UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549






                                   FORM U-9C-3



                                QUARTERLY REPORT



                     For the quarter ended December 31, 2000

         Filed Pursuant to Rule 58 of the Public Utility Holding Company
                                   Act of 1935







                           ALLIANT ENERGY CORPORATION

                           222 West Washington Avenue

                            Madison, Wisconsin 53703

                                  608-252-3311














                           ALLIANT ENERGY CORPORATION

                                   FORM U-9C-3

                     For the Quarter Ended December 31, 2000




                                    CONTENTS

                                                                          Page

ITEM 1 - Organization Chart                                                 3

ITEM 2 - Issuances and Renewals of Securities and Capital Contributions     3

ITEM 3 - Associate Transactions                                             3

ITEM 4 - Summary of Aggregate Investment                                    4

ITEM 5 - Other Investments                                                  5

ITEM 6 - Financial Statements and Exhibits                                  6

SIGNATURES                                                                  6

EXHIBIT A                                                                   7



ITEM 1 - ORGANIZATION CHART

Omitted for the fourth quarter pursuant to instructions for "Item 1."



ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS:
Investment level at December 31, 2000



------------------------------------------ ----------------------------  --------------- -------------------------------------------
                                                                            Principal
             Company                         Type of                        Amount of
             Issuing                         Security                       Security                  Person to
             Security                        Issued                      (in thousands)        Whom Security was Issued (1)
------------------------------------------ ---------------------------- ---------------- -------------------------------------------
                                                                                                
Alliant Energy Desdemona, L.P.             Partnership Capital               $2,233     Industrial Energy Applications Delaware Inc.
Alliant South Texas Pipeline, L.P.         Partnership Capital                5,545     Industrial Energy Applications Delaware Inc.
Argo Power L.L.C.                          Critical Equipment Loan           13,341     Alliant Energy Resources, Inc.
Bastian Bay Pipeline, L.P.                 Partnership Capital                  577     Industrial Energy Applications Delaware Inc.
BFC Gas Company L.L.C.                     Capital                            2,600     Industrial Energy Applications, Inc.
Cargill-Alliant, LLC                       Capital                            5,000     Alliant Energy Corporation
Energy Performance Services, Inc.          Common Stock                      12,494     Alliant Energy Resources, Inc.
Enermetrix.com, Inc.                       Series D Preferred Stock          10,040     Alliant Energy Resources, Inc.
EUA Cogenex Corporation (incl. subs)       Common Stock                      60,000     Alliant Energy Resources, Inc.
Heartland Energy Group, Inc.               Common Stock                       3,289     Alliant Energy Industrial Services, Inc.
                                           Money Pool Borrowings              3,783     Alliant Energy Resources, Inc.
Henwood Energy Services, Inc.              Common Stock                       1,342     Alliant Energy Resources, Inc.
Industrial Energy Applications, Inc.       Common Stock                       9,971     Alliant Energy Industrial Services, Inc.
                                           Money Pool Borrowings             38,147     Alliant Energy Resources, Inc.
NG Energy Trading, LLC                     Capital                            2,250     Heartland Energy Group, Inc.
Oak Hill Pipeline L.P.                     Partnership Capital                4,705     Industrial Energy Applications Delaware Inc.
ReGENco, LLC                               Class A Units                      1,083     Heartland Energy Services, Inc.
                                           Class B Units                        667     Heartland Energy Services, Inc.
RMT, Inc. (including subsidiaries)         Common Stock                      11,822     Alliant Energy Industrial Services, Inc.
Schedin & Associates, Inc.                 Money Pool Borrowings                857     Alliant Energy Resources, Inc.
SmartEnergy, Inc.                          Series A Conv. Pref. Stock         5,000     Alliant Energy Resources, Inc.
Williams Bulk Transfer Inc.                Common Stock                           1     Alliant Energy Transportation, Inc.
                                           Money Pool Borrowings              4,938     Alliant Energy Resources, Inc.



------------------------------------------ ----------------------------------------- -----------------------------------------------






(1) All companies identified are associate companies.


ITEM 3 - ASSOCIATE TRANSACTIONS
For the Quarter Ended December 31, 2000



Refer to note (a) for definitions of abbreviations.

