IES UTILITIES INC
10-Q, 1995-11-09
ELECTRIC & OTHER SERVICES COMBINED
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       UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C. 20549

                           FORM 10-Q


(Mark one)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF  THE
     SECURITIES EXCHANGE  ACT OF 1934

For the  quarterly  period ended       September 30, 1995

                              OR

[  ] 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                      0-4117-1


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


           Iowa                                     42-0331370
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                   Identification No.)

IES Tower, Cedar Rapids, Iowa                        52401
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code (319) 398-4411


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.


       Class                             Outstanding at October 31, 1995
Common Stock, $2.50 par value                  13,370,788 shares


                      IES UTILITIES INC.


                             INDEX




                                                             Page No.


Part I.  Financial Information.



Item 1.   Consolidated Financial Statements.

     Consolidated Balance Sheets -
       September 30, 1995 and December 31, 1994                3 - 4

     Consolidated Statements of Income -
       Three, Nine and Twelve Months Ended
       September 30, 1995 and 1994                               5

     Consolidated Statements of Cash Flows -
       Three, Nine and Twelve Months Ended
       September 30, 1995 and 1994                               6

      Notes to Consolidated Financial Statements               7 - 16

Item 2.  Management's Discussion and Analysis of the
         Results of Operations and Financial Condition.       17 - 34



Part II.  Other Information.                                  35 - 37



Signatures.                                                     38

                           PART 1. - FINANCIAL INFORMATION
ITEM 1. - CONSOLIDATED FINANCIAL STATEMENTS
                             CONSOLIDATED BALANCE SHEETS

                                                   September 30,
                                                       1995       December 31,
ASSETS                                              (Unaudited)       1994
                                                          (in thousands)
Property, plant and equipment, at original cost:
  Utility -
    Plant in service -
        Electric                                    $ 1,871,496    $ 1,798,059
        Gas                                             162,991        158,115
        Other                                            99,241         86,005
                                                      2,133,728      2,042,179
    Less - Accumulated depreciation                     943,334        880,888
                                                      1,190,394      1,161,291
    Leased nuclear fuel, net of amortization             41,737         49,731
    Construction work in progress                        68,188         73,339
                                                      1,300,319      1,284,361
  Other, net of accumulated depreciation
    and amortization of $1,140,000 and
    $1,277,000, respectively                              4,945          2,686
                                                      1,305,264      1,287,047

Current assets:
  Cash and temporary cash investments                     2,424          2,135
  Accounts receivable -
    Customer, less reserve                                6,401         12,051
    Other                                                 6,543          9,763
  Income tax refunds receivable                           1,703          3,450
  Production fuel, at average cost                       16,203         13,988
  Materials and supplies, at average cost                26,326         26,699
  Adjustment clause balances                                  0          1,433
  Regulatory assets                                      23,168         20,145
  Prepayments and other                                  14,652         19,630
                                                         97,420        109,294

Investments:
  Nuclear decommissioning trust funds                    43,531         33,779
  Cash surrender value of life insurance policies         3,318          2,915
  Other                                                     588            223
                                                         47,437         36,917

Other assets:
  Regulatory assets                                     199,485        192,955
  Deferred charges and other                             17,032         19,155
                                                        216,517        212,110
                                                    $ 1,666,638    $ 1,645,368


                       CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                                   September 30,
                                                       1995       December 31,
CAPITALIZATION AND LIABILITIES                      (Unaudited)       1994
                                                          (in thousands)
Capitalization:
  Common stock - par value $2.50 per share
    - authorized 24,000,000 shares;
    13,370,788 shares outstanding                   $    33,427    $    33,427
  Paid-in surplus                                       279,042        279,042
  Retained earnings                                     210,541        197,158
      Total common equity                               523,010        509,627
  Cumulative preferred stock - par value 
    $50 per share - authorized 466,406 shares;
    366,406 shares outstanding                           18,320         18,320
  Long-term debt                                        415,413        380,404
                                                        956,743        908,351

Current liabilities:
  Notes payable to associated companies                   9,804         18,495
  Short-term borrowings                                  49,000         37,000
  Capital lease obligations                              17,518         14,385
  Maturities and sinking funds                           65,140        100,140
  Accounts payable                                       47,034         70,354
  Accrued interest                                       10,807          9,438
  Accrued taxes                                          71,840         47,188
  Accumulated refueling outage provision                  5,242         15,196
  Adjustment clause balances                                470              0
  Provision for rate refund liability                    12,966              0
  Environmental liabilities                               5,394          5,428
  Other                                                  15,815         18,324
                                                        311,030        335,948

Long-term liabilities:
  Capital lease obligations                              24,219         35,346
  Environmental liabilities                              38,935         37,853
  Other                                                  44,304         46,724
                                                        107,458        119,923

Deferred credits:
  Accumulated deferred income taxes                     253,618        241,345
  Accumulated deferred investment tax credits            37,789         39,801
                                                        291,407        281,146

Commitments and contingencies (Note 5)


                                                    $ 1,666,638    $ 1,645,368

The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.


<TABLE>
                                                                CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<CAPTION>
                                               For the Three               For the Nine                For the Twelve
                                               Months Ended                Months Ended                Months Ended
                                               September 30                September 30                September 30
                                            1995          1994          1995          1994          1995          1994
                                                   (in thousands)
<S>                                   <C>           <C>           <C>           <C>           <C>           <C>
Operating revenues:
    Electric                             $ 183,876     $ 165,621     $ 433,502     $ 412,610     $ 558,219     $ 543,974
    Gas                                     14,214        12,209        89,241       100,507       127,767       150,256
    Other                                    2,358         1,647         8,216         6,393        10,829         8,933
                                           200,448       179,477       530,959       519,510       696,815       703,163


Operating expenses:
    Fuel for production                     31,945        29,419        71,691        68,067        89,576        92,394
    Purchased power                         19,954        17,305        53,399        48,132        74,061        69,892
    Gas purchased for resale                 7,940         5,388        59,527        69,386        85,481       104,958
    Other operating expenses                35,798        34,563       102,854        96,515       138,620       131,358
    Maintenance                             11,912        11,577        34,202        35,772        47,972        46,307
    Depreciation and amortization           19,315        18,960        60,632        57,280        78,667        73,487
    Taxes other than income taxes           12,224        10,488        36,955        33,554        45,952        42,628
                                           139,088       127,700       419,260       408,706       560,329       561,024


Operating income                            61,360        51,777       111,699       110,804       136,486       142,139


Interest expense and other:
   Interest expense                         11,242        10,256        33,432        31,016        43,988        41,727
   Allowance for funds used during
      construction                            -762        -1,087        -2,662        -2,964        -3,608        -3,958
   Miscellaneous, net                         -244          -128           348          -372          -528          -280
                                            10,236         9,041        31,118        27,680        39,852        37,489


Income before income taxes                  51,124        42,736        80,581        83,124        96,634        104,650


Income taxes:
    Current                                 21,463        17,513        24,441        31,720        31,096         28,587
    Deferred                                   486           152        11,083         3,456         9,863         14,048
    Amortization of investment
      tax credits                             -667          -662        -2,012        -1,984        -2,673         -4,758
                                            21,282        17,003        33,512        33,192        38,286         37,877


Net income                                  29,842        25,733        47,069        49,932        58,348         66,773
Preferred dividend requirements                229           229           686           686           914            914
Net income available for
      common stock                       $  29,613     $  25,504     $  46,383     $  49,246     $  57,434      $  65,859


The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
</TABLE>



<TABLE>
                                                           CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<CAPTION>
                                                                   For the Three           For the Nine          For the Twelve
                                                                   Months Ended            Months Ended           Months Ended
                                                                   September 30            September 30           September 30
                                                                 1995        1994        1995       1994        1995       1994
                                                                                            (in thousands)

