<PAGE>  1
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-K
/X/        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

               For the fiscal year ended December 31, 1996
                                   OR

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period from            to

                  Commission file number 1-7951

                             WICOR, Inc.
     ------------------------------------------------------
     (Exact name of registrant as specified in its charter)

                    Wisconsin                   39-1346701
       -------------------------------     -------------------
       (State or other jurisdiction of     (I.R.S. Employer
        incorporation or organization)     Identification No.)

             626 East Wisconsin Avenue
             P.O. Box 334
             Milwaukee, Wisconsin                   53201
     ----------------------------------------     ---------
     (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code 414-291-7026
Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $1 par value                      New York Stock Exchange
Associated Common Stock Purchase Rights         New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

	Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.    X   Yes        No.

	Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be contained, 
to the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.  [ X ]

	Aggregate market value of the voting stock held by non-affiliates of the 
registrant:       $638,392,028 at February 28, 1997.

	Number of shares outstanding of each of the registrant's classes of common 
stock, as of February 28, 1997:

  Common Stock, $1 par value              18,413,709 shares
  Documents Incorporated by Reference
WICOR, Inc. proxy statement dated March 13, 1997 (Part III)
WICOR, Inc. 1996 Annual Report to Shareholders (Parts I and II)

<PAGE>  2
                              TABLE OF CONTENTS 
                                                                  PAGE

PART I                                                             1

Item 1.  Business                                                  1

 (a)     General Development of Business                           1
 (b)     Financial Information about Industry Segments             1
 (c)     Narrative Description of Business                         1
    1.   Energy..                                                  1
      A. General                                                   1
      B. Gas Markets and Competition                               2
      C. Gas Supply, Pipeline Capacity and Storage                 3
        (1)  General                                               3
        (2)  Pipeline Capacity and Storage                         3
        (3)  Term Gas Supply                                       4
        (4)  Spot Market Gas Supply                                4
      D. Wisconsin Regulatory Matters                              4
        (1)  Rate Matters                                          4
        (2)  Transition Cost Recovery Policy                       5
        (3)  Gas Cost Recovery Mechanism                           5
        (4)  Service Area Expansion                                5
        (5)  Changing Regulatory Environment                       5
      E. Employees                                                 5
    2.   Manufacturing of Pumps, Fluid
           Processing and Filtration Equipment                     6
      A. General                                                   6
      B. U.S. Operations                                           6
      C. International Operations                                  6
      D. Raw Materials and Patents                                 7
      E. Employees                                                 7

Item 2.  Properties                                                7
 (a)     Capital Expenditures                                      7
 (b)     Energy                                                    7
 (c)     Manufacturing of Pumps, Fluid Processing and Filtration
           Equipment                                               7

Item 3.  Legal Proceedings                                         8

Item 4.  Submission of Matters to a Vote of Security Holders       9

Executive Officers of the Registrant                               9

PART II.                                                          10

Item 5.  Market for Registrant's Common Equity 
           and Related Stockholder Matters                        10

Item 6.  Selected Financial Data                                  11

Item 7.  Management's Discussion and Analysis of Results
           of Operations and Financial Condition                  11

<PAGE>  3
TABLE OF CONTENTS (continued)

                                                                 PAGE
Item 8.  Financial Statements and Supplementary Data              11

Item 9.  Changes in and Disagreements with Accountants
           on Accounting and Financial Disclosure                 11

PART III.                                                         12

Item 10. Directors and Executive Officers Of the Registrant       12

Item 11. Executive Compensation                                   12

Item 12. Security Ownership of Certain 
           Beneficial Owners and Management                       12

Item 13. Certain Relationships and Related Transactions           12

PART IV.                                                          12

Item 14. Exhibits, Financial Statement Schedules, 
           and Reports on Form 8-K                                12
 (a)     Documents Filed as Part of the Report                    12

1.   All Financial Statements and Financial
           Statement Schedules                                     12
    2.   Financial Statement Schedules                             12
    3.   Exhibits                                                  12
 (b)     Reports on Form 8-K                                       15

<PAGE>  4
                                 PART I 

Item 1.	BUSINESS 

(a)	General Development of Business 

	WICOR, Inc. (the "Company" or "WICOR") is a diversified holding company 
with two principal business groups:  energy services and pump manufacturing, 
with the following subsidiaries engaged in the indicated businesses. 
Wisconsin Gas Company ("Wisconsin Gas") engages in retail sales and 
distribution of natural gas.  WICOR Energy Services Company ("WICOR Energy") 
sells energy and energy-related services. FieldTech, Inc. ("FieldTech") 
performs contract meter reading, manages field operations and provides 
billing services for gas, electric and water utilities.  Sta-Rite 
Industries, Inc. ("Sta-Rite"), SHURFlo Pump Manufacturing Co. ("SHURflo") 
and Hypro Corporation ("Hypro") are manufacturers of pumps and fluid 
processing and filtration equipment.  WICOR Industries, Inc. ("WICOR 
Industries") is an intermediate holding company which was formed during 1996 
to hold the stock of the manufacturing subsidiaries.  The Company is a 
Wisconsin corporation and maintains its principal executive offices in 
Milwaukee, Wisconsin. 

	The Company was incorporated in 1980, when it acquired all the 
outstanding common stock of Wisconsin Gas through a merger.  The Company 
acquired all of the outstanding common stock of Sta-Rite, SHURflo and Hypro 
through acquisitions in 1982, 1993, and 1995 respectively.

	In March 1995, the Company formed WICOR Energy, as a wholly-owned 
subsidiary. WICOR Energy, is in the business of selling natural gas 
purchasing, energy and price risk management services.

	In July 1995, the company acquired all of the outstanding stock of 
Hypro Corporation through a cash purchase.  Hypro is a manufacturer of pumps 
and fluid-handling equipment for the agricultural, high-pressure cleaning, 
marine, industrial and firefighting markets.

	In January 1996, the Company acquired an 80% ownership interest in 
Hydro-Flow Filtration Systems, Inc. ("Hydro-Flow").  Hydro-Flow is a 
California-based manufacturer of disposable in-line and cartridge filtration 
devices for use in water treatment applications.  Hydro-Flow operates as a 
subsidiary of Sta-Rite.

	In October 1996, the Company incorporated FieldTech, which had been a 
division of Wisconsin Gas.  FieldTech's services include contract meter 
reading, installation of metering devices, meter reading training, 
management of utility field operations and billing for gas, electric and 
water utilities.

	In December 1996, the Company formed WICOR Industries as an 
intermediate manufacturing holding company for the purpose of improving the 
Company's ability to raise debt capital for its manufacturing business at a 
lower cost, to secure additional flexibility in structuring borrowings, and 
to provide better access to capital markets.

	At December 31, 1996, the Company (including subsidiaries) had 3,475 
employees

<PAGE>  5

(b)	Financial Information About Industry Segments 

	Refer to the section entitled "Financial Review-General Overview" set 
forth in the Company's 1996 Annual Report to Shareholders.  That section is 
included in Exhibit 13 hereto and is hereby incorporated herein by 
reference.

(c)	Narrative Description of Business 

                                1.  ENERGY 
A.	General 

	Wisconsin Gas is the largest natural gas distribution public utility in 
Wisconsin.  At December 31, 1996, Wisconsin Gas distributed gas to 
approximately 513,000 residential, commercial and industrial customers in 
514 communities throughout Wisconsin. Wisconsin Gas' service area has an 
estimated population of approximately 2,000,000 based on State of 
Wisconsin's estimates for 1996.  Wisconsin Gas is subject to the jurisdic-
tion of the Public Service Commission of Wisconsin ("PSCW") as to various 
phases of its operations, including rates, service and issuance of 
securities. See "Wisconsin Regulatory Matters."

	WICOR Energy and FieldTech are in their second year of operations, and 
their results are not material to the Company's financial position or 
results of operations. 

