Filed pursuant to Rule 424(B)(5); Registration File Numbers - 33-68796,
33-44154
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 22, 1993)
$50,000,000
IES Utilities Inc.
COLLATERAL TRUST BONDS, 7.65% SERIES DUE MARCH 28, 2000
____________________
Interest payable March 28 and September 28
____________________
The Offered Bonds will not be subject to redemption at the option of the
Company prior to maturity, except in certain limited circumstances involving
eminent domain or the purchase by a public authority of properties of the
Company. See "Certain Terms of the Offered Bonds -- Redemption Provisions"
herein. ____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
==============================================================================================================
Price to Underwriting Discounts Proceeds to
Public <F1> and Commissions<F2> Company <F1><F3>
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Bond. . . . . . . . . 100% -0- 100%
--------------------------------------------------------------------------------------------------------------
Total. . . . . . . . . . $50,000,000 -0- $50,000,000
==============================================================================================================
<FN>
<F1> Plus accrued interest, if any, from March 28, 1995.
<F2> The Company has agreed to indemnify each Purchaser against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
<F3> Before deduction of expenses, payable by the Company, estimated at
$35,000.
</FN>
</TABLE>
____________________
The Offered Bonds are to be sold by the Company to Metropolitan Life
Insurance Company, Metropolitan Insurance and Annuity Company and MetLife
Security Insurance Company of Louisiana (collectively, the "Purchasers")
pursuant to separate bond purchase agreements (each a "Bond Purchase Agreement")
dated as of March 24, 1995, between the Company and each Purchaser. See
"Purchasers" herein. It is expected that delivery of the Offered Bonds will be
made on March 28, 1995.
____________________
The date of this Prospectus Supplement is March 27, 1995.
<PAGE>
MERGER
On December 31, 1993, the Company (then known as Iowa Electric Light and
Power Company) and Iowa Southern Utilities Company ("Iowa Southern"), both
subsidiaries of IES Industries Inc., were merged. The Company was the surviving
corporation and was renamed IES Utilities Inc. As a result of the merger, the
separate existence of Iowa Southern has ceased. The Company serves a total of
330,000 electric and 173,000 natural gas retail customers as well as 32 resale
customers in more than 550 Iowa communities.
USE OF PROCEEDS
The Company intends to use the proceeds of the sale of the Offered Bonds to
repay short-term borrowings incurred for the purpose of paying at maturity the
entire $50,000,000 aggregate principal amount of its 9.75% First Mortgage Bonds,
Series W, Due March 17, 1995.
CERTAIN TERMS OF THE OFFERED BONDS
The following description of the particular terms of the Offered Bonds
supplements the description of the general terms and provisions of the Offered
Bonds set forth in the accompanying Prospectus under the heading "Description Of
The Bonds," to which description reference is hereby made. All capitalized terms
used herein which are not defined herein shall have the same meanings as the
same terms used in the accompanying Prospectus.
Lien of the Mortgage. At the date of this Prospectus Supplement,
substantially all of the Company's property subject to the Lien of the Mortgage
is also subject to the prior lien of the 1940 Indenture or the ISU 1923
Mortgage. The Offered Bonds, together with all other Securities issued under the
Mortgage from time to time, will have the benefit of the first mortgage liens of
the 1940 Indenture and the ISU 1923 Mortgage on such property, and the benefit
of the prior lien of any additional Class "A" Mortgage on any property subject
thereto, to the extent of the aggregate principal amount of Class "A" Bonds
issued under the respective Class "A" Mortgages and held by the Trustee. At the
date of this Prospectus Supplement, the only Class "A" Bonds held by the Trustee
are those which have been issued under the 1940 Indenture, and the Offered Bonds
will be issued upon the basis of Class "A" Bonds issued under the 1940
Indenture.
Maturity, Interest and Payment. The Offered Bonds will be issued pursuant
to the provisions of a third supplemental indenture to be dated as of March 1,
1995 and will mature on March 28, 2000. The Offered Bonds will bear interest at
the rate shown in their title, payable semiannually on March 28 and September 28
in each year (commencing September 28, 1995) to holders registered at the close
of business on the 15th day of the calendar month in which such interest payment
date occurs. The Offered Bonds will be issued only in fully registered form in
the denomination of $1,000 or any denomination that is an integral multiple of
$1,000. Offered Bonds may be transferred or exchanged without any service
charge. The Offered Bonds may be transferred at the office of the agent of the
Company in New York, New York.
Redemption Provisions. The Offered Bonds will not be subject to redemption
at the option of the Company prior to maturity, except that they will be
redeemable, in whole at any time or in part from time to time, upon at least 30
days' notice, at the special redemption price of 100% of the principal amount
thereof, plus accrued interest thereon to the redemption date, through the
application of cash received by the Trustee as a result of the taking by eminent
domain or of the purchase by a public authority of properties of the Company.
<PAGE>
PURCHASERS
Subject to the terms and conditions contained in the Bond Purchase
Agreements, the Company has agreed to sell to each Purchaser, and each Purchaser
has severally agreed to purchase from the Company, the Offered Bonds at par in
the principal amount set forth opposite its name below:
<TABLE>
<CAPTION>
Offered Bonds
Principal
Name Amount
------ -------------
<S> <C>
Metropolitan Life Insurance Company . . . $44,000,000
Metropolitan Insurance and Annuity Company. . 3,000,000
MetLife Security Insurance Company of Louisiana. . . 3,000,000
-----------
Total. . . . . . . . . . . . . . . . $50,000,000
===========
</TABLE>
The Offered Bonds are a new issue of securities with no established trading
market. Accordingly, no assurance can be given that there will be a trading
market for the Offered Bonds or as to liquidity in any trading market that may
develop.
The Purchasers are insurance companies that are acquiring the Offered Bonds
in the ordinary course of their business and have no arrangements with others
for distribution of the Offered Bonds.
The Company has agreed to indemnify each Purchaser against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
