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                                                   EXHIBIT 10-9
                          WICOR, Inc.
        1998 Corporate Officer's Incentive Compensation Plan


I.  Objectives

The principle objectives of the Plan are:

   A.  To motivate and to provide incentive for officers of WICOR to create 
economic value.

   B.  To ensure a focus on earning a return on capital in excess of the cost 
of capital while also making a positive contribution to earnings.

   C.  To assist in the retention of quality senior management.

   D.  To yield competitive total compensation levels when performance goals 
meet the cost of capital requirement.

II.  Eligibility

Participation in the Plan is limited to designated WICOR corporate officers.  
The Chief Executive Officer will be responsible for recommending eligibility 
changes to the Compensation Committee of the Board of Directors of WICOR, Inc.


III.   Amount of Potential Award

   A.  The minimum, target and maximum award opportunities for each executive, 
as a percentage of base salary (W-2 base salary calendar earnings), are as 
follows:

                               Award as Percent of Salary
                       ------------------------------------------
Position               Minimum         Target           Maximum
------------------     -------       ----------       -----------
Chairman  & CEO          0%              60%            130.50%

President & COO          0%              50%            108.75

Sr. V.P.,
 Treasurer & CFO         0%              45%             97.875%

Asst.Treasurer           0%              20%             43.5%

B.  Each executive's award will be determined based on a combination of WICOR 
and individual performance, with WICOR performance accounting for 75% of the 
award and individual performance weighted at 25%.

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IV.  Performance Criteria and Objective Setting

   A.  Financial Component (75% Weight)

      1.)  Overall WICOR performance will be measured by Return on Capital 
(ROC), which is defined as NOPAT (Net Operating Profit After Tax) divided by 
Total Capital Employed (NOPAT and Total Capital Employed are defined in 
Appendix I). Threshold, Target, and Maximum ROC performance levels, and their 
corresponding incentive awards are as follows:

    Performance Level    1998 Return on Capital    Award as a % of Target
    -----------------    ----------------------    ----------------------
    Below Threshold        Less than 7.2%                   0%

    Threshold                   7.2%                        1%

    Target                      8.5%                      100%

    Maximum or Above           11.1%                      200%

* WICOR Cost of Capital = 8.5%

For performance at levels between Threshold and Target or between Target and 
Maximum, award calculations will be interpolated on a linear basis.
      2.)  ROC payout will be further modified by performance against EPS 
Growth (the modifier).  As seen below, EPS growth performance can modify the 
award by +/- 20%.
                                          Award modification
Performance Level     1998 EPS Growth      as  a % of Target
------------------   ------------------   ------------------
Threshold              < or = to 5%              80%

Target                    10%                   100%

Maximum                > or = to 15%            120%


For performance at levels between Threshold and Target or between Target and
Maximum award calculations will be interpolated on a linear basis. 	

   B.  Discretionary/Individual Component (25% Weight)

The individual component of total incentive compensation will be determined by 
the WICOR Compensation Committee on recommendations from the CEO reflecting 
the individual's overall performance as measured against previously identified 
and agreed upon goals and objectives.  The award may vary between 0% and 150% 
of the individual performance portion of the target award, and will be 
determined and paid independently of Corporate financial performance.

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Combining the previously mentioned components yields the following formula for 
determining annual incentive payout:


Step 1      [ Base Salary   x   Eligible Target % ]

           Multiplied by the sum of Step 2 and Step 3

Step 2   [(ROC Award %  x  EPS Growth Modifier %)   x 75%]  

                            Plus

Step 3           [Discretionary %  x  25%]

                           Equals

                  Annual Incentive Award


   C.  The company intends to hold the proposed financial/operational 
performance standards constant for at least three years, with annual reviews 
to ensure reasonableness vis-a-vis external market conditions.  This is 
especially relevant with regard to the cost of capital, which is the key 
determinant of performance levels for the ROC measure.  The cost of capital 
should be re-examined if there is a 100 basis point increase/decrease in the 
30-year Treasury bond rate.  (For example, based on the current rate of 7.0%, 
an increase in rates to 8.0% or more or a decrease in rates to 6.0% or less, 
would trigger a review of the cost of capital.)

   D.  If the Compensation Committee of WICOR, Inc. determines that corporate 
performance was inadequate, it may exercise discretion to reduce or eliminate 
any or all bonus payments.


V.  Performance

Company performance goals will be for the 1998 calendar year.