Part I -- Transactions performed by reporting companies on behalf of associate companies (a):
---------------------------------------------------------------------------------------------------------------
 Reporting      Associate                                    Direct       Indirect                Total
  Company        Company              Types of               Costs        Costs       Cost of     Amount
 Rendering      Receiving             Services               Charged      Charged     Capital     Billed
 Services       Services              Rendered               (in          (in         (in         (in
                                                             thousands)   thousands)  thousands)  thousands)
---------------------------------------------------------------------------------------------------------------

                                                                                 

RMT           WP&L             Environmental consulting         $109          $-         $-        $109
RMT           IEA              Environmental consulting           71           -          -          71
RMT           IESU             Environmental consulting           33           -          -          33
RMT           Barge            Environmental consulting            7           -          -           7
RMT           Resources        Environmental consulting           12           -          -          12
RMT           IPC              Environmental consulting            1           -          -           1
Williams      Cargill-Alliant  Coal handling                     159           -          -         159
---------------------------------------------------------------------------------------------------------------


Part II -- Transactions performed by associate companies on behalf of reporting companies (a):
---------------------------------------------------------------------------------------------------------------
 Associate      Reporting                                         Direct      Indirect                Total
  Company        Company              Types of                    Costs       Costs       Cost of     Amount
 Rendering      Receiving             Services                    Charged     Charged     Capital     Billed
 Services       Services              Rendered                    (in         (in         (in         (in
                                                                  thousands)  thousands)  thousands)  thousands)
----------------------------------------------------------------------------------------------------------------

                                                                                     

IESU          Cargill-Alliant   Coal Sales                        $324          $-         $-          $324
RMT           IEA               Environmental consulting            71           -          -            71
SERVCO        Cargill-Alliant   Electric capacity & energy sales   305           -          -           305
SERVCO        HEG               Administrative services             17           -          -            17
SERVCO        IEA               Administrative services             58           -          -            58
SERVCO        Schedin           Administrative services              4           -          -             4
SERVCO        Williams          Administrative services             10           -          -            10
Whiting       ISCO              Gas marketing                       83           -          -            83
Whiting       IEA               Gas marketing                        7           -          -             7
Williams      Cargill-Alliant   Coal handling                      159           -          -           159

---------------------------------------------------------------------------------------------------------------

NOTE:  All services provided by SERVCO were directly charged to the reporting company, thus there were no
cost allocations.

(a)     The following abbreviations were used:
-------------- ------------------------------------------      ----------------- ---------------------------------------
Abbreviation         Legal Name                                  Abbreviation          Legal Name
-------------- ------------------------------------------      ----------------- ---------------------------------------

                                                                                   
Barge             IEI Barge Services, Inc.                     Resources         Alliant Energy Resources, Inc.
Cargill-Alliant   Cargill-Alliant, LLC                         RMT               RMT, Inc.
HEG               Heartland Energy Group, Inc.                 SERVCO            Alliant Energy Corporate Services,Inc.
IEA               Industrial Energy Applications,Inc.          Schedin           Schedin & Associates, Inc.
IESU              IES Utilities Inc.                           Whiting           Whiting Petroleum Corporation
IPC               Interstate Power Company                     Williams          Williams Bulk Transfer Inc.
ISCO              Alliant Energy Industrial Services, Inc.     WP&L              Wisconsin Power and Light Company
-------------- -------------------------------------------     ----------------- ---------------------------------------






ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
(Dollars in thousands)



Investments in energy-related companies:

-------------------------------------------------------------------- -------------------- ---------
                                                                                       

Total consolidated capitalization as of December 31, 2000 (a)            $4,653,690       Line 1
-------------------------------------------------------------------- -------------------- ---------

Total capitalization multiplied by 15% (Line 1 multiplied by 0.15)          698,054       Line 2
-------------------------------------------------------------------- -------------------- ---------

Greater of $50 million or total capitalization multiplied by 15% (Line 2)   698,054       Line 3

-------------------------------------------------------------------- -------------------- ---------

Total current aggregate investment subsequent to April 21, 1998
(categorized by major line of energy-related business):
     Energy-related business category i                                      74,336
     Energy-related business category ii                                          -
     Energy-related business category iii                                         -
     Energy-related business category iv                                          -
     Energy-related business category v                                      21,073
     Energy-related business category vi                                         31
     Energy-related business category vii                                     2,750
     Energy-related business category viii                                   13,341
     Energy-related business category ix                                     13,294
     Energy-related business category x                                           -
                                                                     ___________________
          Total current aggregate investment                                124,825       Line 4
-------------------------------------------------------------------- -------------------  ---------

