify a Director or Officer, to the
extent he or she has been successful on the merits or otherwise
in the defense of a proceeding, for all reasonable expenses
incurred in the proceeding if the Director or Officer was a party
because he or she is a Director or Officer of the Corporation.

2. a. In cases not included under sub. 1., the Corporation shall
indemnify a Director or Officer against liability incurred by the
Director or Officer in a proceeding to which the Director or
Officer was a party because he or she is a Director or Officer of
the Corporation, unless liability was incurred because the
Director or Officer breached or failed to perform a duty he or
she owes to the Corporation and the breach or failure to perform
constitutes any of the following:

1) A willful failure to deal fairly with the Corporation or
its shareholders in connection with a matter in which the
Director or Officer has a material conflict of interest.

2) A violation of criminal law, unless the Director or
Officer had reasonable cause to believe his or her
conduct was lawful or no reasonable cause to believe his
or her conduct was unlawful.

3) A transaction from which the Director or Officer derived
an improper personal profit.

4) Willful misconduct.

b. Determination of whether indemnification is required under
this subsection shall be made under Section 3.

c. The termination of a proceeding by judgment, order,
settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption
that indemnification of the Director or Officer is not
required under this subsection.

3. A Director or Officer who seeks indemnification under this
section shall make a written request to the Corporation.

4. a. Indemnification under this Article X is not required to the
extent limited by the articles of incorporation under
Section 180.048, Wis. Stats.

b. Indemnification under this Article X is not required if the
Director or Officer has previously received indemnification
or allowance of expenses from any person, including the
Corporation, in connection with the same proceeding.

Section 3 - Determination of Right to Indemnification - Unless
otherwise provided by the articles of incorporation or bylaws or by
written agreement between the Director or Officer and the Corporation, the
Director or Officer seeks indemnification under Section 2, 2. shall select
one of the following means for determining his or her right to
indemnification:

1. By a majority vote of a quorum of the Board of Directors
consisting of Directors not at the time parties to the same or
related proceedings. If a quorum of disinterested Directors
cannot be obtained, by majority vote of a committee duly
appointed by the Board of Directors and consisting solely of 2 or
more Directors not at the time parties to the same or related
proceedings. Directors who are parties to the same or related
proceedings may participate in the designation of members of the
committee.

2. By independent legal counsel selected by a quorum of the Board of
Directors or its committee in the manner prescribed in 1., above,
if unable to obtain such a quorum or committee, by a majority
vote of the full Board of Directors, including Directors who are
parties to the same or related proceedings.

3. By a panel of three arbitrators consisting of one arbitrator
selected by those Directors entitled under 2., above, to select
independent legal counsel, one arbitrator selected by the
Director or Officer seeking indemnification and one arbitrator
selected by the two arbitrators previously selected.

4. By an affirmative vote of shares as provided in Section 180.28,
Wis. Stats., shares owned by, or voted under the control of,
persons who are at the time parties to the same or related
proceedings, whether as plaintiffs or defendants or in any other
capacity, may not be voted in making the determination.

5. By a court under Section 180.051, Wis. Stats., as created by 1987
Wisconsin Act 13.

6. By any other method provided for in any additional right to
indemnification permitted under Section 5, below.

Section 4 - Allowance of Expenses as Incurred - Upon written request
by a Director or Officer who is a party to a proceeding, the Corporation
may pay or reimburse his or her reasonable expenses as incurred if the
Director or Officer provides the Corporation with all of the following:

1. A written affirmation of his or her good faith belief that he or
she has not breached or failed to perform his or her duties to
the Corporation.

2. A written undertaking, executed personally or on his or her
behalf, to repay the allowance and/if required by the
Corporation, to pay reasonable interest on the allowance to the
extent that it is ultimately determined under Section 3, above,
that indemnification under Section 2, above, is not required and
that indemnification is not ordered by a court. The undertaking
under this subsection shall be an unlimited general obligation of
the Director or Officer and may be accepted without reference to
his or her ability to repay the allowance. The undertaking may
be secured or unsecured.

Section 5 - Additional Rights to Indemnification and Allowance of
Expenses
1. Except as provided in 2. below, Sections 2 and 4 above, do not
preclude any additional right to indemnification or allowance of
expenses that a Director or Officer may have under any of the
following:

a. The articles of incorporation or bylaws.

b. A written agreement between the Director or Officer and the
Corporation.

c. A resolution of the Board of Directors.

d. A resolution, after notice, adopted by a majority vote of all
the Corporation's voting shares then issued and outstanding.