<PAGE>  6
B.	Gas Markets and Competition 

	Wisconsin Gas' business is highly seasonal, particularly as to 
residential and commercial sales for space heating purposes, with a 
substantial portion of its sales occurring in the winter heating season.  
Competition in varying degrees exists between natural gas and other forms of 
energy available to consumers.  Most of Wisconsin Gas' large commercial and 
industrial customers are dual-fuel customers that are equipped to switch 
between natural gas and alternate fuels.  Wisconsin Gas offers 
transportation services for these customers to enable them to reduce their 
energy costs and use gas rather than other fuels.  Under gas transportation 
agreements, customers purchase gas directly from producers or other sellers 
and arrange with pipelines and Wisconsin Gas to have the gas transported to 
the facilities where it is used. Wisconsin Gas also offers to sell gas at 
prices that are competitive with third-party sellers.  Wisconsin Gas earns 
the same margin (difference between revenue and cost of gas), whether it 
sells gas and transportation to customers or only transports third-party 
gas.

	The following table sets forth the volumes of natural gas delivered by 
Wisconsin Gas to its customers.

                                                Year Ended
                                 ---------------------------------------------
                                   December 31, 1996       December 31, 1995
                                 ---------------------   ---------------------
                                  Thousands               Thousands
                                  of Therms*   Percent    of Therms*   Percent
Customer Class                   -----------   -------   ------------  -------
Sales
 Residential                        529,910      39.1        494,250     38.0
 Commercial                         242,570      17.9        211,570     16.3
 Large Volume Commercial and
   Industrial Firm                  110,780       8.2        134,960     10.6
 Commercial and Industrial
   Interruptible                    196,240      14.5        313,530     24.1
                                 -----------   -------   ------------  -------
Total Sales                       1,079,500      79.7      1,154,310     88.8
Transportation -
  Transported                       275,780      20.3        145,490     11.2
                                 -----------   -------   ------------  -------
Total Gas Throughput              1,355,280     100.0      1,299,800    100.0
                                 ===========   =======   ============  =======

*One therm equals 100,000 BTU's.

	The volumes shown as transported represent third-party gas that was 
delivered by Wisconsin Gas to its customers.  The remaining volumes 
represent quantities sold and delivered to customers by Wisconsin Gas.

	Wisconsin Gas secures approximately 98% of all new residential 
heating, 88% of existing residential and commercial retrofit and 70% of 
all new commercial construction customers in its service territory.  Up 
to 25% of Wisconsin Gas' Milwaukee area annual market requirements can 
be supplied through the interstate pipelines of either ANR Pipeline 
Company ("ANR") or Northern Natural Gas Company ("NNG").  This 
capability enhances competition between ANR and NNG for services to 
Wisconsin Gas and its customers, and management believes that such 
competition provides overall lower gas costs to all customers than 
otherwise would exist

<PAGE>  7
	Federal and state regulators continue to implement policies to 
bring more competition to the gas industry.  The PSCW has instituted a 
proceeding to consider how its regulation of gas distribution utilities 
should change to reflect the changing competitive environment in the gas 
industry.  While the gas utility distribution function is expected to 
remain a heavily regulated, monopoly function, the sales of the natural 
gas commodity and related services, which were formerly utility monopoly 
functions, are expected to become increasingly subject to competition 
from third parties.  Given this regulatory policy and the fact that 
Wisconsin Gas' earnings are the same whether it sells and distributes 
the gas or only distributes it, Wisconsin Gas is pursuing a long-term 
strategy to no longer sell gas.  WICOR Energy sells gas on a for-profit 
basis and will seek to replace Wisconsin Gas for a significant number of 
Wisconsin Gas' customers as well as those of other utilities.  Wisconsin 
Gas must obtain PSCW approval to implement its strategy.  To date, the 
PSCW has stated that it will permit utilities to discontinue the sale of 
gas on a market segment by market segment basis, when it determines that 
there is adequate and persistent competition in the particular segment.  
So far, the PSCW has not permitted the by any utility to discontinue the 
sale of gas.

	With PSCW approval, Wisconsin Gas has implemented a small-customer gas-
supplier choice pilot program that is designed (1) to test market acceptance 
of third-party gas sellers, (2) third-party seller interest in selling gas 
in different market segments, and (3) Wisconsin Gas' capabilities to 
administer a distribution-only business. The pilot program, which began on 
November 1, 1996, was oversubscribed and has 1,460 small commercial and 
residential participants.  Wisconsin Gas expects to continue the pilot 
program, with certain modifications, for a second year beginning November 1, 
1997.

	Wisconsin Gas also has taken steps to enable its large firm commercial 
and industrial customers to transfer from sales and distribution to 
distribution-only service.  As a consequence of state regulatory policies 
and Wisconsin Gas' actions, the volume of gas sold by third parties and 
distributed by Wisconsin Gas increased by 90% in 1996 compared with 1995.  
See "Wisconsin Regulatory Matters".  In 1996, Wisconsin Gas added over 8,000 
customers and has added more than 52,000 customers over the past five years.  
See "Wisconsin Regulatory Matters - Service Area Expansion".

	Wisconsin Gas' future ability to maintain its present share of the 
industrial dual-fuel market (the market that is equipped to use gas or other 
fuels) depends on the success of Wisconsin Gas and third-party gas sellers 
in obtaining long-term and short-term supplies of natural gas at marketable 
prices and their success in arranging or facilitating competitively priced 
transportation service for those customers that desire to buy their own gas 
supplies.  Although the dual-fuel market comprises approximately 35% of 
Wisconsin Gas' annual deliveries, it contributes only about 12% of Wisconsin 
Gas' margin

<PAGE>  8

C.	Gas Supply, Pipeline Capacity and Storage
	(1)	 General
	Prior to the Federal Energy Regulatory Commission's ("FERC") Order No. 
636, the interstate pipelines serving Wisconsin Gas were the primary sellers 
of natural gas to Wisconsin Gas.  Order No. 636 required the pipelines to 
discontinue the sale of gas on a delivered basis.  During the transition 
period prior to the implementation of Order No. 636, Wisconsin Gas gradually 
assumed responsibility for the acquisition of supply from other sellers in 
the production areas of North America, as well as the management of 
transportation and storage capacities to deliver that supply to its market 
area.  On November 1, 1993, Wisconsin Gas commenced full operation and 
responsibility for its supply and capacity under the requirements of Order 
No. 636.

	One of the provisions of Order No. 636 is capacity release.  Capacity 
release creates a secondary market for pipeline long-line and storage 
capacity and for gas supplies.  Local distribution companies, such as 
Wisconsin Gas, must contract for capacity and supply sufficient to meet the 
firm peak day demand of their customers. Peak or near peak days generally 
occur only a few times each year, so capacity release facilitates higher 
utilization of capacity and supply during those times when the capacity and 
supply are not needed by the utility.  Through pre-arranged agreements and 
day-to-day electronic bulletin board postings, interested parties can 
purchase that excess capacity and supply.  The proceeds from these 
transactions are passed through to ratepayers, thereby helping to mitigate 
the fixed costs associated with maintaining peak levels of capacity and gas 
supply.  During 1996, Wisconsin Gas was an active participant in the 
capacity release market

<PAGE>  9

	Operating under Order No. 636, Wisconsin Gas has been able to meet its 
contractual obligations with both its suppliers and its customers despite 
periods of severe cold or unseasonably warm weather.
	
	(2)  Pipeline Capacity and Storage

	Interstate pipelines serving Wisconsin originate in three major gas 
producing areas of North America:  the Oklahoma and Texas basins, the Gulf 
of Mexico and western Canada.  Wisconsin Gas has contracted for long-term 
firm capacity on a relatively equal basis from each of these areas.  This 
strategy reflects management's belief that overall supply security is 
enhanced by geographic diversification of Wisconsin Gas' supply portfolio 
and that Canada represents an important long-term source of reliable, 
competitively priced gas.