Difference between the greater of $50 million or 15% of
capitalization and the total aggregate investment of the
registered holding company system
(Line 3 less Line 4)                                                       $573,229       Line 5
-------------------------------------------------------------------- -------------------  ---------

Investments in gas-related companies:

-------------------------------------------------------------------- ---------------------
Total current aggregate investment (categorized by major
line of gas-related business):
     Gas-related business category i                                    $-
     Gas-related business category ii                                    -
         Total current aggregate investment                          ___________________
                                                                        $-
-------------------------------------------------------------------- -------------------


(a) Includes common equity,  cumulative  preferred  stock of  subsidiaries,
long-term  debt,  current  maturities  and  sinking  funds and  short-term  debt
(variable  rate  demand  bonds,   commercial  paper,  notes  payable  and  other
short-term borrowings).



ITEM 5 - OTHER INVESTMENTS
(Dollars in thousands)




---------------------------------- --------------- -------------- ------------------------------------------
                                      Other            Other
          Major Line Of             Investment      Investment
         Energy-Related              In Last          In This            Reason for Difference
            Business                  U-9C-3          U-9C-3             In Other Investment
                                      Report          Report
---------------------------------- --------------- -------------- ------------------------------------------

                                                                    

Energy-related business category i*      $48,475       $48,475           No change.


Energy-related business category v*        8,289         8,289           No change.


Energy-related business category vi*       2,569         2,569           No change.


Energy-related business category vii*     11,822        11,822           No change.


Energy-related business category ix*       5,175         4,705           (a) In the fourth quarter of 2000, Oak
                                                                          Hill Pipeline L.P. made a distribution
                                                                          of $470 to Industrial Energy
                                                                          Applications Delaware Inc.
---------------------------------- ------------- -------------- ------------------------------------------




     * Item 5 includes aggregate  investments that were invested or committed to
be invested in energy-related companies, prior to the date Rule 58 was effective
for Alliant Energy Corporation (April 21, 1998 - Date Alliant Energy Corporation
became a registered holding company),  for which there is recourse,  directly or
indirectly, to Alliant Energy Corporation or any subsidiary thereof.
























ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
List all financial statements and exhibits filed as a part of this report.

A.  FINANCIAL STATEMENTS:

Omitted for the fourth quarter pursuant to instructions for "Item 6."


B.      EXHIBITS:

1.   Exhibit A - Certificate of Alliant Energy Corporation

2.   Copies of  contracts  required  by Item 3:
B-1  Environmental  services contract  between  Wisconsin Power and Light
     Company and RMT, Inc. dated July 7, 2000 - incorporated by reference to
     Exhibit B-1 to Alliant Energy  Corporation's Form U-9C-3 for the quarter
     ended  September 30, 2000.
B-2  Service  Agreement by and among Alliant Energy  Resources,  Inc., IPC
     Development  Company,  Inc. and Alliant Energy Corporate  Services,  Inc.
     - incorporated by reference to Exhibit 10.2 to Alliant  Energy
     Corporation's  Form 10-Q for the quarter ended June 30, 1998.
B-3  Services  Agreement by and among Alliant Energy  Corporate  Services,
     Inc. and Cargill-Alliant LLC dated March 2, 2000.

Copies of other contracts required to be provided by Item 3 have been filed
under confidential treatment pursuant to Rule 104 (b).



                                   SIGNATURES



     Pursuant to the  requirements  of the Public Utility Holding Company Act of
1935, Alliant Energy Corporation has duly caused this report to be signed on its
behalf by the  undersigned,  thereunto duly  authorized on the 30th day of March
2001.

ALLIANT ENERGY CORPORATION
--------------------------
Registrant

By: /s/ John E. Kratchmer   Corporate Controller and Chief Accounting Officer
--------------------------  (Principal Accounting Officer)
John E. Kratchmer






















     Exhibit A


                           ALLIANT ENERGY CORPORATION
              222 West Washington Avenue, Madison, Wisconsin 53703

                                   CERTIFICATE

     Pursuant  to the  requirements  of Rule 58 of the  Public  Utility  Holding
Company Act of 1935,  the  undersigned  certifies  that a conformed  copy of the
quarterly  report  on Form  U-9C-3  shall be filed  with  the  interested  state
commissions  promptly after filing with the SEC. The names and addresses of each
state commission having jurisdiction over the retail rates of the public utility
companies that are associate companies of any of the reporting companies are:

