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Correspondence 12/14/05

            Alliant Energy Corporation

            Worldwide Headquarters

            4902 North Biltmore Lane

            P.O. Box 77007

            Madison, WI 53707-1007

            Office:  1.800.862.6222

            www.alliantenergy.com

December 14, 2005

Mr. Jim Allegretto, Senior Assistant Chief Accountant and

Mr. Anthony Watson, Staff Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

            RE:

            Alliant Energy Corporation

            Form 10-K for Fiscal Year Ended Dec. 31, 2004

            Form 10-Q for Fiscal Quarter Ended Sep. 30, 2005

            Filed March 4, 2005 and Nov. 8, 2005

            File No. 1-9894

Dear Messrs. Allegretto and Watson:

This letter responds to the comments which you provided to Alliant Energy Corporation (Alliant Energy) in a letter dated Nov. 18, 2005, regarding the above-referenced filings.

In responding to your comments, Alliant Energy acknowledges that: (i) it is responsible for the adequacy and accuracy of the disclosure in the filings; (ii) the Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission (Commission) from taking any action with respect to the filings; and (iii) Alliant Energy may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

For your convenience, each of the Staff’s comments is set forth below and followed by the response of Alliant Energy.

Form 10-K for Fiscal Year Ended Dec. 31, 2004, filed March 4, 2005

Notes to Consolidated Financial Statements, page 62

Note 1(c) Regulatory Assets and Liabilities, page 63

1.  You disclose regulatory assets not earning a return.  We presume such assets are included in rates but with no return.  If otherwise, please supplementally explain.  If so, please disclose the weighted average remaining life of regulatory assets not earning a return.  You may also want to clarify whether regulatory assets not requiring the outlay of cash are included in your numerical disclosure of non-earning regulatory assets.  Finally, tell us whether regulatory liabilities, that provide a source of interest free funds, reduce rate base.  If so, we believe you should clarify such in future filings since such information is useful in analyzing the rate environment of the entity.

Response – Your presumption that regulatory assets not earning returns are included in rates but with no return is correct.  The carrying costs of the regulatory assets not earning a return are borne by Alliant Energy’s shareowners and are not recovered in rates.  At Dec. 31, 2004, the weighted average remaining amortization periods for regulatory assets not earning a return were approximately 14 years and 4 years for Interstate Power and Light Company (IPL) and Wisconsin Power and Light Company (WPL), respectively.  IPL and WPL are both subsidiaries of Alliant Energy.  Alliant Energy will disclose the weighted average remaining life of regulatory assets not earning a return in future filings if such information is deemed to be material.  All of the regulatory assets not earning a return required an outlay of cash.

Regulatory liabilities related to cost of removal obligations reduce rate base.  A significant portion of the remaining regulatory liabilities are not used to reduce rate base.  In future filings, Alliant Energy will include expanded disclosures regarding the rate base treatment of significant regulatory liabilities.

2.  Please explain to us the nature of the ARO regulatory asset.  Given the existence of the “cost of removal obligation” regulatory liability, tell us why you have a regulatory asset associated with your legal obligation and a liability for non-legal removal obligations.  In short, how did you associate the portion of amounts collected for legal and non-legal removal with the associated legal and non-legal obligation.  In this regard, show us your computation of the legal liability for IPL, WPL and WPC and the entries you made to adopt SFAS no. 143 and record the regulatory liability associated with asset closure.  Show us how you determined the amount you were collecting in rates associated with each plant or type of plant.  We presume there was no income statement impact of the adoption of Statement no. 143 for IPL and WPL but WPC was the sole reason for Alliant’s 2001 cumulative effect
charge.  If otherwise, please explain.  Please be detailed in your explanation reconciling financial statement balances and related disclosures when practicable.

Response - The scope of Statement of Financial Accounting Standards (SFAS) No. 143, “Accounting for Asset Retirement Obligations (AROs)” (SFAS 143) as it related to Alliant Energy primarily included nuclear decommissioning costs for IPL’s interest in the Duane Arnold Energy Center (DAEC) and WPL’s interest in the Kewaunee Nuclear Power Plant (Kewaunee).  Other than DAEC and Kewaunee, Alliant Energy’s AROs were not significant at the date of adoption of SFAS 143 (i.e., Jan. 1, 2003).  Alliant Energy also notes that WPL sold its interest in Kewaunee in the third quarter of 2005 and upon the sale closing, the buyer assumed responsibility for the eventual decommissioning of Kewaunee.  IPL is in the process of selling its interest in DAEC and currently expects such sale to close no later than January 2006.  IPL’s sales agreement for DAEC also contemplates that the buyer will assume
responsibility for the eventual decommissioning of DAEC.