<S>                                                        <C>         <C>         <C>        <C>         <C>        <C>
  Cash flows from operating activities:
    Net income                                               $  29,842   $  25,733   $  47,069  $  49,932   $  58,348  $  66,773
    Adjustments to reconcile net income to net cash
     flows from operating activities -
       Depreciation and amortization                            19,315      18,960      60,632     57,280      78,667     73,487
       Principal payments under capital lease obligations        4,934       4,079      10,801     12,584      14,463     16,304
       Deferred taxes and investment tax credits                  -181        -510       9,071      1,472       7,190      9,290
       Refueling outage provision                                3,006       3,338      -9,954      9,389      -6,807      8,048
       Amortization of deferred charges                          1,837         277       3,987        821       4,301      1,092
       Other                                                        74         417         244         48          71      -167
    Other changes in assets and liabilities -
       Accounts receivable                                      -6,675       2,431      -2,130     15,145      -6,879     10,934
       Production fuel, materials and supplies                     839      -1,323      -2,092      1,559      -3,247       -545
       Accounts payable                                           -343       3,644     -19,302     -4,942       6,082    -10,714
       Accrued taxes                                            32,419      21,574      26,399     22,037      11,419     14,521
       Provision for rate refunds                                2,759           0      12,966     -8,670      12,966     -7,852
       Adjustment clause balances                                   -7      -3,575       1,903     -5,648         969       -291
       Gas in storage                                           -4,737      -5,994       4,587      2,963       3,543        907
       Other                                                    -2,438       4,156       2,481      5,296       1,213      5,308
         Net cash flows from operating activities               80,644      73,207     146,662    159,266     182,299    187,095


  Cash flows from financing activities:
    Dividends declared on common stock                         -10,000     -15,000     -33,000    -37,000     -48,000    -48,800
    Dividends declared on preferred stock                         -229        -229        -686       -686        -914       -914
    Dividends payable                                                0           0           0     -5,000           0          0
    Proceeds from issuance of long-term debt                         0           0      50,000          0      50,000    119,400
    Reductions in long-term debt                                     0           0     -50,140       -224     -50,140    -19,624
    Net change in short-term borrowings                        -33,977     -14,658       3,309    -21,392      56,196    -81,192
    Principal payments under capital lease obligations          -3,314      -4,078      -9,529    -12,225     -13,608    -13,102
    Sale of utility accounts receivable                          9,000           0      11,000       -200      12,000       -200
      Net cash flows from financing activities                 -38,520     -33,965     -29,046    -76,727       5,534    -44,432


  Cash flows from investing activities:
    Construction and acquisition expenditures -
        Utility                                                -31,669     -33,369     -89,664    -81,704    -154,200   -119,933
        Other                                                     -805           0      -2,782          0      -4,645          0
    Nuclear decommissioning trust funds                         -1,832      -1,383      -4,598     -4,149      -5,981     -5,532
    Deferred energy efficiency costs                            -4,987      -4,340     -12,965    -11,511     -17,611    -15,221
    Other                                                       -1,888        -641      -7,318     -3,288      -3,172     -4,199
      Net cash flows from investing activities                 -41,181     -39,733    -117,327   -100,652    -185,609   -144,885

  Net increase (decrease) in cash and temporary
    cash investments                                               943        -491         289    -18,113       2,224     -2,222


  Cash and temporary cash investments at
    beginning of period                                          1,481         691       2,135     18,313         200      2,422


  Cash and temporary cash investments at
    end of period                                            $   2,424   $     200   $   2,424  $     200    $   2,424  $    200


  Supplemental cash flow information:
    Cash paid during the period for -
      Interest                                               $   8,428   $   7,878   $  30,500  $  28,664    $  41,842  $ 37,215
      Income taxes                                           $   1,498   $   5,442   $  12,881  $  22,049    $  25,312  $ 32,917

    Noncash investing and financing activities -
      Capital lease obligations incurred                     $     149   $  10,828   $   2,807  $  11,252    $   5,851  $ 11,460


The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.

</TABLE>



    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                      September 30, 1995


(1)  GENERAL:

      The  interim Consolidated Financial Statements have been
prepared   by   IES   Utilities  Inc.  (Utilities)   and   its
consolidated  subsidiary (collectively the  Company),  without
audit,  pursuant to the rules and regulations  of  the  United
States  Securities and Exchange Commission.   Utilities  is  a
wholly-owned  subsidiary of IES Industries Inc.  (Industries).
Utilities'  wholly-owned  subsidiary  is  IES  Ventures   Inc.
(Ventures),   which  is  a  holding  company  for  unregulated
investments.   Certain  information and  footnote  disclosures
normally   included  in  financial  statements   prepared   in
accordance with generally accepted accounting principles  have
been   condensed  or  omitted  pursuant  to  such  rules   and
regulations,   although   the  Company   believes   that   the
disclosures are adequate to make the information presented not
misleading.   In the opinion of the Company, the  Consolidated
Financial Statements include all adjustments, which are normal
and  recurring in nature, necessary for the fair  presentation
of  the  results of operations and financial position. Certain
prior  period  amounts  have  been  reclassified  on  a  basis
consistent with the 1995 presentation.

       It  is  suggested  that  these  Consolidated  Financial
Statements  be  read  in  conjunction  with  the  Consolidated
Financial  Statements and the notes thereto  included  in  the
Company's Form 10-K for the year ended December 31, 1994.  The
accounting  and financial policies relative to  the  following
items have been described in those notes and have been omitted
herein  because they have not changed materially  through  the
date of this report:

     Summary of significant accounting policies
     Acquisition of Iowa service territory of Union  Electric Company (UE)
     Leases
     Utility accounts receivable (other than discussed in Note 3)
     Income taxes
     Benefit plans
     Preferred and preference stock
     Debt (other than discussed in Note 4)
     Estimated fair value of financial instruments
     Commitments  and contingencies (other than discussed in Note 5)
     Jointly-owned electric utility plant
     Segments of business

(2)  RATE MATTERS:
     (a)  1995 Gas Rate Case -

      On  August  4,  1995,  Utilities  applied  to  the  Iowa
Utilities Board (IUB) for an annual increase in gas  rates  of
$8.8  million, or 6.2%.  An interim increase of  $8.6  million
was  requested. The IUB approved an interim increase  of  $7.1
million  annually,  effective October  11,  1995,  subject  to
refund.   Utilities expects that the final rate level will  be
determined no later than the second quarter of 1996.

     (b)  1994 Electric Rate Case -

      In 1994, Utilities applied to the IUB for an increase in
retail  electric rates of approximately $26 million  annually,
or  5.2%.   In May 1995, the IUB issued an order requiring  an
annual reduction in retail electric revenues of $15.8 million.
While  minor  movement toward pricing consistency between  the
different pricing zones will result, the proposals to increase
recovery  levels of nuclear depreciation expense  and  nuclear
decommissioning expense were rejected.  The Board  also  ruled
against  Utilities on issues of recovery for the full purchase
prices of Union Electric's Iowa service territory and smaller,
low-cost,  used generating plants, even though  customers  are
currently benefiting from the acquisitions.

      Utilities and several intervenors filed applications for
rehearing with the IUB requesting rehearing on various  issues
in the order and Utilities was granted rehearing on two of the
smaller issues.  The IUB denied rehearing on all other issues,
including  the intervenors' issues.  The IUB issued its  Order
Granting  Rehearing in Part and Denying Rehearing in  Part  on
June  30,  1995, which made minor adjustments to its  original
decision  resulting in a revised annual retail rate  reduction
of  approximately $14.4 million.  No petitions were filed with
the Iowa district court by any of the parties to the case.

      On August 16, 1995, Utilities received approval from the
IUB to implement final prices.  Northern and Southeastern zone
price  changes  became effective on that date.  Utilities  has
recorded   a  pre-tax  reserve  for  rate  refund,   including
interest,  of $13.0 million at September 30, 1995.   Utilities
expects  to  make  the rate refund in the fourth  quarter  and
there will be no further effect on 1995 electric revenues  and
net income when the refund is made.