2. Regardless of the existence of an additional right under
subsection 1., above, the Corporation may not indemnify a
Director or Officer, or permit a Director or Officer to retain
any allowance of expenses unless it is determined by or on behalf
of the Corporation that the Director or Officer did not breach or
fail to perform a duty he or she owes to the Corporation which
constitutes conduct under Section 2, 2. a. 1), 2), 3) or 4). A
Director or Officer who is a party to the same or related
proceeding for which indemnification or an allowance of expenses
is sought may not participate in a determination under this
subsection.

3. No provision of this Article X shall affect the Corporation's
power to pay or reimburse expenses incurred by a Director or
Officer in any of the following circumstances:

a. As a witness in a proceeding to which he or she is not a
party.

b. As a plaintiff or petitioner in a proceeding because he or
she is or was an employee, agent, Director or Officer of the
Corporation.

Section 6 - Insurance - The Corporation may purchase and maintain
insurance on behalf of an individual who is an employee, agent, Director
or Officer of the Corporation against liability asserted against or
incurred by the individual in his or her capacity as an employee, agent,
Director or Officer or arising from his or her status as an employee,
agent, Director or Officer, regardless of whether the Corporation is
required or authorized to indemnify or allow expenses to the individual
against the same liability under Sections 2, 3, 4 or 5 of this Article X.

Section 7 - Indemnification and Insurance Against Securities Law
Claims - Sections 1 through 6, inclusive, apply to the extent applicable
to any other proceeding, to any proceeding involving a federal or state
statute, rule or regulation regulating the offer, sale or purchase of
securities, securities brokers or dealers, or investment companies or
investment advisers.

Section 8 - Reliance by Directors or Officers -

1. Unless the Director or Officer has knowledge that makes reliance
unwarranted, a Director or Officer, in discharging his or her
duties to the Corporation, may rely on information, opinions,
reports or statements, any of which may be written or oral,
formal or informal, including financial statements and other
financial data, if prepared or presented by any of the following:

a. An Officer or employee of the Corporation whom the Director
or Officer believes in good faith to be reliable and
competent in the matters presented.

b. Legal counsel, public accountants or other persons as to
matters the Director or Officer believes in good faith are
within the person's professional or expert competence.

c. In the case of reliance by a Director, a committee of the
Board of Directors of which the Director is not a member if
the Director believes in good faith that the committee merits
confidence.

2. This section does not apply to a Director's reliance under
Section 180.40(3), Wis. Stats., as in effect on the date of
adoption hereof.

Section 9 - Consideration of Interests in Addition to Shareholders'
Interests - In discharging his or her duties to the Corporation and in
determining what he or she believes to be in the best interests of the
Corporation, a Director or Officer may, in addition to considering the
effects of any action on shareholders, consider the following:

1. The effects of the action on employees, suppliers and customers
of the Corporation.

2. The effects of the action on communities in which the Corporation
operates.

3. Any other factors the Director or Officer considers pertinent.

<ARTICLE> UT
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS CONTAINED IN THE FORM 10-Q FILED BY WPL HOLDINGS, INC. FOR THE
QUARTER ENDED SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,275,998
<OTHER-PROPERTY-AND-INVEST> 148,965
<TOTAL-CURRENT-ASSETS> 147,791
<TOTAL-DEFERRED-CHARGES> 252,216
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,824,970
<COMMON> 308
<CAPITAL-SURPLUS-PAID-IN> 307,349
<RETAINED-EARNINGS> 293,794
<TOTAL-COMMON-STOCKHOLDERS-EQ> 601,451
0
59,963
<LONG-TERM-DEBT-NET> 427,108
<SHORT-TERM-NOTES> 56,975
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 104,817
<LONG-TERM-DEBT-CURRENT-PORT> 5,766
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 568,890
<TOT-CAPITALIZATION-AND-LIAB> 1,824,970
<GROSS-OPERATING-REVENUE> 609,456
<INCOME-TAX-EXPENSE> 28,024
<OTHER-OPERATING-EXPENSES> 196,243
<TOTAL-OPERATING-EXPENSES> 504,419
<OPERATING-INCOME-LOSS> 105,037
<OTHER-INCOME-NET> 2,585
<INCOME-BEFORE-INTEREST-EXPEN> 107,622
<TOTAL-INTEREST-EXPENSE> 29,814
<NET-INCOME> 49,784
2,483
<EARNINGS-AVAILABLE-FOR-COMM> 47,301
<COMMON-STOCK-DIVIDENDS> 44,775
<TOTAL-INTEREST-ON-BONDS> 26,164
<CASH-FLOW-OPERATIONS> 117,354
<EPS-PRIMARY> 1.54
<EPS-DILUTED> 0<F1>
<FN>
<F1>Applicable accounting rules do not require WPL Holdings, Inc. to report
earnings per share on a fully diluted basis.
</FN>

</TABLE>