	Because of the daily and seasonal variations in gas usage in Wisconsin, 
Wisconsin Gas has also contracted with ANR and NNG for substantial 
underground storage capacity, primarily in Michigan.  There are no known 
underground storage formations in Wisconsin capable of commercialization.  
Storage enables Wisconsin Gas to manage significant changes in daily demand 
and to optimize its overall gas supply and capacity costs.  In summer, gas 
in excess of market demand is transported into the storage fields, and in 
winter, gas is withdrawn from storage and combined with gas purchased in or 
near the production areas ("flowing gas") to meet the increased winter 
market demand. As a result, Wisconsin Gas can contract for less long-line 
pipeline capacity than would otherwise be necessary, and it can purchase gas 
on a more uniform daily basis from suppliers year-round.  Each of these 
capabilities enables Wisconsin Gas to reduce its overall costs.

	Wisconsin Gas also maintains high deliverability storage in the mid-
continent and Southeast production areas, as well as the market area.  This 
storage capacity is designed to deliver gas when other supplies cannot be 
delivered during extremely cold weather in the producing areas, which can 
reduce long-line supply.

	Wisconsin Gas' firm winter daily transportation and storage capacity 
entitlements from pipelines under long-term contracts are set forth below.

                                Maximum Daily
                                 (Thousands
           Pipeline               of Therms*)
           -----------          -------------
           ANR
             Mainline                  2,991
             Storage                   4,879
           NNG
             Mainline                  1,093
             Storage                     150
           Viking
             Mainline                     75
           Peaking Facilities             76
                                -------------
           Total                       9,264

*One therm equals 100,000 BTU's

<PAGE>  10

	(3)  Term Gas Supply

	Wisconsin Gas has contracts for firm supplies with terms in excess of 
30 days with approximately 20 gas suppliers for gas produced in each of the 
three producing areas discussed above.  The term contracts have varying 
durations so that only a portion of Wisconsin Gas' gas supply expires in any 
year.  Management believes the volume of gas under contract is sufficient to 
meet its forecasted firm peak day demand. The following table sets forth 
Wisconsin Gas' winter season maximum daily firm total gas supply.

                                       Maximum Daily
                                       (Thousands 
                                        of Therms*)
                                       -------------
         Domestic flowing gas               2,370
         Canadian flowing gas               1,498
         Storage withdrawals                5,029

         Total                              8,897
*One therm equals 100,000 BTU's.

	(4)  Spot Market Gas Supply

	Wisconsin Gas expects to continue to make gas purchases in the 30-day 
spot market as price and other circumstances dictate.  Wisconsin Gas has 
purchased spot market gas since 1985 and has supply relationships with a 
number of sellers from whom it purchases spot gas.

D.	Wisconsin Regulatory Matters

	(1)  Rate Matters 

	Wisconsin Gas is subject to the jurisdiction of the PSCW as to various 
phases of its operations, including rates, customer service and issuance of 
securities. 

	Wisconsin Gas' rates were made subject to a three-year total margin rate 
cap (through October 1997) based on the rates in effect in November 1994.  
The PSCW order also specified margin rate floors for each rate class.  
Wisconsin Gas has the ability to raise or lower margin rates within the 
specified range on a quarterly basis.  The rates at December 31, 1996, were 
$7.5 million below the cap because of annualized rate reductions of $4.5 
million and $3.0 million made by the utility in 1995 and 1996, respectively.  
On October 10, 1996, the PSCW approved a one-year extension, to November 1, 
1998, of the margin cap mechanism.

	Wisconsin Gas' rates contain clauses providing for periodic adjustment, 
with PSCW approval, to reflect changes in purchased gas costs including the 
recovery of transition costs passed through by pipeline suppliers.  See 
"Wisconsin Regulatory Matters - Transition Cost Recovery Policy" and 
"Wisconsin Regulatory Matters - Gas Cost Recovery Mechanism"

<PAGE>  11
	(2)  Transition Cost Recovery Policy

	Under Order No. 636, interstate pipelines are permitted to recover 
certain costs incurred in the transition from the bundled sales service to 
the unbundled Order No. 636 regime.  ANR and NNG have filed to recover 
transition costs and may file in the future to recover additional transition 
costs.  Wisconsin Gas will bear a portion of such additional costs approved 
by the FERC.  The PSCW has permitted Wisconsin Gas to recover transition 
costs from customers through its rates.

	In the judgment of management, the incurrence of these transition costs 
will have no material effect on Wisconsin Gas' operations or financial 
condition under current PSCW policy.  See Note 7a to Notes to Consolidated 
Financial Statements contained in Exhibit 13, portions of the Company's 1996 
Annual Report to Shareholders, which note is hereby incorporated herein by 
reference.

	(3)  Gas Cost Recovery Mechanism

	In 1996, the PSCW concluded a proceeding in which it determined that it 
prefers that a performance based gas cost recovery mechanism replace the 
traditional purchased gas adjustment ("PGA") mechanism.  In general, a 
performance-based gas cost recovery mechanism would establish a targeted gas 
cost.  Depending on the mechanism selected, the utility may be rewarded or 
penalized based on its gas costs relative to the target. Hearings to 
consider a performance-based gas cost recovery mechanism for Wisconsin Gas 
are expected to be scheduled for mid-1997, and it is uncertain whether any 
changes to the current PGA for Wisconsin Gas will become effective before 
1998.  It is expected that the performance-based cost gas cost recovery 
mechanism will apply so long as Wisconsin Gas remains a gas seller.  
Management cannot predict what, if any, changes to Wisconsin Gas' PGA the 
PSCW may order, nor the impact such changes would have.

	(4)  Service Area Expansion
	
	In recent years, Wisconsin Gas has increased its efforts to obtain 
regulatory approvals to extend gas service to previously unserved 
communities and to convert to natural gas  potential customers with homes or 
businesses located near the company's distribution system.  Whether or not 
Wisconsin Gas remains a gas seller, it will continue to distribute gas to 
customers.  In 1996, Wisconsin Gas added over 8,000 new customers. Over the 
last five years, Wisconsin Gas has added new 52,000 customers

<PAGE>  12

	(5)  Changing Regulatory Environment

	The PSCW has instituted a proceeding to consider how its regulation of 
gas distribution utilities should change to reflect the changing competitive 
environment in the gas industry.  To date, the PSCW has made a policy 
decision to deregulate gas costs for customer segments with workably 
competitive market choices.  The PSCW has identified numerous issues which 
must be resolved before its policy can be implemented. A generic proceeding 
has been instituted during which these issues were aired and decided. The 
PSCW is expected to make decisions in this proceeding during the first 
quarter of 1997.  The Company is unable to determine what impact this 
proceeding may have on Wisconsin Gas' operations or financial position.

E.	Employees 

	At December 31, 1996, the energy group had 1,095 full-time active 
employees.

	2.  MANUFACTURING OF PUMPS AND FLUID PROCESSING AND FILTRATION EQUIPMENT

A.	General 

	The Company's manufacturing subsidiaries manufacture pumps and fluid 
processing and filtration equipment for residential, agricultural and 
industrial markets world-wide. Manufacturing and assembly activities are 
conducted in plants in the United States, Australia, Italy, New Zealand, 
Germany and Mexico.

B.	U.S. Operations 

	Water products include jet, centrifugal, sump, submersible and 
submersible turbine water pumps, water storage and pressure tanks, 
residential in-line and pool and spa filters, and pump and tank systems. 
These products pump, filter and store water used for drinking, cooking, 
washing and livestock watering, and are used in private and public swimming 
pools, spas, "hot tubs", jetted bathtubs, and fountains.  The manufacturing 
businesses also produce large higher pressure and capacity water pumps used 
in agricultural and turf irrigation systems and in a wide variety of 
commercial, industrial and municipal fluids-handling applications.