      There will not be any revenue requirement change in  the
Southern  zone as a result of the IUB order.  A  price  design
change  will  be  implemented in the Southern zone,  effective
January 1, 1996, but there will be no refund obligation as the
result of this change.

     (c)  1994 Energy Efficiency Cost Recovery Filing -

     The IUB has adopted rules that mandate Utilities to spend
2% of electric and 1.5% of gas gross retail operating revenues
for  energy efficiency programs.  Under provisions of the  IUB
rules,  Utilities  applied  in August  1994  to  the  IUB  for
recovery of approximately $23 million and $13 million for  the
electric  and  gas  programs, respectively, related  to  costs
incurred  through  1993 for such programs.   The  $36  million
total  for  the  electric  and gas programs  is  comprised  of
$21   million  of  direct  expenditures  and  carrying   costs
(recorded as a "Regulatory asset" in the Consolidated  Balance
Sheets, including $5.4 million as current), $7 million  for  a
return  on  the  expenditures over  the  recovery  period  and
$8  million for a reward based on a sharing of the benefits of
such programs.

      In  April  1995, the IUB issued its Final  Decision  and
Order  concerning  Utilities' energy efficiency  expenditures,
which  allows  Utilities to recover its  direct  expenditures,
carrying costs, and a return on its expenditures, as well as a
reward  of  approximately  $4  million  for  a  total  allowed
recovery  of  approximately $32 million.  Recovery  of  energy
efficiency costs will be over a four-year period and began  on
June 1, 1995.

     In May 1995, the Office of Consumer Advocate (OCA) and an
intervenor  filed  applications for  rehearing  with  the  IUB
concerning the amount of the reward granted by the IUB.  Since
the  identical issue was pending before the court  in  another
utility's  proceeding, the OCA, the intervenor  and  Utilities
agreed  to  be  bound by the ultimate decision  in  the  other
utility's court proceeding.  That proceeding has been resolved
in favor of the other utility.  Utilities does not, therefore,
have a refund obligation.

(3)  UTILITY ACCOUNTS RECEIVABLE:

     Utilities has entered into an agreement, which expires in
1999,  with  a  financial institution to  sell,  with  limited
recourse,   an  undivided  fractional  interest   of   up   to
$65  million  in its pool of utility accounts receivable.   At
September 30, 1995, $65 million was sold under the agreement.

(4)  DEBT:
     (a)  Long-Term Debt -

     In October 1995, Utilities repaid at maturity $50 million
of Series X, 9.42% First Mortgage Bonds, by issuing additional
commercial paper.  Utilities expects to replace the commercial
paper  with  other  long-term  securities  during  the  fourth
quarter of 1995.  Effective with the maturity of the Series  X
bonds,  retained earnings are no longer restricted as  to  the
payment of cash dividends.

      In  March 1995, Utilities repaid at maturity $50 million
of  Series  W, 9.75% First Mortgage Bonds and, in  a  separate
transaction,  issued  $50 million of Collateral  Trust  Bonds,
7.65%, due 2000.

     (b)  Short-Term Debt -

      At  September  30, 1995, the Company had bank  lines  of
credit  aggregating $91.1 million, of which  $49  million  was
being  used  to  support  commercial paper  (weighted  average
interest  rate of 5.80%) and $11.1 million to support  certain
pollution  control  obligations.  In October  1995,  Utilities
increased its bank lines of credit by $30 million in order  to
finance the redemption of the Series X bonds.  Commitment fees
are  paid  to maintain these lines and there are no conditions
which restrict the unused lines of credit.  In addition to the
above,  Utilities has an uncommitted credit  facility  with  a
financial institution whereby it can borrow up to $40 million.
Rates are set at the time of borrowing and no fees are paid to
maintain this facility.  At September 30, 1995, there were  no
borrowings outstanding under this facility.

(5)  CONTINGENCIES:
     (a)  Environmental Liabilities -

      The  Company  has recorded environmental liabilities  of
approximately $44.3 million, including $5.4 million as current
liabilities,   in   its   Consolidated   Balance   Sheets   at
September 30, 1995. The significant items are discussed below.

          Former Manufactured Gas Plant (FMGP) Sites

      Utilities  has  been named as a Potentially  Responsible
Party   (PRP)  by  various  federal  and  state  environmental
agencies for 28 FMGP sites, but believes it is not responsible
for  two  of these sites.  There are also six other sites  for
which  it may be designated as a PRP in the future.  Utilities
is  working  pursuant  to  the  requirements  of  the  various
agencies  to  investigate, mitigate,  prevent  and  remediate,
where  necessary,  damage  to property,  including  damage  to
natural resources, at and around the sites in order to protect
public health and the environment.  Utilities believes it  has
completed the remediation of five sites although it is in  the
process  of  obtaining  final  approval  from  the  applicable
environmental agencies on this issue for each site.  Utilities
is  in  various stages of the investigation and/or remediation
processes  for 19 sites and expects to begin the investigation
process in 1995 or 1996 for the other sites.

      Utilities has recorded environmental liabilities related
to  the  FMGP  sites  of approximately $32 million  (including
$4.5  million as current liabilities) at September  30,  1995.
These  amounts are based upon Utilities' best current estimate
of the amount to be incurred for investigation and remediation
costs for those sites where the investigation process has been
or   is  substantially  completed,  and  the  minimum  of  the
estimated  cost range for those sites where the  investigation
is  in  its earlier stages or has not started.  It is possible
that  future  cost estimates will be greater than the  current
estimates  as  the  investigation  process  proceeds  and   as
additional  facts become known. Utilities may be  required  to
monitor  these sites for a number of years upon completion  of
remediation,  as  is the case with several of  the  sites  for
which remediation has been completed.

      Utilities has begun pursuing coverage for investigation,
mitigation, prevention, remediation, and monitoring costs from
its  insurance carriers and is investigating the potential for
third  party cost sharing for FMGP investigation and  clean-up
costs.   The  amount  of  shared  costs,  if  any,  cannot  be
reasonably  determined and, accordingly, no potential  sharing
has been recorded at September 30, 1995.  Regulatory assets of
approximately  $32 million, which reflect the future  recovery
that  is  being provided through Utilities' rates,  have  been
recorded in the Consolidated Balance Sheets.  Considering  the
current rate treatment allowed by the IUB, management believes
that  the clean-up costs incurred by Utilities for these  FMGP
sites will not have a material adverse effect on its financial
position or results of operations.

     (b)  Clean Air Act -

      The  Clean  Air  Act Amendments of 1990  (Act)  requires
emission  reductions of sulfur dioxide and nitrogen oxides  to
achieve reductions of atmospheric chemicals believed to  cause
acid  rain.  The provisions of the Act will be implemented  in
two  phases  with  Phase I affecting two of  Utilities'  units
beginning  in 1995 and Phase II affecting all units  beginning
in  the  year  2000. Utilities has completed the modifications
necessary  to meet the Phase I requirements and has  installed
continuous emission monitors on all affected units as required
by the Act.

     Utilities expects to meet the requirements of Phase II by
switching   to   lower  sulfur  fuels  and   through   capital
expenditures  primarily related to fuel burning equipment  and
boiler modifications. Utilities estimates capital expenditures
of  approximately  $22.5 million, including  $4.4  million  in
1995, in order to meet the requirements of the Act.

      (c)   Federal Energy Regulatory Commission (FERC) Order
              No. 636 -

      The FERC issued Order No. 636 (Order 636) in 1992, which
substantially  changed how Utilities manages its  gas  supply.
As  a  result of Order 636, Utilities has enhanced  access  to
competitively   priced   gas   supply   and   more    flexible
transportation services, however, Utilities is required to pay
certain  transition costs incurred and billed by its  pipeline
suppliers.