Iowa Utilities Board
350 Maple Street
Des Moines, Iowa 50319-0069

Illinois Commerce Commission
P.O. Box 19280
Springfield, Illinois 62794-9280

Minnesota Public Utilities Commission
121 7th Place E. Suite 350
St. Paul, MN 55101-2147

Public Service Commission of Wisconsin
610 North Whitney Way, P.O. Box 7854
Madison, Wisconsin 53707-7854


ALLIANT ENERGY CORPORATION
--------------------------
Registrant

By: /s/ John E. Kratchmer  Corporate Controller and Chief Accounting Officer
-------------------------- (Principal Accounting Officer)
John E. Kratchmer





                                                    Exhibit B-3
                SERVICE AGREEMENT



     This Service Agreement ("Agreement"), dated as of March 2, 2000, is entered
into by and  between  ALLIANT  ENERGY  CORPORATE  SERVICES,  INC.  as agent  for
Wisconsin  Power  and  Light  Company   (collectively   "ALLIANT   ENERGY")  and
CARGILL-ALLIANT,  LLC ("CUSTOMER") for the sale of electric  capacity and energy
from ALLIANT ENERGY to CUSTOMER  (hereinafter  referred to as  "Transaction"  or
"Transactions").   This   Agreement  is  made   pursuant  to  ALLIANT   ENERGY's
Market-Based  Wholesale  Power Sales Tariff  (MR-1),  FERC  Electric  Tariff No.
ER99-230-000.

     Each Transaction hereunder will be carried out under the terms and
conditions as agreed upon by ALLIANT ENERGY and CUSTOMER in accordance  with the
terms and conditions of the Market-Based Wholesale Power Sales Tariff (MR-1) and
the Market-Based  Wholesale Power Sales Schedules.  In addition,  ALLIANT ENERGY
and CUSTOMER  (also referred to as "PARTIES")  agree to the following  terms and
conditions:

     1. ALLIANT ENERGY will use the following pricing mechanism that will permit
it to sell power to CUSTOMER  in a manner  that  eliminates  the  potential  for
affiliate  abuse.  Several  discrete markets exist within the general market for
electric  capacity  and  energy:  an  hourly  market;  a  next-day  market;  a
balance-of-the-week/next-week/balance-of-the-month market; and a forward market.
ALLIANT  ENERGY  proposes to sell  electric  capacity  and energy to CUSTOMER at
prices  that  accurately  reflect  market  conditions  in each of  these  market
segments,  but for  material  Transactions,  in no case  will  sales  be made to
CUSTOMER  at prices  less than the  highest  bid  instantaneously  available  to
ALLIANT ENERGY.

a.   HOURLY  MARKET:  At present,  no  commercial  service  compiles and reports
     real-time  hourly prices in the Midwestern  markets in which ALLIANT ENERGY
     and CUSTOMER transact. As part of its normal bulk power trading operations,
     ALLIANT ENERGY will continue to survey and compile  real-time  hourly price
     information  from a  sample  of  representative  utilities  in the  Midwest
     region. From the market information compiled,  ALLIANT ENERGY will document
     the high and low price  range for each  hour in the day.  This  information
     will  provide  market  reference  points in the  absence  of  independently
     published pricing indices.  When ALLIANT ENERGY sells electric capacity and
     energy to CUSTOMER,  the price of the  Transaction  will be within the high
     and low range for the given hour, and for Transactions  with a total hourly
     value   greater  than  $20,000  will  be  no  less  than  the  highest  bid
     instantaneously  available to ALLIANT ENERGY.  In essence,  there will be a
     higher   standard  for  more   material   (i.e.,   greater  than   $20,000)
     Transactions.  For Transactions exceeding $20,000,  ALLIANT ENERGY will not
     sell  to  CUSTOMER   without   securing  at  least  three   competing   and
     instantaneously available bids and in those cases may only sell to CUSTOMER
     when its bid is greater  than or equal to the highest  bid  instantaneously
     available.  For all Transactions  greater than $20,000, all instantaneously
     available   bids,   appropriately   adjusted  for  basis  and   contractual
     differences,  will be documented including the chosen bid. For Transactions
     less than $20,000 for a given hour,  ALLIANT ENERGY traders will be allowed
     to  rely  on  general  market  conditions  to make  sales  to all  parties,
     including   CUSTOMER,   without  securing  competing  and   instantaneously
     available  bids.  In the case of sales to the  latter,  in no case will the
     sales be less than the lowest price bid by a  non-affiliated  party for the
     given hour in question.