	Small, high performance pumps, and related fluids-handling products, are 
used in four primary markets:  (1) the food service industry, where gas 
operated pumps are used for pumping soft drinks made from syrups, and 
electric motor driven pumps are used for water boost and drink dispensing; 
(2) the recreational vehicle and marine markets, where electric motor driven 
pumps are used for a variety of applications including pumping potable water 
in travel trailers, motor homes, camping trailers and boats, and for other 
applications including marine engine cooling, and marine wash down, bilge 
and live well pumping; (3) industrial markets, where applications are 
concentrated in the soil extraction market for use in carpet cleaning 
machines, agricultural markets for spraying agricultural pesticides and 
fertilizers, firefighting markets, and general industrial applications 
requiring fluid handling; and (4) the water purification industry, where 
electric motor driven pumps are used to pressurize reverse osmosis systems 
and for water transfer

<PAGE>  13

	Sales of pumps and water processing equipment are somewhat related to 
the seasons of the year as well as the level of activity in the housing 
construction industry and are sensitive to weather, interest rates, 
discretionary income, and leisure and recreation spending.  The markets for 
most water and industrial products are highly competitive, with price, 
service and product performance all being important competitive factors.  
The Company believes it is a leading producer of pumps for private water 
systems and swimming pools and spas, and for the food service, recreational 
vehicle, agricultural spraying, and marine engine cooling markets. 
Management believes the Company also ranks among the larger producers of 
pool and spa filters, submersible turbine pumps and pumps for firefighting.  
Major brand names under trademarks include "Sta-Rite", "Berkeley", 
"SHURflo", "Flotec", "AquaTools", "Hydro-Flow", "FoamPro", "Onga", "Hypro", 
"Sherwood", "SherTech", "Teel" and "Nocchi".

	Domestic pumps and water products are sold and serviced primarily 
through a network of independent distributors, dealers, retailers and 
manufacturers' representatives serving the well drilling, hardware, 
plumbing, pump installing, irrigation, pool and spa, food service, 
recreational vehicle, marine, industrial, commercial and do-it-yourself 
markets.  Sales are also made on a private brand basis to large customers in 
all water products markets and to original equipment manufacturers.

	Backlog of orders for pumps and water products is not a significant 
indicator of future sales.

C.	International Operations 

	International operations are conducted primarily by international 
subsidiaries and export operations from the United States.  Products are 
sold to markets in approximately 100 countries on six continents.  Foreign 
manufacturing is carried out by German, Australian, New Zealand, Italian and 
Mexican subsidiaries.  The products sold in the international markets in 
some cases are similar to those sold in the United States, but in many 
instances have distinct features required for those markets.
Product distribution channels are similar to those for domestic markets.  
Non-domestic operating revenues, including exports, were 34% of 1996 
manufacturing group sales.

D.	Raw Materials and Patents

	Raw materials essential to the manufacturing operations are available 
from various established sources in the United States and overseas.  The 
principal raw materials needed for production of the Company's primary lines 
of products include cast iron, aluminum and bronze castings for pumps; 
copper wire, steel and aluminum for motors; stainless and carbon sheet 
steel, bar steel and tubing; plastic resins for injection molded components; 
and powdered metal components. The manufacturing units also purchase from 
third party suppliers completely assembled electric motors, plastic molded 
parts, elastomers for valves and diaphragms, components for electric motors, 
stamped and die- cast metal parts, and hardware and electrical components.  
Although the manufacturing subsidiaries own a number of patents and hold 
licenses for manufacturing rights under other patents, no one patent or 
group of patents is critical to the success of the manufacturing businesses 
as a whole

<PAGE>  14
E.	Employees 

	At December 31, 1996, the manufacturing group had 2,380 full time active 
employees.

Item 2.  PROPERTIES

(a)	Capital Expenditures

	The Company's capital expenditures for the year ended December 31, 1996, 
totaled $51.7 million.  Retirements during this period totaled $10.3 
million.  Except as discussed under "Legal Proceedings", the Company does 
not expect to make any material capital expenditures for environmental 
control facilities in 1997.

(b)	Energy

	Wisconsin Gas owns a distribution system which, on December 31, 1996, 
included approximately 8,500 miles of distribution and transmission mains, 
427,300 services and 515,700 active meters.  Wisconsin Gas' distribution 
system consists almost entirely of plastic and coated steel pipe.  Wisconsin 
Gas also owns its main office building in Milwaukee, office buildings in 
certain other communities in which it serves, gas regulating and metering 
stations, peaking facilities and its major service centers, including garage 
and warehouse facilities.

	The Milwaukee and other office buildings, the principal service 
facilities and the gas distribution systems of Wisconsin Gas are owned by it 
in fee subject to the lien of its Indenture of Mortgage and Deed of Trust, 
dated as of November 1, 1950, under which its first mortgage bonds are 
issued, and to permissible encumbrances as therein defined.  Where 
distribution mains and services occupy private property, Wisconsin Gas in 
some, but not all, instances has obtained consents, permits or easements for 
such installations from the apparent owners or those in possession, 
generally without an examination of title.

(c)	Manufacturing of Pumps, Fluid Processing and Filtration Equipment

	The manufacturing group has 13 manufacturing facilities located in 
California (3), Minnesota, Nebraska, Wisconsin (2), Germany, Australia, 
Italy (2), New Zealand and Mexico.  These plants contain a total of 
approximately 1,298,000 square feet of floor space.  Consolidations to be 
completed in 1997 will reduce the number of manufacturing facilities to 12.  
The Company through its manufacturing business also owns or leases ten 
sales/distribution facilities in the United States, five in Australia, two 
in England, and one each in Canada, France, Italy, Mexico, Russia, New 
Zealand and Singapore

<PAGE>  15

Item 3.  LEGAL PROCEEDINGS

	There are no material legal proceedings pending, other than ordinary 
routine litigation incidental to the Company's businesses, to which the 
Company or any of its subsidiaries is a party, except as discussed below.  
There are no material legal proceedings to which any officer or director of 
the Company or any of its subsidiaries is a party or has a material interest 
adverse to the Company.  There are no material administrative or judicial 
proceedings arising under environmental quality or civil rights statutes 
pending or known to be contemplated by governmental agencies to which the 
Company or any of its subsidiaries is or would be a party.

	The manufacturing subsidiaries are involved in various environmental 
matters, including matters in which the subsidiaries or alleged predecessors 
have been named as potentially responsible parties under the Comprehensive 
Environmental Response Compensation and Liability Act ("CERCLA"). The 
Company has established accruals for all environmental contingencies of 
which management is aware in accordance with generally accepted accounting 
principles.  In establishing these accruals, management considered (a) 
reports of environmental consultants retained by the Company, (b) the costs 
incurred to date by the Company at sites where clean-up is presently ongoing 
and the estimated costs to complete the necessary remediation work remaining 
at such sites, (c) the financial solvency, where appropriate, of other 
parties that have been responsible for remediation at specified sites, and 
(d) the experience of other parties who have been involved in the 
remediation of comparable sites.  The accruals recorded by the Company with 
respect to environmental matters have not been reduced by potential 
insurance or other recoveries and are not discounted.  Although the Company 
has and will continue to pursue such claims against insurance carriers and 
other responsible parties, future potential recoveries remain uncertain, 
and, therefore, were not recorded as a reduction to the estimated gross 
environmental liabilities.  Based on the foregoing and given current 
information, management believes that future costs in excess of the amounts 
accrued on all presently known and quantifiable environmental contingencies 
described above will not be material to the Company's financial position or 
results of operations.

	Set forth below are descriptions of several of the environmental matters 
involving the manufacturing subsidiaries.

	In July 1994, Sta-Rite was notified by the WDNR that the WDNR believes 
solvents used at a manufacturing site previously operated by Sta-Rite have 
migrated and contributed to the contamination of a Deerfield, Wisconsin 
municipal well, serving Deerfield residents, and surrounding property.  In 
August, 1995 the WDNR issued an order to investigate, restore and repair the 
natural resources located in Deerfield. The order was withdrawn on November 
6, 1996.  Although the Village of Deerfield has brought suit against Sta-
Rite, alleging damages of $500,000 for a new well, management believes that 
the resolution of this matter will not have a material adverse effect upon 
its financial condition or results of operations.  However, there is a 
possibility that costs in excess of the amount reserved may be incurred in 
the future.