VI.  Treatment of Acquisitions and Investments

   A.  Acquisitions

The capitalized value (NOPAT/Target's Cost of Capital) of the acquired 
entity's last full year's NOPAT will be added to the capital base of the 
acquiring business unit in the month of acquisition.  The acquisition premium 
(defined as the excess of the purchase price over the capitalized value ) will 
be incorporated into the capital base at a rate of 20% per year starting at 
the beginning of the first calendar year after the acquisition.

   B.  Investments

The entire value of investments of an operating nature (capital expenditures) 
will be added to the capital base.  However, investments of a significant 
dollar amount, whose project life extends beyond ten years, will be reviewed 
by management for potential adjustments to the capital base (similar to the 
treatment for acquisitions).

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VII.  Form and Timing of Award Payments

   A.  Awards will be determined and paid as soon as practicable after the 
close of the Plan year.

   B.  At each participant's discretion and with the concurrence of the 
Compensation committee of WICOR, Inc., awards may be paid in one of three 
ways:

      1.  Lump sum.

      2.  Partly in lump sum and the remainder in deferred annual
    installments.

      3.  Completely in deferred annual installments.


   C.  The Company will offer a deferred payment option to those officers who 
prefer not to receive their awards in current cash, following these 
guidelines:

      1.  Deferred incentive award payments will be carried as an accrued 
liability with an interest rate (three-year treasury bill rate) credited each 
year.

      2.  Deferred elections must be made prior to June 30, 1998, and a 
definite time period for deferral must be specified.

   D.  Additionally, if performance significantly exceeds the maximum standard 
established, the Compensation Committee has the discretion to provide an 
incentive payout in excess of the maximum allowable payout.  However, any 
exceptional performance which qualifies for this award, must be a direct 
result of management efforts and not due to external factors beyond 
management's control.  Any awards in excess of the maximum payout opportunity 
would be paid in WICOR restricted stock which would vest ratably over five 
years. However, if a participant terminates employment due to death, 
retirement, or disability, any prior restricted stock awards made under this 
provision would become immediately vested.

   E.  In the event the company's overall ROC is negatively impacted by the 
inclusion of a newly acquired company's results, the compensation committee 
has the discretion to make a supplemental incentive payment.  The supplemental 
payment will be considered if the acquired company is meeting the financial 
projections established at the time of the acquisition and the officers of the 
acquiring entity would have otherwise received a higher incentive payment had 
it not been for the inclusion of the acquired entity's results.  The purpose 
of this supplemental incentive provision is to motivate officers to invest in 
value building projects.  The duration of the supplemental incentive period 
will be no more than three years.

VIII.  Implementation

   A.  The effective date of the Plan is January 1, 1998.


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IX.  Plan Administration

   A.  Compensation Committee

      1.  The Plan will be administered by the Compensation Committee of the 
Board of Directors of WICOR, Inc.

      2.  The Committee's administration is subject to approval of the Board 
of Directors of WICOR, Inc.

      3.  The decisions of the Board are final and binding on all Plan 
participants.

      4.  The Board retains the right to terminate or amend the Plan as it may 
deem advisable.

   B.  Partial Year Participation

      1.  Participants must be employed by the Company on the last day of the 
Plan year in order to receive a bonus for that year.  However, once earned, a 
bonus will be paid to a participant regardless of whether he/she is employed 
by the company on the date payment is made.

      2.  Awards for part year participants will be pro-rated based on the 
proportion of the year that the participant was in the Plan.  This includes 
participants who terminate employment due to death, disability or retirement			

      3.  Participants who terminate employment with the Company prior to the 
last day of the plan year shall forfeit all rights to an incentive award 
payment under the Plan except for terminations due to death, retirement or 
disability.

      4.  A participant is deemed to be disabled if he/she becomes eligible 
for benefits under the Company's Long Term Disability Plan.

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<PAGE>  6                                 Appendix I

                            DEFINITIONS OF TERMS
                           Corporate Consolidated

NOPAT - Net operating profits after tax is calculated as follows:
! Sum of the individual Subsidiaries NOPAT, including Energy PCO, WICOR 
Industries PCO, WEXCO, Fieldtech, and WESCO.

CAPITAL-Total capital employed is calculated as follows:
! Sum of the individual Subsidiaries Average Capital employed, including Energy 
PCO, WICOR Industries PCO, WEXCO, Fieldtech and WESCO.

Measurement for all capital employed items is determined using 13 month 
rolling average.