b.   NEXT-DAY  MARKET:  As part of its  normal  bulk power  trading  operations,
     ALLLANT  ENERGY  will  continue  to  survey  and  compile   next-day  price
     information  from a  sample  of  representative  utilities  in the  Midwest
     region. In particular,  ALLIANT ENERGY will compile pricing quotes from the
     Com-Ed  hub  and/or  physical  price  quotes  from   MAPP/MAIN,   or  their
     successors,  each obtained  through bidding surveys of utilities and energy
     marketers/brokers  operating in those markets.  From the market information
     compiled, ALLIANT ENERGY will document the high and low price range for the
     next-day  market.  This information will provide market reference points in
     the absence of independently published pricing indices. When ALLIANT ENERGY
     sells next-day electric  capacity and energy to CUSTOMER,  the price of the
     Transaction  will be within  the high and low range,  and for  Transactions
     with a total  next-day  value greater than $50,000 will be no less than the
     highest bid instantaneously  available to ALLIANT ENERGY. In essence, there
     will be a higher  standard for more material  (i.e.,  greater than $50,000)
     Transactions.  For Transactions exceeding $50,000,  ALLIANT ENERGY will not
     sell  to  CUSTOMER   without   securing  at  least  three   competing   and
     instantaneously available bids and in those cases may only sell to CUSTOMER
     when its bid is greater  than or equal to the highest  bid  instantaneously
     available.  For all Transactions  greater than $50,000, all instantaneously
     available   bids,   appropriately   adjusted  for  basis  and   contractual
     differences,   will  be  documented  including  the  chosen  bid.  For  all
     Transactions less than $50,000 for a given day, ALLIANT ENERGY traders will
     be  allowed  to rely on  general  market  conditions  to make  sales to all
     parties, including CUSTOMER, without securing competing and instantaneously
     available  bids.  In the case of sales to the  latter,  in no case will the
     sales be less than the lowest price bid by a  non-affiliated  party for the
     given day in question.

c.   BALANCE-OF-WEEK/NEXT-WEEK/BALANCE-OF-MONTH  MARKET:  In connection with the
     balance-of-week/next-week/balance-of-month market, the PARTIES will use the
     same methodology used for the next-day market.

d.   FORWARD  MARKET:  In connection  with forward  market  (i.e.,  Transactions
     beyond balance-of-month  market), the PARTIES will use the same methodology
     used for the next-day  market.  The only  exception  is that forward  price
     indices as published by the New York Mercantile Exchange (in particular the
     Cinergy hub) will be used as a price reference point, in addition to Com-Ed
     hub price  quotes and the  MAPP/MAIN  physical  price  quotes  that will be
     obtained  through the bidding surveys  described in the above paragraph "b"
     relating  to  the   next-day   market.   The  Cinergy  hub  price  will  be
     appropriately  adjusted  to  include  any  transmission  expenses  or other
     relevant  market  data to  account  for basis and  contractual  differences
     between markets. All other criteria as described in the above paragraph "b"
     will be implemented for this market.

     2. The PARTIES will make  available  to the Public  Service  Commission  of
Wisconsin  ("Commission") all off-system sales that occur contemporaneously with
customer  interruptions.

     3. The Standard of Conduct  contained in Appendix A, which is  incorporated
herein fully by reference, will be followed by the PARTIES for each Transaction.


     4.  PARTIES will ensure that the  Commission  is copied on all filings that
ALLIANT ENERGY makes to the Federal  Energy  Regulatory  Commission  ("FERC") as
required by FERC's order approving the Transaction.

     5.  PARTIES  will  ensure  that the  Commission  is  copied  on  CUSTOMER'S
quarterly filing to the FERC which reports transactions with affiliates.



     IN WITNESS  WHEREOF,  ALLIANT  ENERGY and CUSTOMER have caused this Service
Agreement to be executed by their respective authorized officials as of the date
first above written.