<PAGE>  16

	In addition to the matters involving the manufacturing subsidiaries, 
Wisconsin Gas has identified two previously owned sites on which it operated 
manufactured gas plants that are of environmental concern.  Such plants 
ceased operations prior to the mid-1950's.  Wisconsin Gas has engaged an 
environmental consultant to help determine the nature and extent of the 
contamination at these sites. Based on the test results obtained and the 
possible remediation alternatives available, the Company has estimated that 
cleanup costs could range from $22 million to $75 million.  As of December 
31, 1996, the Company has accrued $36.2 million for future cleanup costs.  
These estimates are based on current undiscounted costs.  It should also be 
noted that the numerous assumptions such as the type and extent of 
contamination, available remediation techniques, and regulatory requirements 
which are used in developing these estimates are subject to change as new 
information becomes available. Any such changes in assumptions could have a 
significant impact on the potential liability.  Due to anticipated 
regulatory treatment, changes in the recorded liability do not immediately 
impact net income.

	The WDNR issued a Probable Responsible Party letter to Wisconsin Gas for 
these two sites in September, 1994.  Following receipt of this letter, 
Wisconsin Gas and the WDNR held an initial meeting to discuss the sites.  At 
the meeting it was agreed that Wisconsin Gas would prepare a remedial action 
options report from which it would select specific remedial actions for 
recommendation to the WDNR.  During the last several years, Wisconsin Gas 
has gathered additional environmental data regarding these two sites, held 
extensive discussions concerning remedial options with current land owners 
and solicited information from environmental consulting and remediation 
firms on technology and approaches that would best suit the sites. The 
efforts were directed toward preparing a remedial action options report and 
recommendations for presentation to the WDNR in 1997.  Once such a plan is 
approved, initial remediation work will begin. Expenditures over the next 
three years are expected to total approximately $10 million.  Although most 
of the work and costs are expected to be incurred in the first few years of 
the plan, monitoring of sites and other necessary actions may be undertaken 
for up to 30 years.

	In March 1994, Wisconsin Gas commenced suit against nine insurance 
carriers seeking a declaratory judgment regarding insurance coverage for the 
two sites. Settlements were reached with each of the carriers during 1994.  
Additional insurance recoveries for small amounts were achieved in 1996.  
Wisconsin Gas expects full rate recovery of incurred remediation costs, less 
amounts recovered from insurance carriers. If the amount recovered from the 
insurance carriers is insufficient to remediate both sites, expenditures not 
recovered are expected to be allowed full recovery (other than for carrying 
costs)  in  rates  based upon  recent PSCW orders.  Accordingly,  a  
regulatory asset has been recorded for the accrued cost.  Certain related 
investigation costs incurred to date are currently being recovered in 
utility rates.  However, any incurred costs not yet recovered in rates are 
not allowed by the PSCW to earn a return

<PAGE>  17

	On February 21, 1997, Wisconsin Gas was named by the defendant in an 
environmental cleanup lawsuit as a co-defendant.  The suit involves 
contamination of a Milwaukee area industrial site by wood chips 
characteristic of those used in the manufactured gas process.  Wisconsin Gas 
believes it is not the source of the contaminated wood chips and intends to 
vigorously defend the suit.  Although the Company is unable to predict the 
outcome of the litigation, management believes that amounts recovered from 
its insurance carriers or through rate recovery will be sufficient to cover 
any such liability.

	Wisconsin Gas also owns a service center that is constructed on a site 
that was previously owned by the City of Milwaukee and was used by the City 
as a public dump site.  Wisconsin Gas has conducted a site assessment at the 
request of the WDNR and has sent the report of its assessment to the WDNR.  
Management cannot predict whether or not the WDNR will require any 
remediation action, nor the extent or cost of any remediation actions that 
may be required.  In the judgment of management, any remediation costs 
incurred by Wisconsin Gas will be recoverable from the City of Milwaukee or 
in Wisconsin Gas' rates pursuant to the PSCW's orders discussed above.

	See Note 7c to Notes to Consolidated Financial Statements contained in 
Exhibit 13, portions of the Company's 1996 Annual Report to Shareholders, 
which note is hereby incorporated herein by reference.

<PAGE>  18

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

	No matters were submitted to a vote of security holders during the 
fourth quarter of 1996.

EXECUTIVE OFFICERS OF THE REGISTRANT

	The following sets forth the names and ages of, and the offices held by, 
the executive officers of the Company.  The officers serve one-year terms 
commencing with their election at the meeting of the Board of Directors 
following the annual meeting of shareholders in April.


          Name              Age                 Offices Held
-------------------------- -----  --------------------------------------
George E. Wardeberg          61   President and Chief Executive Officer
                                  of the Company and WICOR Industries, and 
                                  Chairman of Wisconsin Gas, Sta-Rite,
                                  SHURflo, Hypro, WICOR Energy and FieldTech

Thomas F. Schrader           47   Vice President of the Company and 
                                  President and Chief Executive Officer of 
                                  Wisconsin Gas, WICOR Energy and FieldTech

James C. Donnelly            51   Vice President of the Company and 
                                  President and Chief Executive Officer of 
                                  Sta-Rite

Joseph P. Wenzler            55   Vice President, Treasurer and Chief 
                                  Financial Officer of the Company and WICOR 
                                  Industries; Vice President and Chief 
                                  Financial Officer of Wisconsin Gas; 
                                  Treasurer and Secretary of SHURflo and 
                                  Hypro; and Vice President and Treasurer
                                  of WICOR Energy and FieldTech

Robert A. Nuernberg          57   Secretary of the Company, WICOR Energy 
                                  Services and FieldTech; and Vice 
                                  President-Corporate Relations and 
                                  Secretary of Wisconsin Gas

	Each of the executive officers has held his position for more than five 
years, except as follows:

	Mr. Wardeberg was elected to his current positions effective February 
1, 1994. Prior thereto, he was President and Chief Operating Officer of the 
Company and Vice Chairman and Chief Executive Officer of Sta-Rite from 1992 
to 1994; Vice Chairman of Wisconsin Gas and SHURflo from 1993 to 1994; and 
Vice President-Water Systems of Sta-Rite from 1989 to 1992.  Previously, he 
was Vice Chairman and Chief Operating Officer of Whirlpool Corporation.

	Mr. Donnelly was elected President and Chief Executive Officer of Sta-
Rite in 1994.  He has been a Vice President of the Company since 1987.  
Previously, he served as President and Chief Operating Officer of Sta-Rite 
from 1992 to 1994, and as Vice President, Treasurer and Chief Financial 
Officer of the Company and Wisconsin Gas from 1990 to 1992

<PAGE>  19

	Mr. Wenzler was elected Vice President, Treasurer and Chief Financial 
Officer of the Company and Vice President and Chief Financial Officer of 
Wisconsin Gas in 1992 and as Treasurer and Secretary of SHURflo in 1993.  
Previously, he served as Vice President of the Company and President and 
Chief Executive Officer of Sta-Rite from 1990 to 1992.

	Each of the executive officers assumed their positions with Hypro in 
July, 1995, when Hypro was acquired, with WICOR Energy in March, 1995, when  
that company was formed and with FieldTech in October, 1996, when that 
company was formed

<PAGE>  20

                                   PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED 
STOCKHOLDER MATTERS

	The Company's common stock and the associated common stock purchase 
rights (which do not currently trade independently of the common stock) are 
traded on the New York Stock Exchange.  For information regarding the high 
and low sales prices for the Company's common stock and dividends paid per 
share in each quarter of 1996 and 1995, see the section entitled "Investor 
Information" set forth in the Company's 1996 Annual Report to Shareholders.  
That section is included in Exhibit 13 hereto and is hereby incorporated 
herein by reference.

