(As filed on November 20, 1998)
File No. 70-9375
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 ON
FORM U-1/A
APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
IES UTILITIES INC.
ALLIANT TOWER
CEDAR RAPIDS, IOWA 52401
(Name of company filing this statement
and address of principal executive offices)
___________________________________
INTERSTATE ENERGY CORPORATION
(Name of top registered holding company parent of each
applicant or declarant)
___________________________________
Erroll B. Davis, Jr., Chief Executive Officer
IES Utilities Inc.
P.O. Box 192
Madison, Wisconsin 53701-0192
(Name and address of agent for service)
___________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Barbara J. Swan, General Counsel William T. Baker, Jr., Esq.
Steven R. Suleski, Senior Attorney Thelen Reid & Priest LLP
Interstate Energy Corporation 40 West 57th Street
222 West Washington Avenue New York, New York 10019-4097
Madison, Wisconsin 53703-0192
<PAGE>
Paragraph F of Section A of Item 6 of the initial Form
U-1 of IES Utilities Inc. (as filed with the Securities and
Exchange Commission via the Edgar system on October 9, 1998), as
amended by Amendment No. 1 thereto (as filed with the Securities
and Exchange Commission via the Edgar system on October 23, 1998)
(together, the "Form U-1"), is hereby deleted and replaced with
the following:
"F Opinion of counsel for the Company."
A copy of such opinion is attached hereto as Exhibit F.
Paragraphs G-1 and G-2 of Section A of Item 6 of the
Form U-1 are hereby deleted and replaced with the following:
"G-1 Financial Data Schedule for Interstate
(incorporated by reference to Exhibit 27.1 to
the Interstate's Form 10-Q for the quarter
ended September 30, 1998, File No. 001-
09894)."
"G-2 Financial Data Schedule for the Company
(incorporated by reference to Exhibit 27.4 to
the Company's Form 10-Q for the quarter ended
September 30, 1998, File No. 001-04117)."
Section B of Item 6 of the Form U-1 is hereby deleted
and replaced with the following:
"70. Balance sheet of the Company at September 30, 1998
(incorporated by reference to the Company's Form
10-Q for the quarter ended September 30, 1998,
File No. 001-04117).
71. Statement of income and surplus of the Company for
the nine months ended September 30, 1998
(incorporated by reference to the Company's Form
10-Q for the quarter ended September 30, 1998,
File No. 001-04117).
72. Consolidated balance sheet of Interstate at
September 30, 1998 (incorporated by reference to
the Company's Form 10-Q for the quarter ended
September 30, 1998, File No. 001-09894).
73. Consolidated statement of income and surplus of
Interstate for the nine months ended September 30,
1998 (incorporated by reference to the Company's
Form 10-Q for the quarter ended September 30,
1998, File No. 001-09894).
74. Since September 30, 1998, there have been no
material adverse changes, not in the ordinary
course of business, in the financial condition of
the Company or of Interstate and its subsidiaries
consolidated from that set forth in or
contemplated by the foregoing financial
statements."
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned company has duly
caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 20, 1998 IES UTILITIES INC.
By: /s/ Erroll B. Davis, Jr.
--------------------------------
Name: Erroll B. Davis, Jr.
Title: Chief Executive Officer
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<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
F Opinion of counsel for the Company
[On Letterhead of Steven R. Suleski, Esq.]
November 20, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Re: IES Utilities, Inc. (the "Company")
Statement on Form U-1, as Amended
(File No. 70-9375) (the "Form U-1")
-----------------------------------
Ladies and Gentlemen:
I have read the Form U-1 and am furnishing this opinion
with respect to the proposed transactions described therein
relating to the issuance by the Company of the Debt Securities
and the Tax Exempt Collateral Bonds (as defined therein).
I am of the opinion that the Company is validly
organized and duly existing as a corporation under the laws of
the State of Iowa and that, upon the adoption of appropriate
resolutions by the board of directors of the Company (or a duly
authorized committee thereof), upon the issuance of your order or
orders in this matter permitting such Form U-1 to become
effective with respect to such proposed transactions, and upon
compliance with the relevant provisions of the Securities Act of
1933 and the Trust Indenture Act of 1939, and in the event that
the proposed transactions are consummated in accordance with such
Form U-1 and your order or orders in respect thereof and with
the order of the Iowa Utilities Board with respect thereto:
(a) all state laws applicable to the
proposed transactions will have
been complied with;
(b) the Debt Securities and the Tax
Exempt Collateral Bonds will be
valid and binding obligations of
the Company in accordance with
their terms; and
(c) the consummation of the proposed
transactions will not violate the
legal rights of the holders of any
securities issued by the Company or
any associate company thereof.
I hereby give my written consent to the use of this
opinion in connection with the Form U-1.
Very truly yours,
/s/ Steven R. Suleski
Steven R. Suleski
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