      Utilities'  three pipeline suppliers have  made  filings
with  the  FERC  to collect their respective known  transition
costs, and additional filings are expected.  At September  30,
1995,  Utilities has recorded a liability of $4.9 million  for
those  transition  costs  that  have  been  incurred  by   the
pipelines  to  date,  including $1.9 million  expected  to  be
billed   through  September  1996.   Utilities  is   currently
recovering the transition costs from its customers through its
Purchased  Gas Adjustment Clauses as such costs are billed  by
the  pipelines.  The ultimate level of costs to be  billed  to
Utilities depends on the pipelines' filings with the FERC  and
other  future  events, including the market price  of  natural
gas,  and  could approximate $8 million more than  the  amount
recorded.   However, Utilities believes any  transition  costs
billed  by its pipeline suppliers would be recovered from  its
customers,  based  upon regulatory treatment  of  these  costs
currently  and  similar past costs by the  IUB.   Accordingly,
regulatory  assets, in amounts corresponding to  the  recorded
liabilities,  have  been recorded to reflect  the  anticipated
recovery.

     (d)  Nuclear Insurance Programs -

     Public liability for nuclear accidents is governed by the
Price  Anderson  Act of 1988 which sets a statutory  limit  of
$8.9  billion for liability to the public for a single nuclear
power   plant  incident  and  requires  nuclear  power   plant
operators to provide financial protection for this amount.  As
required, Utilities provides this financial protection  for  a
nuclear  incident  at the Duane Arnold Energy  Center  (DAEC),
Utilities'  nuclear generating facility, through a combination
of   liability  insurance  ($200  million)  and  industry-wide
retrospective  payment  plans  ($8.7  billion).    Under   the
industry-wide plan, each operating licensed nuclear reactor in
the United States is subject to an assessment in the event  of
a  nuclear incident at any nuclear plant in the United States.
Based  on  its  ownership  of the  DAEC,  Utilities  could  be
assessed a maximum of $79.3 million per nuclear incident, with
a  maximum  of  $10 million per incident per  year  (of  which
Utilities'  70%  ownership portion would be approximately  $55
million  and  $7 million, respectively) if losses relating  to
the  incident exceeded $200 million.  These limits are subject
to  adjustments for changes in the number of participants  and
inflation in future years.

     Utilities is a member of Nuclear Mutual Limited (NML) and
Nuclear  Electric Insurance Limited (NEIL).   These  companies
provide $1.9 billion of insurance coverage on certain property
losses  at  DAEC  for  property  damage,  decontamination  and
premature  decommissioning.  The proceeds from such insurance,
however, must first be used for reactor stabilization and site
decontamination before they can be used for plant  repair  and
premature   decommissioning.   NEIL  also  provides   separate
coverage  for  the  cost of replacement power  during  certain
outages.   Owners  of  nuclear  generating  stations   insured
through  NML  and  NEIL  are subject  to  retroactive  premium
adjustments if losses exceed accumulated reserve  funds.   NML
and  NEIL's accumulated reserve funds are currently sufficient
to  more  than  cover its exposure in the event  of  a  single
incident  under  the  primary and excess  property  damage  or
replacement  power  coverages.  However,  Utilities  could  be
assessed  annually a maximum of $3.1 million under  NML,  $8.5
million   for  NEIL  property  and  $0.7  million   for   NEIL
replacement  power  if losses exceed the accumulated  reserves
funds.   Utilities is not aware of any losses that it believes
are likely to result in an assessment.

     In the unlikely event of a catastrophic loss at DAEC, the
amount  of  insurance available may not be adequate  to  cover
property     damage,     decontamination     and     premature
decommissioning.   Uninsured  losses,  to   the   extent   not
recovered through rates, would be borne by Utilities and could
have   a  material  adverse  effect  on  Utilities'  financial
position and results of operations.



         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
     OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION


      The following discussion analyzes significant changes in
the  components of net income and financial condition from the
prior  periods  for  IES Utilities Inc.  (Utilities)  and  its
consolidated    subsidiary   (collectively    the    Company).
Utilities' wholly-owned subsidiary is IES Ventures Inc., which
is a holding company for unregulated investments.

                     RESULTS OF OPERATIONS

      The  Company's  net income available  for  common  stock
increased  or  (decreased)  $4.1 million, ($2.9)  million  and
($8.4)  million  during  the  three,  nine  and  twelve  month
periods,  respectively, ended September 30, 1995.  The  warmer
than  normal  weather during the summer of 1995  significantly
impacted  the  1995 results of operations.  The 1995  earnings
were  also  significantly affected by the impact of  the  Iowa
Utilities  Board's (IUB) price reduction order  in  Utilities'
recent  electric rate case.  The positive impact of the warmer
than  normal weather was greater than the negative  impact  of
the  price reduction for the quarter and partially offset  the
impact  of  the price reduction for the nine and twelve  month
periods.  See Note 2(b) of the Notes to Consolidated Financial
Statements for a further discussion of the electric rate case.

      The  Company's operating income increased or (decreased)
$9.6  million,  $0.9  million and ($5.7)  million  during  the
three,  nine and twelve month periods, respectively.   Reasons
for  the  changes in the results of operations  are  explained
further in the following discussion.

                       ELECTRIC REVENUES

     Electric revenues and Kwh sales (before off-system sales)
for  Utilities  increased for the periods ended September  30,
1995, as compared with the prior periods, as follows:
 
                                   Three      Nine     Twelve
                                   Months    Months    Months
                                         ($ in millions)
                                           
Electric revenues                  $ 18.3    $ 20.9    $ 14.2
                                                  
Electric sales (excluding                         
  off-system sales):
    Residential and Rural            26.2%      9.1%      5.8%
    Commercial                       10.0       4.2       3.4
    Industrial                        2.5       5.8       5.4
    Total                             9.9%      5.2%      4.3%



      Warmer  than  normal weather during the summer  of  1995
significantly  increased sales during  the  second  and  third
quarters.   Utilities  set new usage  records  several  times,
culminated  by  a  new  energy  peak  usage  record  of  1,824
megawatts on July 12, 1995.  Sales during the nine and  twelve
month  periods  also benefited from the effects of  Utilities'
annual true-up adjustment to unbilled sales which was recorded
during  the second quarter of 1995.  Excluding the effects  of
weather  and  the  unbilled  sales  adjustment,  total   sales
(excluding off-system sales) during the three, nine and twelve
month  periods  increased 2.5%, 2.3% and  2.5%,  respectively.
The  growth  in  industrial  sales continues  to  reflect  the
underlying strength of the economy as industrial expansions in
Utilities' service territory continue.

      Utilities'  electric tariffs include  energy  adjustment
clauses (EAC) that are designed to currently recover the costs
of  fuel and the energy portion of purchased power billings to
customers.

      Electric  revenues include a pre-tax  reserve  for  rate
refund  ($8.0 million, $1.7 million and $2.4 million  recorded
in the first, second and third quarters of 1995, respectively)
recorded  by  Utilities  as  a  result  of   the  IUB   order.
Approximately  $3.5  million of the reserve  recorded  in  the
first  quarter  relates to revenues collected  in  the  fourth
quarter  of  1994.  The new electric prices went  into  effect
August  16,  1995.  See Note 2(b) of the Notes to Consolidated
Financial Statements for a further discussion of the  electric
rate case.

      The  revenue  increases during all  three  periods  were
primarily  due  to  the increased sales (excluding  off-system
sales)  and higher fuel costs collected through the EAC.   The
unbilled revenue adjustment recorded during the second quarter
of  1995  also  contributed  to  the  nine  and  twelve  month
increases.  These items were partially offset by the effect of
the price reduction and lower off-system sales.
                               