	At December 31, 1996, there were 23,339 holders of record of WICOR 
common stock.

	The Company's ability to pay dividends is dependent to a great extent 
on the ability of its subsidiaries to pay dividends.  The Wisconsin Business 
Corporation Law and the indentures and agreements under which debt of the 
Company and its subsidiaries is outstanding each contain certain 
restrictions on the payment of dividends on common stock by the Company's 
subsidiaries.  See Note 6 of Notes to Consolidated Financial Statements 
contained in Exhibit 13, portions of the Company's 1996 Annual Report to 
Shareholders, which note is hereby incorporated herein by reference.

	By order of the PSCW, Wisconsin Gas is generally permitted to pay 
dividends up to the amount projected in its rate case ($16 million).  
Wisconsin Gas may pay dividends in excess of $16 million so long as the 
payment will not cause its equity ratio to fall below 48.43%.  If payment of 
projected dividends would cause its 13-month average common equity ratio to 
fall below 43% of total capitalization (including short-term debt), or if 
payment of additional dividends would cause its common equity ratio to fall 
below 48.43%, Wisconsin Gas must obtain PSCW approval to pay such dividends.  
Wisconsin Gas has projected the payment of $21.5 million of dividends to the 
Company during the 12 months ending October 31, 1997.  See Note 6 of Notes 
to Consolidated Financial Statements contained in Exhibit 13, portions of 
the Company's 1996 Annual Report to Shareholders, which note is hereby 
incorporated herein by reference. For the year ended December 31, 1996, 
Wisconsin Gas' average common equity level was 53.3%.

	In addition, $5.6 million of Sta-Rite's net assets at December 31, 
1996, plus 50% of Sta-Rite's future earnings, are available for dividends to 
the Company.  See Note 6 of Notes to Consolidated Financial Statements 
contained in Exhibit 13, portions of the Company's 1996 Annual Report to 
Shareholders, which note is incorporated herein by reference.

Item 6.  SELECTED FINANCIAL DATA

	Reference is made to the section entitled "Selected Financial Data" set 
forth in the Company's 1996 Annual Report to Shareholders.  Such section is 
included in Exhibit 13 hereto and is hereby incorporated herein by 
reference

<PAGE>  21

Item 7. 	MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
	   OPERATIONS AND FINANCIAL CONDITION

	Reference is made to the section entitled "Financial Review" set forth 
in the Company's 1996 Annual Report to Shareholders.  Such section is 
included in Exhibit 13 hereto and is hereby incorporated herein by 
reference.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Reference is made to the Company's consolidated balance sheets and 
consolidated statements of capitalization as of December 31, 1996 and 1995, 
and the related consolidated statements of income, common equity and cash 
flows for each of the three years in the period ended December 31, 1996, 
together with the report of independent public accountants dated January 27, 
1997, all appearing in Exhibit 13, portions of the Company's 1996 Annual 
Report to Shareholders, which is hereby incorporated herein by reference.

<PAGE>  22

Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
	   ACCOUNTING AND FINANCIAL DISCLOSURE

	There has been no change in or disagreement with the Company's 
independent public accountants on any matter of accounting principles or 
practices or financial statement disclosure required to be reported pursuant 
to this item.

                                  PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

	Reference is made to "Item No. 1:  Election of Directors" included in 
the WICOR proxy statement dated March 13, 1997, which is hereby incorporated 
herein by reference, for the names, ages, business experience and other 
information regarding directors and nominees for election as directors of 
the Company.  See "Executive Officers of the Registrant" included in Part I 
hereof for information regarding executive officers of the Company.

Item	11.  EXECUTIVE COMPENSATION

	Reference is made to "Executive Compensation" included in the WICOR 
proxy statement dated March 13, 1997, which is hereby incorporated herein by 
reference, for information on compensation of executive officers of the 
Company; provided, however, that the subsections entitled "Board 
Compensation Committee Report on Executive Compensation" and "Executive 
Compensation - Performance Information" shall not be deemed to be 
incorporated herein by reference.

Item	12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

	Reference is made to "Security Ownership of Management and Certain 
Beneficial Owners" included in the WICOR proxy statement dated March 13, 
1997, which is hereby incorporated herein by reference, for information 
regarding voting securities of the Company beneficially owned by its 
directors and officers and certain other beneficial owners.

Item	13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

	Reference is made to "Item No. 1:  Election of Directors" included in 
the WICOR proxy statement dated March 13, 1997, which is hereby incorporated 
herein by reference, for the information required to be disclosed under this 
item

<PAGE>  23
                                   PART IV 

Item	14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)	The following documents are filed as part of this Annual Report on Form 
10-K: 

	1.	All Financial Statements.  The Company's consolidated balance 
sheets and statements of capitalization as of December 31, 1996 and 
1995, and the related consolidated statements of income, common 
equity and cash flow for each of the three years in the period 
ended December 31, 1996, together with the report of independent 
public accountants dated January 27, 1997, included in Exhibit 13, 
portions of the Company's 1996 Annual Report to Shareholders, which 
is incorporated herein by reference.

	2.	Financial statement schedules.

		Schedule III --	Condensed Statements of Income, Retained Earnings 
and Cash Flows (Parent Company Only) for the 
Years Ended December 31, 1996, 1995 and 1994;  
Condensed Balance Sheets (Parent Company Only) as 
of December 31, 1996 and 1995; Notes to Parent 
Company Only Financial Statements.

	Financial statement schedules other than those referred to above have 
been omitted as not applicable or not required.

<PAGE>  24

	3.	Exhibits 

    3.1	WICOR, Inc. Restated Articles of Incorporation, as amended 
(incorporated by reference to Exhibit 3.1 to the Company's 
Form 10-K Annual Report for 1992).

    3.2	WICOR, Inc. By-laws, as amended (incorporated by reference to 
Exhibit 3.3 to the Company's Form 10-K Annual Report for 
1994).

    4.1	Indenture of Mortgage and Deed of Trust dated as of November 1, 
1950, between Milwaukee Gas Light Company and Mellon 
National Bank and Trust Company and D. A. Hazlett, Trustees 
(incorporated by reference to Exhibit 7-E to Milwaukee Gas 
Light Company's Registration Statement No. 2-8631).

    4.2	Bond Purchase Agreement dated December 31, 1981, between Wisconsin 
Gas Company and Teachers Insurance and Annuity Association 
of America relating to the issuance and sale of $30,000,000 
principal amount of First Mortgage Bonds, Adjustable Rate 
Series due 2002 (incorporated by reference to Exhibit 4.6 
to Wisconsin Gas Company's Form S-3 Registration Statement 
No. 33-43729).

    4.3	Indenture dated as of September 1, 1990, between Wisconsin Gas 
Company and First Wisconsin Trust Company, Trustee 
(incorporated by reference to Exhibit 4.11 to Wisconsin Gas 
Company's Form S-3 Registration Statement No. 33-36639).

    4.4	Officers' Certificate, dated as of November 19, 1991, setting forth 
the terms of Wisconsin Gas Company's 7-1/2% Notes due 1998 
(incorporated by reference to Exhibit 4.1 to Wisconsin Gas 
Company's Form 8-K Current Report dated November 19, 1991).

    4.5	Officers' Certificate, dated as of September 15, 1993, setting 
forth the terms of Wisconsin Gas Company's 6.60% Debentures 
due 2013 (incorporated by reference to Exhibit 4.1 to 
Wisconsin Gas Company's Form 8-K Current Report for 
September, 1993).

    4.6	Officers' Certificate, dated as of November 7, 1995, setting forth 
the terms of Wisconsin Gas Company's 6-3/8% Notes due 
2005(incorporated by reference to Exhibit 4 to Wisconsin Gas 
Company's Form 8-K Current Report dated November 7, 1995).