ALLIANT ENERGY                                  CARGILL-ALLIANT, LLC
CORPORATE SERVICES, INC.,
as agent for Wisconsin Power
and Light Company


/s/ William D. Harvey    3/2/00                 /s/
--------------------------------           -------------------------------

Executive Vice President                   Vice President
--------------------------------           -------------------------------
Title                                       Title






     Appendix A

                   ALLIANT ENERGY CORPORATE SERVICES, INC.

                           STATEMENT OF POLICY AND
                               CODE OF CONDUCT


     The  following  Statement  of Policy  and Code of Conduct  will  govern the
relationship among Alliant Energy Corporate Services,  Inc. ("Alliant Service");
the Alliant Energy ("AEC") Operating Companies (Note 3); Alliant Services' power
marketer affiliates, Heartland Energy Services, Inc., and Cargill-Alliant,  LLC;
and any other  affiliates  of Alliant  Services  that may be  authorized  by the
Federal Energy Regulatory  Commission  ("FERC") to engage in sales for resale of
energy and capacity at  market-based  rates (the  "Marketing  Affiliates").  For
purposes  of  this   Statement  of  Policy  and   Standards   of  Conduct,   the
jurisdictional  public utility affiliates of  Cargill-Alliant  are considered to
consist of Wisconsin Power & Light Company  ("WP&L"),  South Beloit Water, Gas &
Electric  Company  ("SBWGE"),  lES Utilities,  Inc.  ("IES"),  and Alliant Power
Company ("IPC") (collectively, "the AEC Companies").

     It is the  policy of the AEC  Companies  that the  business  activities  of
Cargill-Alliant  will not be subsidized by the AEC Companies' utility customers.
To this end,  the  business  activities  of  Cargill-Alliant  will be  conducted
separately from the AEC Companies' utility operations.

     It is  the  AEC  Companies'  policy  that  there  will  be no  preferential
treatment   with  respect  to   wholesale   power   transactions   in  favor  of
Cargill-Alliant's  business  activities  so as to confer  an unfair  competitive
advantage on Cargill-Alliant with respect to its competitors.

1.   Alliant  Services and AEC Operating  Companies will not, either through its
     policies or  procedures,  provide the Marketing  Affiliates  with any undue
     preference over non-affiliated customers.  No Alliant Services employee or
     any AEC  Operating  Company  employee  will  state or will imply that undue
     preferential  treatment  will be  available  to any customer as a result of
     such customer's affiliation with any of the Marketing Affiliates.

2.   The books,  records,  and accounts of the AEC Companies  will be maintained
     separately from those of Cargill-Alliant.

3.   AEC Companies' employees who operate the AEC Companies' system or engage in
     power  purchasing  or  selling  on  behalf  of the  AEC  Companies  will be
     physically,  operationally,  and functionally separate from Cargill-Alliant
     employees performing power-marketing activities.

4.   All  personnel of Alliant  Services and the AEC  Operating  Companies  will
     abide by the Standards of Conduct for Public Utilities  established by FERC
     in Order 889 and Order 889-A, as codified at 18 CFR sub-section 37.1-37.4.




     Note 3: The Alliant  Energy  Operating  Companies are  wholly-owned  public
utility  company  subsidiaries  of  Alliant  Energy  Corporation.  They  are IES
Utilities,  Inc.; Interstate Power Company; and Wisconsin Power & Light Company.
Alliant Services is authorized to serve as agent for the AEC Operating Companies
for the sale or of electric energy and/or electric capacity.












     Appendix A


5.   No employees of Alliant  Services or any AEC  Operating  Company will share
     market  information  with any employee of a Marketing  Affiliate unless all
     such  information  is  simultaneously  made  available to the public.  This
     policy will not apply to market information known to be publicly available,
     or to market information  disclosed to employees of a Marketing  Affiliate,
     Alliant Services, or the AEC Operating Companies who are engaged in support
     functions,   including  human  resources,   information   resources,   data
     processing, finance, legal, accounting, and other support personnel who are
     not  responsible  for  directing,  organizing  and  executing  the business
     decisions  of the  wholesale  merchant or  generation  functions of Alliant
     Services and the Marketing  Affiliates,  provided  that such  employees are
     prohibited from acting as conduits to pass market information obtained from
     Alliant Services, the AEC Operating Companies,  or a Marketing Affiliate to
     the other.















