LNT

Exhibit 3.2

RESTATED
ARTICLES OF INCORPORATION
OF
ALLIANT ENERGY CORPORATION


Pursuant to Section 180.1007 of the Wisconsin Business Corporation Law,
these Restated Articles of Incorporation shall supersede and take the place of
the corporation's heretofore existing Restated Articles of Incorporation and all
prior amendments thereto.

ARTICLE I

The name of the corporation is Alliant Energy Corporation.

ARTICLE II

The period of existence of the corporation shall be perpetual.

ARTICLE III

The corporation is organized for the purpose of engaging in any lawful
activities within the purposes for which corporations may be organized under
Chapter 180 of the Wisconsin Statutes, as amended from time to time.

ARTICLE IV

The corporation shall have authority to issue two hundred million
(200,000,000) shares of common stock, $.01 par value.

ARTICLE V

No holder of any capital stock of the corporation shall have any
preemptive right to purchase, acquire to subscribe to any capital stock or other
securities issued or sold by the Corporation, including any such capital stock
or securities now or hereafter authorized.

ARTICLE VI

The address of the registered office of the Corporation is 222 West
Washington Avenue, P. O. Box 2568, Madison, Wisconsin 53701-2568, and the name
of the registered agent of the Corporation at such address is Edward M. Gleason.

ARTICLE VII

The corporation reserves the right to increase or decrease its
authorized capital stock or any class or series thereof, or to reclassify the
same.


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ARTICLE VIII

The number of directors constituting the Board of Directors shall be as
fixed from time to time by the Bylaws of the Corporation, but shall not be less
than seven (7). Each director shall be a stockholder of the Corporation. The
directors of the Corporation shall be divided into three classes as nearly equal
in number as possible, to serve for staggered three-year terms or until their
respective successors are duly elected and qualified. The initial directors of
the Corporation shall be those persons who, at the time of the effectiveness of
the merger of the Corporation's subsidiary, WPL Acquisitions, Inc., into the
Corporation's subsidiary, Wisconsin Power and Light Company, are serving as
directors of Wisconsin Power and Light Company, each to hold office for the term
for which such person was elected a director of Wisconsin Power and Light
Company. Beginning with the Corporation's annual meeting of stockholders in
1988, the successors of the class of directors whose terms shall then expire
shall be elected to hold office for a term expiring a the third annual meeting
of stockholders after their election or until their respective successors are
duly elected and qualified. If, at any annual meeting of stockholders, directors
of more than one class are to be elected, each class of directors to be elected
at such meeting shall be nominated and voted for in a separate election. Any
vacancy occurring in the Board of Directors, including a vacancy created by an
increase in the number of directors, shall be filled until the next succeeding
annual meeting of stockholders by the majority vote of the directors then in
office, even if less than a quorum.