    4.7	Revolving Credit Agreement, dated as of March 29, 1993, among 
Wisconsin Gas Company and Citibank, N.A., Firstar Bank 
Milwaukee, N.A., Harris Trust & Savings Bank, M&I Marshall 
& Ilsley Bank and Citibank, N.A., as Agent (incorporated by 
reference to Exhibit 4.2 to the Company's  Quarterly Report 
on Form 10-Q dated as of August 9, 1993)

<PAGE>  25

    4.8	Revolving Credit Agreement, dated as of March 29, 1993, among Sta-
Rite Industries, Inc. and Citibank, N.A., Firstar Bank 
Milwaukee, N.A., Harris Trust & Savings Bank, M&I Marshall 
& Ilsley Bank and Citibank, N.A., as Agent (incorporated by 
reference to Exhibit 4.3 to the Company's Quarterly Report 
on Form 10-Q dated as of August 9, 1993).

    4.9	Revolving Credit Agreement, dated as of March 29, 1993, among 
WICOR, Inc. and Citibank, N.A., Firstar Bank Milwaukee, 
N.A., Harris Trust & Savings Bank, M&I Marshall & Ilsley 
Bank and Citibank, N.A., as Agent (incorporated by 
reference to Exhibit 4.1 to the Company's Quarterly  Report  
on Form 10-Q dated as of August 9, 1993).

4.10  Extension of Revolving Credit Agreement, dated as of March 10, 1995, 
among WICOR, Inc. and Citibank, N.A., Firstar Bank Milwaukee, N.A., 
Harris Trust & Saving Bank, M&I Marshall & Ilsley Bank and Citibank, 
N.A., as Agent (incorporated by reference to Exhibit 4.1 to the 
Company's Quarterly Report on Form 10-Q dated April 28, 1995).

    4.11	Extension of Revolving Credit Agreement, dated as of March 10, 
1995, among Wisconsin Gas Company and Citibank, N.A., 
Firstar Bank Milwaukee, N.A., Harris Trust and Savings Bank 
and M&I Marshall and Ilsley Bank and Citibank, N.A., as 
Agent (incorporated by reference to Exhibit 4.2 to the 
Company's Quarterly Report on Form 10-Q dated April 28, 
1995).

    4.12	Extension of Revolving Credit Agreement, dated as of March 10, 
1995, among Sta-Rite and Citibank, N.A., Firstar Bank 
Milwaukee, N.A., Harris Trust and Savings Bank and M&I 
Marshall and Ilsley Bank and Citibank, N.A., as Agent 
(incorporated by reference to Exhibit 4.3 to the Company's 
Quarterly Report on Form 10-Q dated April 28, 1995).

    4.13	Rights Agreement dated as of August 29, 1989, between WICOR, Inc. 
and Manufacturers Hanover Trust Company, Rights Agent 
(incorporated by reference to Exhibit 4 to the Company's 
Form 8-K Current Report for August, 1989).

    4.14	Loan Agreement, dated as of March 29, 1996, by and among ABN AMRO 
Bank, N.V., Wisconsin Gas Company Employees' Savings Plans 
Trust and WICOR, Inc. (incorporated by reference to Exhibit 
4.1 to the Company's quarterly report on Form 10-Q dated 
April 26, 1996).

    4.15	Guarantee, dated as of March 29, 1996, from WICOR, Inc. to and for 
the benefit of ABN AMRO Bank, N.V.

    4.16	First Amendment, dated as of November 27, 1996, to Loan Agreement, 
dated as of March 29, 1996, by and among WICOR, Inc. Master 
Savings Trust (formerly the Wisconsin Gas Company 
Employees' Savings Plans Trust), WICOR, Inc. and ABN AMRO 
Bank, N.V

<PAGE>  26

    4.17	Revolving Credit Agreement Amendment, effective July 12, 1995, 
among WICOR, Inc. and Citibank, N.A., Firstar Bank 
Milwaukee, N.A., Harris 	Trust and Savings Bank, M&I 
Marshall and Ilsley Bank and Citibank, N.A., as Agent 
(incorporated by reference to Exhibit 4.4 to the Company's 
Quarterly Report on Form 10-Q dated October 25, 1995).

    4.18	Credit Agreement, dated as of July 18, 1995, among HC 1995 
Acquisition, Inc. (n/k/a Hypro Corporation) and Citibank, 
N.A., Firstar Bank Milwaukee, N.A., Harris Trust and Savings 
Bank and M&I Marshall & Ilsley Bank and Citibank, N.A. as 
Agent (incorporated by reference to Exhibit 4.1 to the 
Company's  Quarterly Report on Form 10-Q dated July 31, 
1995).

    4.19	Loan Agreement Amendment effective July 11, 1996, by and among 
Hypro Corporation and Citibank, N.A., Firstar Bank 
Milwaukee, N.A., Harris Trust and Savings Bank and M&I 
Marshall & Ilsley Bank and Citibank, N.A. as Agent 
(incorporated by reference to Exhibit 4.1 to the Company's 
Quarterly Report on Form 10-Q dated July 30, 1996).

    4.20	Securities Loan Agreement, effective June 22, 1996, among Citibank, 
N.A. and Sta-Rite Industries, Inc. (incorporated by 
reference to Exhibit 4.2 to the Company's Quarterly Report 
on Form 10-Q dated July 30, 1996).

    10.1	Service Agreement dated as of June 1, 1994, among WICOR, Inc., 
Wisconsin Gas Company, Sta-Rite Industries, Inc., WEXCO of 
Delaware, Inc. and SHURflo Pump Manufacturing Co. 
(incorporated by reference Exhibit 10.1 to the Company's 
Form 10-K Annual Report for 1995).

    10.2	Endorsement of Hypro Corporation dated as of July 19, 1995, to 
Service Agreement among WICOR, Inc., Wisconsin Gas Company, 
Sta-Rite Industries, Inc. and WEXCO of Delaware, Inc. 
(incorporated by reference to Exhibit 10.2 to the Company's 
Form 10-K Annual Report for 1995)

<PAGE>  27
    10.3#	WICOR, Inc. 1987 Stock Option Plan, as amended 
(incorporated by reference to Exhibit 4.1 to the Company's 
Form S-8 Registration Statement No. 33-67134).

    10.4#	Forms of nonstatutory stock option agreement used in 
connection with the WICOR, Inc. 1987 Stock Option Plan 
(incorporated by reference to Exhibit 10.20 to the 
Company's Form 10-K Annual Report for 1991).

    10.5#	WICOR, Inc. 1992 Director Stock Option Plan (incorporated 
by reference to Exhibit 4.1 to the Company's Form S-8 
Registration Statement No. 33-67132).

    10.6#	Form of nonstatutory stock option agreement used in 
connection with the WICOR, Inc. 1992 Director Stock Option 
Plan (incorporated by reference to Exhibit 4.2 to the 
Company's Form S-8 Registration Statement No. 33-67132).

    10.7#	WICOR, Inc. 1994 Long-Term Performance Plan (incorporated 
by reference to Exhibit 4.1 to the Company's Form S-8 
Registration Statement No. 33-55755).

    10.8#	Form of nonstatutory stock option agreement used in 
connection with the WICOR, Inc. 1994 Long-Term Performance 
Plan (incorporated by reference to Exhibit 4.2 to the 
Company's Form S-8 Registration Statement No. 33-55755).

    10.9#	Form of restricted stock agreement used in connection with 
the WICOR, Inc. 1994 Long-Term Performance Plan 
(incorporated by reference to Exhibit 4.3 to the Company's 
Form S-8 Registration Statement No. 33-55755).

    10.10#	WICOR, Inc. 1997 Officers' Incentive Compensation Plan.

    10.11#	Wisconsin Gas Company Principal Officers' Supplemental 
Retirement Income Program (incorporated by reference to 
Exhibit 10.8 to the Company's Form 10-K Annual Report for 
1993).

    10.12#	Wisconsin Gas Company 1997 Officers' Incentive Compensation 
Plan.

    10.13#	Wisconsin Gas Company Group Travel Accident Plan 
(incorporated by reference to Exhibit 10.24 to the 
Company's Form 10-K Annual Report for 1992).