                         GAS REVENUES
                               
      Utilities'  gas  revenues increased or (decreased)  $2.0
million, ($11.3) million and ($22.5) million during the three,
nine  and twelve month periods, respectively.  Utilities'  gas
sales in therms increased or (decreased) for the periods ended
September  30,  1995, as compared with the prior  periods,  as
follows:


                             Three        Nine      Twelve
                             Months      Months     Months
                                            
Residential                  13.9%      (4.4%)      (8.7%)
Commercial                    7.7       (4.2)       (8.3)
Industrial                  (25.1)     (27.2)      (18.3)
                                            
    Sales to consumers        1.1       (7.2)       (9.9)
                                            
Transported volumes          22.3       28.9        29.9
                                            
    Total                    11.4%       1.4%       (1.4%)


     Under normal weather conditions, sales to consumers would
have  decreased  (0.5%), (3.6%) and (4.5%) during  the  three,
nine and twelve month periods, respectively.

      Utilities' gas tariffs include purchased gas  adjustment
clauses (PGA) that are designed to currently recover the  cost
of  gas  sold.   The  change in Utilities' gas  revenues  each
period  is  primarily due to the level of gas costs  recovered
through the PGA.  The decreased gas cost recoveries during the
nine  and twelve month periods are due to lower gas prices  as
well as a shift in the sales mix between industrial sales  and
transported volumes; Utilities does not purchase the  gas  for
the transported volumes.

      On  August 4, 1995, Utilities applied to the IUB for  an
annual  increase in gas rates of $8.8 million,  or  6.2%.   An
annual  interim  increase of approximately $7.1  million  went
into  effect on October 11, 1995.  See Note 2(a) of the  Notes
to Consolidated Financial Statements for a further discussion.

                      OPERATING EXPENSES

        Fuel   for   production   increased   or   (decreased)
$2.5  million,  $3.6  million and ($2.8)  million  during  the
three, nine and twelve month periods, respectively.  The three
and   nine  month  increases  are  due  to  higher  fuel  cost
recoveries  through the EAC, which are included  in  fuel  for
production,  and a higher average fuel cost.  The  nine  month
increase  was partially offset by a decrease in the amount  of
Kwh  generation.   The  Duane  Arnold  Energy  Center  (DAEC),
Utilities'  nuclear generating facility, was  down  from  late
February   1995  through  late  April  1995  for  a  scheduled
refueling outage.  There was no such refueling outage in 1994.
The  twelve month decrease is primarily due to lower fuel cost
recoveries through the EAC and a decrease in the amount of Kwh
generation, partially offset by a higher average fuel cost.

      Purchased power increased $2.6 million, $5.3 million and
$4.2  million during the three, nine and twelve month periods,
respectively.  The increase for all three periods  is  due  to
increased energy purchases, resulting from the increased sales
and the decrease in generation, which were partially offset by
lower capacity costs.

       Gas  purchased  for  resale  increased  or  (decreased)
$2.6  million, ($9.9) million and ($19.5) million  during  the
three, nine and twelve month periods, respectively.  The three
month  increase  is primarily due to higher  PGA  collections.
The  nine  and  twelve month decreases were primarily  due  to
lower sales to consumers and lower natural gas prices.

      Other  operating expenses increased $1.2  million,  $6.3
million  and  $7.3 million during the three, nine  and  twelve
month  periods, respectively.  Increases in labor and benefits
costs  and costs relating to a project to review and  redesign
Utilities' business processes contributed to the increases for
all  three  periods.   Higher former  manufactured  gas  plant
(FMGP)  clean-up costs and information technology  costs  also
contributed  to  the increases for the nine and  twelve  month
periods.   The increases for all three periods were  partially
offset by lower insurance costs.

        Maintenance   expenses   increased   or    (decreased)
$0.3  million,  ($1.6)  million and $1.7  million  during  the
three, nine and twelve month periods, respectively.  The  nine
month  decrease is due to lower non-labor costs at  the  DAEC,
partially  offset  by higher labor costs.   The  twelve  month
increase  is primarily due to increased labor costs, partially
offset  by  lower  non-labor costs  at  Utilities'  generating
stations.

      Depreciation  and amortization increased  $0.4  million,
$3.4  million  and  $5.2 million during the  three,  nine  and
twelve month periods primarily because of increases in utility
plant  in  service.  Such increases were partially  offset  by
lower  depreciation rates implemented during the third quarter
of  1995  as  a  result  of  the IUB  price  reduction  order.
Depreciation and amortization expenses for all periods include
a  provision for decommissioning the DAEC, which is  collected
through  rates.   The annual recovery level was  increased  to
$6.0  million  as a result of Utilities' recent electric  rate
case.   Previously, the annual amount allowed to be  collected
through rates was $5.5 million.

      The  staff of the United States Securities and  Exchange
Commission  (SEC)  has  questioned  certain  of  the   current
accounting   practices  of  the  electric   utility   industry
regarding  the recognition, measurement and classification  of
decommissioning costs for nuclear generating stations  in  the
financial  statements of electric utilities.  In  response  to
these  questions,  the  Financial Accounting  Standards  Board
(FASB)  has agreed to review the accounting for removal costs,
including   decommissioning.   If  current  electric   utility
industry  accounting  practices for such  decommissioning  are
changed:   (1)  annual  provisions for  decommissioning  could
increase, (2) the estimated cost for decommissioning could  be
recorded   as   a   liability  rather  than   as   accumulated
depreciation,  and  (3) trust fund income  from  the  external
decommissioning trusts could be reported as investment  income
rather  than  as a reduction to decommissioning  expense.   If
such changes are required, Utilities believes that there would
not  be an adverse effect on its financial position or results
of  operations  based  on current rate making  practices;  the
Company cannot predict future rate making practices.

      Taxes  other  than income taxes increased $1.7  million,
$3.4  million  and  $3.3 million during the  three,  nine  and
twelve  month  periods, respectively.   Increases  during  all
periods are primarily the result of higher property taxes  due
to increases in assessed property values.

                  INTEREST EXPENSE AND OTHER

     Interest expense increased $1.0 million, $2.4 million and
$2.3  million during the three, nine and twelve month periods,
respectively.   The  increases  for  all  three  periods   are
primarily  due to an increase in the average amount of  short-
term  debt outstanding and interest related to Utilities' rate
reserve.

      Income  taxes increased $4.3 million, $0.3  million  and
$0.4  million during the three, nine and twelve month periods,
respectively.   For each period, income tax expense  increased
because  of  a  higher  effective  tax  rate  resulting  from:
1)  effect of property related temporary differences for which
deferred  income  taxes have not been provided  under  current
rate making principles, which are now becoming payable and are
being recovered from ratepayers, and 2) effect of prior period
audit  adjustments  recorded during  the  current  period.   A
decrease  in  pre-tax  income partially offset  these  effects
during the nine and twelve month periods.

                LIQUIDITY AND CAPITAL RESOURCES

       The   Company's  capital  requirements  are   primarily
attributable   to  Utilities'  construction   programs,   debt
maturities and sinking fund requirements.  The Company's  pre-
tax  ratio of earnings to fixed charges was 3.20 and 3.51  for
the  twelve months ended September 30, 1995 and September  30,
1994, respectively.  Cash flows from operating activities  for
the   twelve   months   ending  September   30,   1995,   were
$182 million.

      The Company anticipates that future capital requirements
will  be  met  by cash generated from operations and  external
financing.   The  level of cash generated from  operations  is
partially  dependent  upon  economic  conditions,  legislative
activities, environmental matters and timely rate  relief  for
Utilities.   (See  Notes 2 and 5 of the Notes to  Consolidated
Financial Statements).

     Access to the long-term and short-term capital and credit
markets   is   necessary  for  obtaining   funds   externally.
Utilities' debt ratings are as follows:

                           Moody's       Standard & Poor's
                                        
     Long-term debt          A2                  A
     Short-term debt         P1                  A1


      The  Company's liquidity and capital resources  will  be
affected  by  environmental and legislative issues,  including
the ultimate disposition of remediation issues surrounding the
Company's  environmental liabilities, the  Clean  Air  Act  as
amended  and  FERC Order 636, as discussed in Note  5  of  the
Notes  to Consolidated Financial Statements.  Consistent  with
rate  making  principles of the IUB, management believes  that
the  costs  incurred for the above matters  will  not  have  a
material  adverse effect on the financial position or  results
of operations of the Company.