The ARO regulatory asset for IPL and WPL reflects the regulatory treatment, authorized by the applicable regulatory agencies, for depreciation and accretion expenses related to DAEC and Kewaunee that were recorded in accordance with SFAS 143 and have not yet been recovered in rates.  Regulatory liabilities related to cost of removal obligations reflect other future removal costs that IPL and WPL have collected in rates that do not have an associated legal ARO.  IPL and WPL recognize a regulatory liability for the estimated amounts they have collected in rates to date for these other future removal costs less amounts spent on these removal activities to date.

The amounts collected in rates for both legal and non-legal removal obligations are determined by the Federal Energy Regulatory Commission (FERC) and the state regulatory commissions having jurisdiction over Alliant Energy’s domestic utility wholesale and retail rates.  Please refer to Note 11(f) of Alliant Energy’s Notes to Consolidated Financial Statements included in its 2004 Form 10-K for assumptions used by regulators to determine the level of recovery of decommissioning costs related to DAEC and Kewaunee.

Included within the estimated total decommissioning costs for DAEC and Kewaunee were costs to terminate the operating license of these nuclear plants.  IPL and WPL determined that the costs to terminate the operating licenses of these nuclear facilities were the only legal obligations, as defined by SFAS 143, associated with decommissioning these nuclear facilities.  Therefore, only costs to terminate the operating licenses of these nuclear facilities were reflected in Alliant Energy’s ARO.  The calculation to estimate the legal obligation portion of the decommissioning costs collected in rates was determined for each nuclear facility by taking the anticipated cost to terminate each operating license divided by the anticipated total costs to decommission each facility multiplied by the total decommissioning collections received from customers as of the date of adoption of SFAS 143 for each facility.

As part of its adoption of SFAS 143 in 2003, IPL recorded the following entries related to the ARO associated with certain decommissioning costs for DAEC (in millions).

            Account

            Dr.

            Cr.

            Electric plant in service

            $30.3

            ARO

            $30.3

            Recognize present value of the ARO at the date DAEC was placed into service

            Other assets - regulatory assets

            $20.2

            Accumulated depreciation

            $20.2

            Recognize depreciation of electric plant in service in previous entry from the date DAEC was placed in service through the date of adoption of SFAS 143

            Other assets - regulatory assets

            $149.3

            ARO

            $149.3

            Recognize accretion of the ARO from the date DAEC was placed in service through the date of adoption of SFAS 143

            Other long-term liabilities – cost of removal obligations

            $121.2

            Other assets - regulatory assets

            $121.2

            Reclass decommissioning costs collected from customers through the date of adoption of SFAS 143 that related to termination of the operating license of DAEC

As part of its adoption of SFAS 143 in 2003, WPL recorded the following entries related to the ARO associated with certain decommissioning costs for Kewaunee (in millions).

            Account

            Dr.

            Cr.

            Electric plant in service

            $24.1

            ARO

            $24.1

            Recognize present value of the ARO at the date Kewaunee was placed into service

            Other assets - regulatory assets

            $15.0

            Accumulated depreciation

            $15.0

            Recognize depreciation of electric plant in service in previous entry from the date Kewaunee was placed in service through the date of adoption of SFAS 143

            Other assets - regulatory assets

            $150.3

            ARO

            $150.3

            Recognize accretion of the ARO from the date Kewaunee was placed in service through the date of adoption of SFAS 143

            Other long-term liabilities – cost of removal obligations

            $163.2

            Other assets - regulatory assets

            $163.2

            Reclass decommissioning costs collected from customers through the date of adoption of SFAS 143 that related to termination of the operating license of Kewaunee

As part of its adoption of SFAS 143 in 2003, Whiting Petroleum Corporation (WPC) recorded the following entries related to the ARO associated with plugging and abandoning its oil and gas wells (in millions).

            Account

            Dr.

            Cr.