Alliant Services, Inc.                             Original Sheet No.22
Market-Based Wholesale Power Sales Tariff (MR-1)   Effective: December 16,1998


     ATTACHMENT A




                           Alliant Services Company
               Market-Based Wholesale Power Sales Tariff (MR-1)










                                   Form of
                         Short-Term Service Agreement





































Alliant Services ,Inc.                             Original Sheet No. 22
Market-Based Wholesale Power Sales Tariff (MR-1)   Effective: December 16, 1998

     Attachment A

                     FORM OF SHORT-TERM SERVICE AGREEMENT

                    (For Transactions of One Year or Less)

     This  Service  Agreement,  dated as of May 28,  1999 , is  entered  into by
between Alliant Services Company ("Alliant Services") and  Cargill-Alliant,  LLC
("Customer"),  pursuant to the Alliant  Services  Market-Based  Wholesale  Power
Sales Tariff (MR-1),  FERC Electric  Tariff No. 1 .

     Each  transaction  hereunder will be carried out under terms and conditions
as agreed upon by Alliant Services and the Customer in accordance with the terms
and conditions of the  Market-Based  Wholesale Power Sales Tariff (MR-1) and the
Market-Based  Wholesale  Power  Sales  Schedules.

     IN WITNESS WHEREOF,  Alliant Services and Customer have caused this Service
Agreement to be executed by their respective authorized officials as of the date
first above written.

CARGILL-ALLIANT, LLC                         ALLIANT SERVICES COMPANY


 /s/ David Gabriel        5/20/99          /s/ Jeffrey A. Gibbons    5/28/99
---------------------------------         ----------------------------------
Signature                  Date           Signature                    Date

Mr. David Gabriel                         Jeffrey A. Gibbons
-----------------                         ------------------
Name                                      Name

President                                 Short Term Bulk Power Coordinator
---------                                 ----------------------------------
Title                                     Title































Alliant Services, Inc.                             Original Sheet No.-1-
Market-Based Wholesale Power Sales Tariff (MR-1)   Effective: December 16,1998


     ATTACHMENT B



                           Alliant Services Company
               Market-Based Wholesale Power Sales Tariff (MR-1)








                      Form of Certificate of Concurrence























































Alliant Services, Inc.                             Original Sheet No.-2 -
Market-Based Wholesale Power Sales Tariff (MR-1)   Effective: December 16, 1998


     Attachment B

                       Form of Certificate of Concurrence
          (To be completed and appended to the Service Agreement in the
      event the Customer wishes to reserve its right under the MR- 1 Tariff
         to engage in exchange transactions under the Service Agreement)


____ Customer does not intend to engage in exchange transactions under this
Service Agreement.

__X__Customer  intends to engage in  exchange  transactions  under this  Service
     Agreement, and accordingly:


     This is to certify that  Cargill-Alliant,  LLC ("Customer")  assents to and
concurs in the annexed  Service  Agreement for exchange  transactions  under the
Market-Based  Wholesale  Power Sales Tariff (MR-1) of Alliant  Services  Company
(the "Tariff ), which Alliant  Services has filed,  and (if  applicable)  hereby
files  this  Certificate  of  Concurrence  in lieu of the  filing of a  separate
service agreement for such exchange transactions.

     With respect to such  exchange  transactions  under the Service  Agreement,
Customer  will arrange and be  responsible  for any  transmission  and ancillary
services on its transmission system, unless otherwise agreed by the parties.

     Where  Customer  arranges for  transmission  and ancillary  services on its
system for its deliveries to Alliant Services under exchange  transactions under
this Service  Agreement,  it will have a service agreement under its open access
transmission  tariff on file to govern service for such deliveries.  Charges for
such  transmission  and  ancillary  services  will be  stated  separately  in an
attachment  to this  service  agreement,  will not  exceed  those set forth such
attachment,  and will not exceed the charges assessed to Customer under its open
access  transmission  tariff.  In the event  Customer  revises  the  charges for
transmission and ancillary services under its open access  transmission  tariff,
Customer will revise the charges set forth in said attachment.

     Where Alliant Services arranges for transmission and ancillary  services on
Customer's  system,  Alliant  Services  will  have  a  service  agreement  under
Customer's  open access  transmission  tariff on file to govern service for such
deliveries.

                        CUSTOMER:   Cargill-Alliant, LLC
                                    --------------------

                        Signature:  /s/ David Gabriel
                                    -----------------

                        By:         Mr. David Gabriel
                                    ------------------
                                    Name

                                    President
                                    ---------
                                    Title