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U.S. Securities and Exchange Commission


(Release No. 35-27826)

Filings Under the Public Utility Holding Company Act of 1935, as amended ("Act")

March 31, 2004

Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendment(s) is/are available for public inspection through the Commission's Branch of Public Reference.

Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by April 26, 2004, to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549-0609, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After April 26, 2004, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Alliant Energy Corporation (70-10207)

Notice of Proposal to Amend Articles of Incorporation; Order Authorizing the Solicitation of Proxies

Alliant Energy Corporation ("Alliant Energy"), a registered holding company, 4902 N. Biltmore Lane, Madison, Wisconsin 53718, has filed a declaration ("Declaration") under sections 6(a), 7, and 12(e) of the Act and rules 54, 62, and 65 under the Act.

Alliant Energy requests authority to: (1) amend its Restated Articles of Incorporation, as amended ("Restated Articles"), to increase the number of authorized shares of common stock that it may issue; and (2) solicit shareholder consents in connection with that proposed amendment ("Proxy Solicitation") for use at its annual shareholders' meeting ("Annual Meeting"), which is scheduled to take place May 21, 2004.

Alliant Energy is authorized under its Restated Articles to issue 200 million shares of common stock, $0.01 par value per share. Currently, there are only 21,004,131 authorized shares of Alliant Energy available for issuance for future business purposes.1 Alliant Energy's board of directors has approved for submission to its shareowners at its 2004 Annual Meeting an amendment to the Restated Articles that would increase the number of authorized shares of common stock from 200,000,000 to 240,000,000.

Alliant Energy anticipates that it will require in the future a greater number of authorized shares of common stock than is currently available under its Restated Articles to issue new equity to fund its capital expenditure program, including its recently announced domestic regulated generation build-out program. By this Declaration, Alliant Energy is not requesting any new or additional financing authority.

For the proposed amendment to the Restated Articles to be approved, the number of shareholder votes cast in favor of the proposal must exceed the number of votes cast against it at the Annual Meeting.

Alliant Energy has requested that an order be issued authorizing commencement of the Proxy Solicitation. It appears that, regarding the Proxy Solicitation, the Declaration should be permitted to become effective immediately under rule 62(d).

The proposed transaction is subject to rule 54 under the Act. Rule 54 provides that, in determining whether to approve any transaction that does not relate to an "exempt wholesale generator" ("EWG") or "foreign utility company" ("FUCO"), as defined in sections 32 and 33, respectively, the Commission shall not consider the effect of the capitalization or earnings of any subsidiary which is an EWG or FUCO upon the registered holding company system if paragraphs (a), (b) and (c) of rule 53 are satisfied.

Currently, Alliant Energy does not meet all of the conditions of rule 53(a). As of December 31, 2003, Alliant Energy's "aggregate investment," as defined in rule 53(a)(1), in EWGs and FUCOs was approximately $517.5 million, or approximately sixty-six percent of Alliant Energy's average "consolidated retained earnings," also as defined in rule 53(a)(1), for the four quarters ended December 31, 2003 ($784.6 million). Although this exceeds the 50% "safe harbor" limitation contained in rule 53(a), it is within the investment limit previously authorized by the Commission. See Holding Company Act Release No. 27448 (October 3, 2001) ("EWG/FUCO Order") (authorizing Alliant Energy to increase its "aggregate investment" in EWGs and FUCOs to an amount equal to 100% of its average consolidated retained earnings). Alliant Energy satisfies all of the other conditions of paragraphs (a) and (b) of rule 53, and none of the adverse conditions specified in rule 53(b) exist.

Since September 30, 2001, the end of the quarterly period immediately preceding the issuance of the EWG/FUCO Order, Alliant Energy has experienced an increase in consolidated common stock equity.2 Alliant Energy states that the proposed transactions will have no impact on its consolidated capitalization.

With regard to earnings attributable to its investments in EWGs and FUCOs, Alliant has experienced losses from its portfolio of FUCOs in calendar years 2000, 2001 2002, and 2003 ($17.7 million, $25.3 million, and $26.7 million, respectively). The company's losses on its Brazil investments were unexpectedly large in 2002, resulting primarily from the impact of a decline in currency translation rates, as well as from charges related to recovery of the impacts of electricity rationing in Brazil and other prior costs. Since then, energy demand has increased and several rate increases have been approved. In fiscal year 2003, Alliant Energy's FUCO investments generated approximately $3.8 million in income (not including gain from sale of Australian FUCO investments).

The fees, commissions and expenses incurred or to be incurred by Alliant Energy in connection with the proposed transactions, including the Proxy Solicitation, are estimated not to exceed $21,000.

No state commission, and no federal commission, other than this Commission, has jurisdiction over the proposed Proxy Solicitation.

IT IS ORDERED, under rule 62 under the Act, that, with respect to the Proxy Solicitation, the Declaration is permitted to become effective immediately, subject to the terms and conditions contained in rule 24 under the Act.

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

Margaret H. McFarland
Deputy Secretary


Modified: 04/19/2004