      The  IUB  has  adopted rules which require Utilities  to
spend  2%  of electric and 1.5% of gas gross retail  operating
revenues  annually  for  energy efficiency  programs.   Energy
efficiency  costs in excess of the amount in the  most  recent
electric  and gas rate cases are being recorded as  regulatory
assets  by  Utilities.  At September 30, 1995,  Utilities  had
$46  million of such costs recorded as regulatory assets.   On
June  1,  1995,  Utilities began its recovery of  those  costs
incurred  through  1993.   See  Note  2(c)  of  the  Notes  to
Consolidated Financial Statements for a further discussion.

             CONSTRUCTION AND ACQUISITION PROGRAM

       The  Company's  construction  and  acquisition  program
anticipates  expenditures of approximately  $163  million  for
1995,  of which approximately 32% represents expenditures  for
electric   transmission  and  distribution   facilities,   23%
represents   fossil-fueled   generation   expenditures,    15%
represents  expenditures for steam distribution plant  and  9%
represents nuclear generation expenditures.  The remaining 21%
represents    miscellaneous   electric,   gas   and    general
expenditures.   In  addition to the  $163  million,  Utilities
anticipated  expenditures of $13 million  in  connection  with
mandated  energy efficiency programs.  Substantial commitments
have been made in connection with all such expenditures.   The
Company  had  construction  and  acquisition  expenditures  of
approximately $92 million for the nine months ended  September
30,   1995.   Utilities  has  revised  its  construction   and
acquisition   program,   decreasing   its   anticipated   1995
expenditures of  $163 million by approximately $20 million.

      The  Company's  levels of construction  and  acquisition
expenditures  are  projected  to  be  $167  million  in  1996,
$146 million in 1997, $170 million in 1998 and $182 million in
1999.   It is estimated that approximately 80% of construction
and  acquisition expenditures will be provided  by  cash  from
operating activities (after payment of dividends) for the five-
year period 1995-1999.

      Capital  expenditure and investment and financing  plans
are  subject  to  continual review  and  change.  The  capital
expenditure   and   investment   programs   may   be   revised
significantly  as  a  result of many considerations  including
changes in economic conditions, variations in actual sales and
load   growth   compared   to   forecasts,   requirements   of
environmental,  nuclear  and  other  regulatory   authorities,
acquisition  opportunities,  the  availability  of   alternate
energy  and  purchased power sources, the  ability  to  obtain
adequate  and  timely rate relief, escalations in construction
costs and conservation and energy efficiency programs.

                      LONG-TERM FINANCING

     Other than Utilities' periodic sinking fund requirements,
which   Utilities  intends  to  meet  by  pledging  additional
property,  approximately $74 million of  long-term  debt  will
mature  prior  to December 31, 1999 (excluding  the  Series  X
which  was  repaid at maturity in October 1995).  The  Company
intends to refinance the majority of the debt maturities  with
long-term securities.

     In October 1995, Utilities repaid at maturity $50 million
of Series X, 9.42% First Mortgage Bonds, by issuing additional
commercial paper.  Utilities expects to replace the commercial
paper  with  other  long-term  securities  during  the  fourth
quarter of 1995.  Effective with the maturity of the Series  X
bonds,  retained earnings are no longer restricted as  to  the
payment of cash dividends.

      In  March 1995, Utilities repaid at maturity $50 million
of  Series  W, 9.75% First Mortgage Bonds and, in  a  separate
transaction,  issued  $50 million of Collateral  Trust  Bonds,
7.65%, due 2000.

      Utilities has entered into an Indenture of Mortgage  and
Deed of Trust dated September 1, 1993 (New Mortgage).  The New
Mortgage  provides for, among other things,  the  issuance  of
Collateral Trust Bonds upon the basis of First Mortgage  Bonds
being  issued by Utilities.  The lien of the New  Mortgage  is
subordinate  to  the lien of Utilities' first mortgages  until
such  time as all bonds issued under the first mortgages  have
been retired and such mortgages satisfied. Accordingly, to the
extent  that  Utilities issues Collateral Trust Bonds  on  the
basis  of  First  Mortgage  Bonds, it  must  comply  with  the
requirements  for the issuance of First Mortgage  Bonds  under
Utilities'  first  mortgages.  Under  the  terms  of  the  New
Mortgage, Utilities has covenanted not to issue any additional
First  Mortgage  Bonds  under its first  mortgages  except  to
provide the basis for issuance of Collateral Trust Bonds.

      The  Indentures pursuant to which Utilities issues First
Mortgage  Bonds  constitute direct first mortgage  liens  upon
substantially all tangible public utility property and contain
covenants which restrict the amount of additional bonds  which
may be issued.  At September 30, 1995, such restrictions would
have  allowed  Utilities to issue at  least  $258  million  of
additional  First  Mortgage  Bonds.   Utilities  has  received
authority  from  the FERC to issue $250 million  of  long-term
debt,  of  which $50 million was used in March 1995  to  issue
Collateral  Trust Bonds.  Utilities has filed  a  registration
statement with the SEC with respect to $250 million  of  long-
term  debt;  the  registration statement has  not  yet  become
effective.

      The Articles of Incorporation of Utilities authorize and
limit  the aggregate amount of additional shares of Cumulative
Preference  Stock and Cumulative Preferred Stock that  may  be
issued.  At September 30, 1995, Utilities could have issued an
additional 700,000 shares of Cumulative Preference  Stock  and
100,000 additional shares of Cumulative Preferred Stock.

     The Company's capitalization ratios at September 30, were
as follows:


                           1995           1994
                                        
     Long-term debt         47%            47%
     Preferred stock         2              2
     Common equity          51             51
                           100%           100%

                The   1995   and  1994  ratios   include
        $65  million  and $50 million, respectively,  of
        long-term debt due in less than one year because
        it  was the Company's intention to refinance the
        debt with long-term securities.



                     SHORT-TERM FINANCING

      For  interim financing, Utilities is authorized  by  the
FERC  to issue, through 1996, up to $200 million of short-term
notes.   In addition to providing for ongoing working  capital
needs,  this  availability  of short-term  financing  provides
Utilities flexibility in the issuance of long-term securities.
At  September  30, 1995, Utilities had outstanding  short-term
borrowings of $58.8 million, including $9.8 million  of  notes
payable to associated companies.

     Utilities has an agreement, which expires in 1999, with a
financial  institution  to  sell, with  limited  recourse,  an
undivided fractional interest of up to $65 million in its pool
of  utility  accounts  receivable.   At  September  30,  1995,
Utilities had sold $65 million under the agreement.

      At  September  30, 1995, the Company had bank  lines  of
credit  aggregating $91.1 million, of which  $49  million  was
being  used  to  support  commercial paper  (weighted  average
interest  rate of 5.80%) and $11.1 million to support  certain
pollution  control  obligations.  In October  1995,  Utilities
increased its bank lines of credit by $30 million in order  to
finance the redemption of the Series X bonds.  Commitment fees
are  paid  to maintain these lines and there are no conditions
which restrict the unused lines of credit.  In addition to the
above,  Utilities has an uncommitted credit  facility  with  a
financial institution whereby it can borrow up to $40 million.
Rates are set at the time of borrowing and no fees are paid to
maintain this facility.  At September 30, 1995, there were  no
borrowings outstanding under this facility.

                     ENVIRONMENTAL MATTERS

      Utilities  has  been named as a Potentially  Responsible
Party   (PRP)  by  various  federal  and  state  environmental
agencies for 28 FMGP sites, but believes it is not responsible
for  two  of these sites.  There are also six other sites  for
which  it may be designated as a PRP in the future.  Utilities
is  working  pursuant  to  the  requirements  of  the  various
agencies  to  investigate, mitigate,  prevent  and  remediate,
where  necessary,  damage  to property,  including  damage  to
natural resources, at and around the sites in order to protect
public health and the environment.  Utilities believes it  has
completed the remediation of five sites although it is in  the
process  of  obtaining  final  approval  from  the  applicable
environmental agencies on this issue for each site.  Utilities
is  in  various stages of the investigation and/or remediation
processes  for 19 sites and expects to begin the investigation
process in 1995 or 1996 for the other sites.