            Cum. effect of change in acctg. principle, net of tax

            $3.9

            Deferred tax asset

            $2.4

            Oil and gas properties - Proved property costs

            $10.1

            ARO

            $16.4

            Record ARO at adoption of SFAS 143

Please note that the assets and liabilities recorded by WPC above were reflected as “Assets held for sale” and “Liabilities held for sale” on Alliant Energy’s Consolidated Balance Sheet following Alliant Energy’s commitment to sell its interest in WPC in November 2002.  Alliant Energy sold the majority of its interest in WPC in 2003 and its remaining interest in 2004.

Alliant Energy recorded a $6.0 million loss for the year ended Dec. 31, 2003 in “Cumulative effect of changes in accounting principles, net of tax” in its Consolidated Statements of Income.  This loss included $2.1 million related to the impact of adopting EITF Issue 02-3 and $3.9 million related to the impact of adopting SFAS No. 143.  The entire $3.9 million related to ARO at WPC and there was no income statement impact for WPL or IPL given the regulatory treatment outlined above.

Note 3 Leases, page 68

3.  Please provide us with your analysis you performed in applying FIN 46(R) in fiscal year 2004 with respect to your various synthetic leases and tell us in detail why they did not meet the consolidation requirements of FIN 46(R).  Please ensure we understand whether you believe the synthetic leases are scoped out of FIN 46R, and if so, why, and if not, how you considered the guarantees and/or other forms of subordinated financial support you provide to these entities in your FIN 46R analysis.

Response - Alliant Energy evaluated each of its synthetic leases under paragraph 5 of Financial Accounting Standards Board Interpretation No. 46R, “Consolidation of Variable Interest Entities” (FIN 46R) in order to determine if each was a variable interest entity.  At Dec. 31, 2004, Alliant Energy’s synthetic leases included four different lessor entities, none of which qualified as variable interest entities under FIN 46R.  As such, Alliant Energy’s synthetic leases were not subject to FIN 46R. There have not been any triggering events since the date of Alliant Energy’s original analysis that would require re-evaluation under FIN 46R of these synthetic leases.

For three of the lessor entities, such determination was based upon review of the third party financial confirmation letter received from each lessor indicating the equity at risk was sufficient to finance the activities of each entity without additional subordinated financial support and
the equity investor had the obligation to absorb expected losses and the right to receive expected residual returns of each entity.  The total equity investment at risk provided the holders of each investment with the characteristics of a controlling financial interest with a single class of equity.  As a result, each lessor entity was a wholly-owned subsidiary and consolidated by their equity holder and parent company, which was not Alliant Energy.  Additionally, since no leased assets represented more than half of the fair value of the lessor entities’ assets, the residual value guarantees were not considered guarantees of the
lessor entities’ equity in accordance with paragraph 12 of FIN 46R.

Alliant Energy determined, through its review of lease and associated documents, the fourth lessor entity was not a variable interest entity under FIN 46R since the equity at risk was sufficient to finance the entity’s activities without additional subordinated financial support, the equity investor had the ability to make decisions about the entity’s activities through voting rights and the equity investor had the obligation to absorb expected losses primarily attributable to credit losses and certain residual value losses and the right to receive expected residual returns if they occur.  Additionally, there was a single equity investor resulting in proportionate voting rights.

4.  We note that you are unable to obtain information in order to assess whether the counterparties on the Riverside plant tolling and RockGen plant purchased-power agreements are variable interest entities and the identity of the primary beneficiary.  Please tell us whether you have any ownership interest either directly or indirectly, in either plant.  If so, advise how the counterparties are able to keep such information away from your preview.  If you are a non-stakeholder in either plant with only an interest to convert or purchase power, please advise how long you expect to utilize the information exception in FIN 46R and whether any attempt to modify the contract to allow you information to determine possible consolidation has occurred.  We may have further comment.

Response - Alliant Energy does not have a direct or indirect ownership interest in either the Riverside or RockGen plants and has not made an attempt to modify these contracts to provide it the right to obtain the information required to determine whether the counterparties for these agreements are variable interest entities or if Alliant Energy is the primary beneficiary.  Each quarterly reporting period since the date of adoption of FIN 46R, Alliant Energy has sent a written request to the counterparties of the Riverside and RockGen agreements
to obtain this information.  Howeve