      Utilities has recorded environmental liabilities related
to  the  FMGP  sites  of approximately $32 million  (including
$4.5  million as current liabilities) at September  30,  1995.
These  amounts are based upon Utilities' best current estimate
of the amount to be incurred for investigation and remediation
costs for those sites where the investigation process has been
or   is  substantially  completed,  and  the  minimum  of  the
estimated  cost range for those sites where the  investigation
is  in  its earlier stages or has not started.  It is possible
that  future  cost estimates will be greater than the  current
estimates  as  the  investigation  process  proceeds  and   as
additional  facts become known. Utilities may be  required  to
monitor  these sites for a number of years upon completion  of
remediation,  as is the case with several of   the  sites  for
which remediation has been completed.

      Utilities has begun pursuing coverage for investigation,
mitigation, prevention, remediation and monitoring costs  from
its  insurance carriers and is investigating the potential for
third  party cost sharing for FMGP investigation and  clean-up
costs.   The  amount  of  shared  costs,  if  any,  cannot  be
reasonably  determined and, accordingly, no potential  sharing
has been recorded at September 30, 1995.  Regulatory assets of
approximately  $32 million, which reflect the future  recovery
that  is  being provided through Utilities' rates,  have  been
recorded in the Consolidated Balance Sheets.  Considering  the
current rate treatment allowed by the IUB, management believes
that  the clean-up costs incurred by Utilities for these  FMGP
sites will not have a material adverse effect on its financial
position or results of operations.

      The  Clean  Air  Act Amendments of 1990  (Act)  requires
emission  reductions of sulfur dioxide and nitrogen oxides  to
achieve reductions of atmospheric chemicals believed to  cause
acid  rain.  The provisions of the Act will be implemented  in
two  phases  with  Phase I affecting two of  Utilities'  units
beginning  in 1995 and Phase II affecting all units  beginning
in  the  year  2000. Utilities has completed the modifications
necessary  to meet the Phase I requirements and has  installed
continuous emission monitors on all affected units as required
by the Act.

     Utilities expects to meet the requirements of Phase II by
switching   to   lower  sulfur  fuels  and   through   capital
expenditures  primarily related to fuel burning equipment  and
boiler modifications. Utilities estimates capital expenditures
of  approximately  $22.5 million, including  $4.4  million  in
1995, in order to meet the requirements of the Act.

      In  January  1995, Utilities received an  Administrative
Compliance  Order  (ACO) from the United States  Environmental
Protection  Agency  (EPA)  alleging  noncompliance  with,  and
requiring Utilities to satisfy, certain monitoring, reporting,
and recordkeeping requirements of the Acid Rain Program at its
Phase   II   units.   Utilities  and  the  EPA  resolved   the
allegations  in a Consent Agreement and Consent  Order,  dated
August 23, 1995, which required Utilities to pay a penalty  of
$25,630  and to perform a Supplemental Environmental  Project,
surrendering 589 sulfur dioxide allowances, valued at $76,570.
(This  Supplemental Environmental Project  was  undertaken  in
connection with the settlement of an enforcement action  taken
by the EPA for violations of Section 412 of the CAA, 42 U.S.C.
7651k.)

     The National Energy Policy Act of 1992 requires owners of
nuclear  power  plants  to  pay a special  assessment  into  a
"Uranium Enrichment Decontamination and Decommissioning Fund."
The assessment is based upon prior nuclear fuel purchases and,
for the DAEC, averages $1.4 million annually through 2007,  of
which  Utilities'  70%  share is $1.0 million.   Utilities  is
recovering  the costs associated with this assessment  through
its electric fuel adjustment clauses over the period the costs
are  assessed.  Utilities' 70% share of the future assessment,
$11.7  million  payable through 2007, has been recorded  as  a
liability   in  the  Consolidated  Balance  Sheets,  including
$0.8  million included in "Current liabilities - Environmental
liabilities,"  with  a  related  regulatory  asset   for   the
unrecovered amount.

       The   Nuclear   Waste  Policy  Act  of  1982   assigned
responsibility  to  the U.S. Department  of  Energy  (DOE)  to
establish  a  facility for the ultimate  disposition  of  high
level  waste and spent nuclear fuel and authorized the DOE  to
enter  into  contracts with parties for the disposal  of  such
material  beginning in January 1998.  Utilities  entered  into
such a contract and has made the agreed payments to DOE.   The
DOE,  however,  has  experienced  significant  delays  in  its
efforts  and material acceptance is now expected to  occur  no
earlier  than 2010.  Utilities has been storing spent  nuclear
fuel  on-site  since plant operations began in  1974  and  has
current  on-site  capability to store spent fuel  until  2002.
Utilities  is  aggressively reviewing options  for  additional
spent nuclear fuel storage capability, including expanding on-
site  storage and pursuing other off-site storage.   Utilities
is  also  supporting  legislation currently  before  the  U.S.
Congress to resolve the lack of progress by the DOE.

      The Low-Level Radioactive Waste Policy Amendments Act of
1985 mandated that each state must take responsibility for the
storage  of  low-level radioactive waste produced  within  its
borders.   The State of Iowa has joined the Midwest Interstate
Low-Level  Radioactive  Waste  Compact  Commission  (Compact),
which is planning a storage facility to be located in Ohio  to
store waste generated by the Compact's six member states.   At
September   30,   1995,  Utilities  has   prepaid   costs   of
approximately $1 million  to the Compact  for the building  of
such  a  facility.  Currently, Utilities is storing  its  low-
level  radioactive waste generated at the DAEC  on-site  until
new  disposal  arrangements are finalized  among  the  Compact
members.  A Compact disposal facility is anticipated to be  in
operation  in  approximately ten years after approval  of  new
enabling  legislation by the member states.  Such  legislation
is expected to be considered by the member states in 1996.  On-
site   storage  capability  currently  exists  for   low-level
radioactive  waste expected to be generated until the  Compact
facility is able to accept waste materials.  In addition,  the
Barnwell,  South  Carolina disposal facility  has  temporarily
reopened  and  Utilities  intends  to  ship  to  Barnwell  the
majority of the low-level radioactive waste it has accumulated
on-site, as well as waste it produces in the future as long as
the  Barnwell site remains open, thereby minimizing the amount
of waste stored on-site.

      The  possibility that exposure to electric and  magnetic
fields  (EMF) emanating from power lines, household appliances
and  other  electric  sources may  result  in  adverse  health
effects   has   been   the   subject  of   increased   public,
governmental,  industry and media attention.   A  considerable
amount of scientific research has been conducted on this topic
without  definitive results.  Research is continuing in  order
to resolve scientific uncertainties.

                         OTHER MATTERS

      The National Energy Policy Act of 1992 addresses several
matters  designed  to  promote  competition  in  the  electric
wholesale  power  generation market, including  mandated  open
access  to  the electric transmission system.   On  March  29,
1995, the FERC issued a Notice of Proposed Rulemaking pursuant
to  which FERC proposes to promote competition in the electric
utility  industry  by requiring that each transmission  owning
utility  must 1) implement non-discriminatory tariffs allowing
open  access  to  that  utility's transmission  facilities  by
wholesale  buyers  and sellers of electricity  and  2)  charge
itself  the same price for transmission and ancillary services
as  it  charges  third parties under the  tariffs.   Utilities
filed  conforming  pro-forma open access transmission  tariffs
with the FERC on July 24, 1995.  The tariffs were accepted  by
the FERC and became effective October 1, 1995.  The geographic
position  of  Utilities'  transmission  system  could  provide
revenue  opportunities in the open access  environment.   FERC
would  allow  for  recovery of certain  stranded  costs  (i.e.
assets   the  costs  of  which  could  be  rendered  otherwise
unrecoverable as the result of open access) in connection with
wholesale transmission.  The Company cannot predict the  final
regulations that may be adopted.

     The IUB initiated a Notice of Inquiry (Docket No. NOI-95-
1)  in  early 1995 on the subject of "Emerging Competition  in
the   Electric   Utility  Industry."   A  one-day   roundtable
discussion was held to address all forms of competition in the
electric  utility industry and to assist the IUB in  gathering
information and perspectives on electric competition from  all
persons  or entities with an interest or stake in the  issues.
Such  discussions  are  not expected to produce  any  specific
action  by  the IUB in the near future.  The IUB has scheduled
additional discussions for December 1995.

      The Company cannot predict the long-term consequences of
these  competitive  issues  on its results  of  operations  or
financial condition.  The Company's strategy for dealing  with
these  emerging  issues includes seeking growth opportunities,
continuing  to  offer quality customer service,  ongoing  cost
reductions  and  productivity enhancements.  The  Company  has
initiated a major project to review and redesign its  business
processes  with  the  primary goals  being  reduced  operating
costs, increased efficiency and enhanced customer service.

      In  March 1995, the FASB issued SFAS No. 121, Accounting
for  the Impairment of Long-Lived Assets and Long-Lived Assets
to  be  Disposed  Of.   This statement,  among  other  things,
defines  the  criteria  for valuing  regulatory  assets.   The
Company  does  not  expect  the amount  of  regulatory  assets
recorded  in  the Consolidated Balance Sheets to be  affected.
The Company expects to adopt this standard on January 1, 1996,
and does not expect that adoption will have any current impact
on  the  financial  position or results of operations  of  the
Company.

                 PART II. - OTHER INFORMATION

Item 1.  Legal Proceedings.

      Reference  is  made to Notes 2 and 5  of  the  Notes  to
Consolidated  Financial Statements for a  discussion  of  rate
matters  and environmental matters, respectively, and Item  2.
Management's  Discussion  and  Analysis  of  the  Results   of
Operations and Financial Condition - Environmental Matters.

Item  2.   Changes in the Rights of the Company's Security Holders.

None.

Item 3.  Default Upon Senior Securities.

None.

Item 4.  Results of Votes of Security Holders.

None.

Item 5.  Other Information.

(a)  The Company has calculated the ratio of earnings to fixed
     charges  pursuant to Item 503 of Regulation  S-K  of  the
     Securitites and Exchange Commission as follows:

       For the twelve months ended:
                               
        September 30, 1995     3.00
        December 31, 1994      3.18
        December 31, 1993      3.41
        December 31, 1992      2.49
        December 31, 1991      2.64
        December 31, 1990      2.65

(b)  The Company has eliminated the officer position of Senior
     Vice  President, Finance. Therefore, Dr. Robert J. Latham
     is no longer with the Company.

Item 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibits -

     4(a) Sixty-first  Supplemental  Indenture,  dated  as  of
          March 1, 1995, supplementing Utilities' Indenture of
          Mortgage  and Deed of Trust, dated August  1,  1940.
          (Filed  as  Exhibit 4(a) to the Company's Form  10-Q
          for the quarter ended March 31, 1995).
     
     4(b) Third  Supplemental Indenture, dated as of March  1,
          1995, supplementing Utilities' Indenture of Mortgage
          and  Deed of Trust, dated September 1, 1993.  (Filed
          as  Exhibit 4(b) to the Company's Form 10-Q for  the
          quarter ended March 31, 1995).

     *12  Ratio of Earnings to Fixed Charges.

     *27  Financial Data Schedule.

     *  Exhibits designated by an asterisk are filed herewith.

(b)  Reports on Form 8-K -

     None.

                          SIGNATURES




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



                                   IES UTILITIES INC.
                                      (Registrant)




Date  November 9, 1995             By /s/       Blake O. Fisher, Jr.
                                                    (Signature)
                                                Blake O. Fisher, Jr.
                                       President, Chief Operating Officer &
                                              Chief Financial Officer




                                   By /s/       Richard A. Gabbianelli
                                                      (Signature)
                                                Richard A. Gabbianelli
                                         Controller & Chief Accounting Officer



<PAGE>
<TABLE>


                                                                    EXHIBIT 12
                                        IES UTILITIES INC.
                        COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

<CAPTION>
                                                                                          Twelve Months
                                                  Year Ended December 31,                     Ended
                                    1990       1991       1992       1993       1994   September 30, 1995
                            (in thousands, except ratio of earnings to fixed charges)

<S>                           <C>        <C>        <C>        <C>        <C>          <C>
Net income                       $  45,969  $  47,563  $  45,291  $  67,970  $  61,210    $  58,348

Federal and state
   income taxes                     22,364     23,494     20,723     37,963     37,966       38,286

      Net income before
         income taxes               68,333     71,057     66,014    105,933     99,176       96,634

Interest on long-term debt          28,853     31,171     35,689     34,926     37,942       37,302

Other interest                       4,704      5,595      3,939      5,243      3,630        6,686

Estimated interest
   component of rents                7,936      6,594      4,567      3,729      3,970        4,321

Fixed charges as defined            41,493     43,360     44,195     43,898     45,542       48,309

Earnings as defined              $ 109,826  $ 114,417  $ 110,209  $ 149,831  $ 144,718    $ 144,943

Ratio of earnings to
  fixed charges (unaudited)           2.65       2.64       2.49       3.41       3.18         3.00


For the purposes of computation of these ratios (a) earnings have been
calculated by adding fixed charges and Federal and state
income taxes to net income; (b) fixed charges consist of interest
(including amortization of debt expense, premium and discount)
on long-term and other debt and the estimated interest component of rents.
</TABLE>





<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
The schedule contains summary financial information extracted from the
Consolidated Balance Sheet at September 30, 1995 and the Consolidated Statement
of Income and the Consolidated Statement of Cash Flows for the nine months
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-END>                               SEP-30-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                    1,300,319
<OTHER-PROPERTY-AND-INVEST>                     52,382
<TOTAL-CURRENT-ASSETS>                          97,420
<TOTAL-DEFERRED-CHARGES>                        17,032
<OTHER-ASSETS>                                 199,485
<TOTAL-ASSETS>                               1,666,638
<COMMON>                                        33,427
<CAPITAL-SURPLUS-PAID-IN>                      279,042
<RETAINED-EARNINGS>                            210,541
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 523,010
                                0
                                     18,320
<LONG-TERM-DEBT-NET>                           415,413
<SHORT-TERM-NOTES>                               9,804
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                  49,000
<LONG-TERM-DEBT-CURRENT-PORT>                   65,140
                            0
<CAPITAL-LEASE-OBLIGATIONS>                     24,219
<LEASES-CURRENT>                                17,518
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 544,214
<TOT-CAPITALIZATION-AND-LIAB>                1,666,638
<GROSS-OPERATING-REVENUE>                      530,959
<INCOME-TAX-EXPENSE>                            33,512<F1> 
<OTHER-OPERATING-EXPENSES>                     419,260
<TOTAL-OPERATING-EXPENSES>                     419,260<F1>
<OPERATING-INCOME-LOSS>                        111,699
<OTHER-INCOME-NET>                               2,314
<INCOME-BEFORE-INTEREST-EXPEN>                 114,013
<TOTAL-INTEREST-EXPENSE>                        33,432
<NET-INCOME>                                    47,069
                        686
<EARNINGS-AVAILABLE-FOR-COMM>                   46,383
<COMMON-STOCK-DIVIDENDS>                        33,000
<TOTAL-INTEREST-ON-BONDS>                       36,101
<CASH-FLOW-OPERATIONS>                         146,662
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>Income tax expense is not included in Operating Expense in the Consolidated
Statements of Income for IES Utilities Inc.
</FN>
        

</TABLE>


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