    10.14#	Form of Deferred Compensation Agreements between Wisconsin 
Gas Company and certain of its executive officers 
(incorporated by reference to Exhibit 10.30 to the 
Company's Form 10-K Annual Report for 1990).

    10.15#	Sta-Rite Industries, Inc. 1997 Officers' Incentive 
Compensation Plan.

    10.16#	Sta-Rite Industries, Inc. Group Travel Accident Plan 
(incorporated by reference to Exhibit 10.28 to the 
Company's Form 10-K Annual Report for 1992)

<PAGE>  28

    10.17#	WICOR, Inc. Retirement Plan for Directors, as amended 
(incorporated by reference to Exhibit 10.29 to the 
Company's Form 10-K Annual Report for 1992).

    13	Portions of the WICOR, Inc. 1996 Annual Report to Shareholders.

    21	Subsidiaries of WICOR, Inc. 
    23	Consent of independent public accountants.
    27	Financial Data Schedule. (EDGAR version only)
    99	WICOR, Inc. proxy statement dated March 13, 1997.  (Except to the 
extent incorporated by reference, this proxy statement is 
not deemed "filed" with the Securities and Exchange 
Commission as part of this Form 10-K.)

<PAGE>  29

#Indicates a plan under which compensation is paid or payable to directors 
or  executive officers of the Company.

(b)	Reports on Form 8-K.
	No Current Report on Form 8-K was filed during the fourth quarter of 
1996.

<PAGE>  30
                                      SIGNATURES


	Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized.


                                   WICOR, Inc.


Date:  March 13, 1997   By         JOSEPH P. WENZLER
                                   Joseph P. Wenzler
                                   Vice President, Treasurer, and
                                   Chief Financial Officer

<PAGE>  31
	Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed on the succeeding pages by the following persons 
on behalf of the registrant and in the capacities and on the dates 
indicated.

                                WICOR, Inc. 

       Signature                      Title                        Date 
-----------------------     --------------------------------  --------------

GEORGE E. WARDEBERG
George E. Wardeberg         President, Chief Executive        March 13, 1997
                            Officer and Director
                            (Principal Executive Officer)

JOSEPH P. WENZLER
Joseph P. Wenzler           Vice President, Treasurer         March 13, 1997
                            and Chief Financial Officer 
                            (Principal Financial Officer 
                                 and Principal Accounting 
                                 Officer) 

WENDELL F. BUECHE           Director                          March 13, 1997
Wendell F. Bueche

WILLIE D. DAVIS             Director                          March 13, 1997
Willie D. Davis

JERE D. MCGAFFEY            Director                          March 13, 1997
Jere D. McGaffey

DANIEL F. MCKEITHAN, JR.    Director                          March 13, 1997
Daniel F. McKeithan, Jr.

GUY A. OSBORN               Director                          March 13, 1997
Guy A. Osborn

THOMAS F. SCHRADER          Director                          March 13, 1997
Thomas F. Schrader

STUART W. TISDALE           Director                          March 13, 1997
Stuart W. Tisdale

ESSIE M. WHITELAW           Director                          March 13, 1997
Essie M. Whitelaw

WILLIE B. WINTER            Director                          March 13, 1997
William B. Winter


<PAGE>  32
                    Schedule III - Condensed
               Parent Company Financial Statements

                            WICOR, INC.
                        (Parent Company Only)
                         Statement of Income


                                             Year Ended December 31,
                                       ----------------------------------
                                          1996        1995        1994
                                       ----------  ----------  ----------
                                             (Thousands of Dollars)
Income:
  Equity in income of subsidiaries
    after dividends                    $  19,023   $  16,052   $  10,154

  Cash dividends from subsidiaries        28,044      23,000      23,000

  Interest income and other                  722       2,237         373
                                       ----------  ----------  ----------
                                          47,789      41,289      33,527
                                       ----------  ----------  ----------
Expenses:
  Operating (Supplemental Note C)            868       1,120         455
  Interest                                    62         275         163
                                       ----------  ----------  ----------
                                             930       1,395         618
                                       ----------  ----------  ----------

Income Before Parent
  Company Income Taxes                    46,859      39,894      32,909
Income Taxes                                  88         367        (265)
                                       ----------  ----------  ----------

Net Income                             $  46,771   $  39,527   $  33,174
                                       ==========  ==========  ==========

The accompanying notes are an integral part of these statements.

<PAGE>  33
                              Schedule III - Condensed
                         Parent Company Financial Statements (continued)

                                      WICOR, INC.
                                (Parent Company Only)
                                    Balance Sheet
                                            As of December 31,
                                          ----------------------
             (Thousands of Dollars)          1996        1995
Assets                                    ----------  ----------
------
Current Assets:
  Cash and cash equivalents               $   1,458   $   4,416
  Intercompany receivable,
    net (Supplemental Note B)                12,012      13,754
  Other                                          51          76
                                          ----------  ----------
                                             13,521      18,246
                                          ----------  ----------
Investment in Subsidiaries, at equity       360,047     337,241
                                          ----------  ----------

Deferred Income Taxes                           186         192
Deferred Charges and Other                    1,426         578
                                          ----------  ----------
                                          $ 375,180   $ 356,257
                                          ==========  ==========
Liabilities and Capitalization
------------------------------
Current Liabilities:
  Income taxes payable                    $     511   $   5,020
  Other                                         650         161
                                          ----------  ----------
                                              1,161       5,181
                                          ----------  ----------

Deferred Credits                              1,160         620
                                          ----------  ----------
Capitalization:
  ESOP loan guarantee(Supplemental Note D)    4,407       5,315
                                          ----------  ----------
  Common equity:
    Common stock, $1 par value,
     authorized 60,000,000 shares;
     outstanding 18,237,000 and 16,918,000 
     shares, respectively                    18,407      18,237
    Other paid-in-capital                   224,041     219,133
    Retained earnings                       129,777     113,491
    Cumulative translation adjustment         1,349        (125)
    Unearned compensation
     (Supplemental Note D)                   (5,122)     (5,595)
                                          ----------  ----------
      Total common equity                   368,452     345,141
                                          ----------  ----------
                                          $ 375,180   $ 356,257
                                          ==========  ==========
The accompanying notes are an integral part of these statements.

<PAGE>  34
                         Schedule III - Condensed
                Parent Company Only Financial Statements (continued)

                                      WICOR, INC.
                               Statement of Cash Flows 
                  Increase (Decrease) in Cash and Cash Equivalents

                                             Year Ended December 31,
(Thousands of Dollars)                  ----------------------------------
                                           1996        1995        1994
Operations-                             ----------  ----------  ----------
  Net income                            $  46,771   $  39,527   $  33,174
  Adjustments to reconcile net income to
   net cash flows:
    Equity in (income) losses of
      subsidiaries                        (19,023)    (16,052)    (10,154)
    Change in deferred income taxes             6          12         (58)
    Change in intercompany receivables      1,742     (11,715)        123
    Change in income taxes payable         (4,509)        597       1,548
    Change in other current assets             25           3          33
    Change in other current liabilities       489          62        (254)
    Change in other non-current assets and
      liabilities                            (719)     (1,149)       (843)
                                        ----------  ----------  ----------
                                           24,782      11,285      23,569
                                        ----------  ----------  ----------
Investment Activities-
  Investments in subsidiaries                (600)    (37,875)     (5,000)
  Proceeds from sale of assets                  -       5,099           -
                                        ----------  ----------  ----------
                                             (600)    (32,776)     (5,000)
                                        ----------  ----------  ----------
Financing Activities-
  Issuance of common stock                  3,345      40,285      10,649
   Dividends paid on common stock, less
    amounts reinvested                    (30,485)    (27,454)    (23,247)
                                        ----------  ----------  ----------
                                          (27,140)     12,831     (12,598)
                                        ----------  ----------  ----------

Change in Cash and Cash Equivalents        (2,958)     (8,660)      5,971
Cash and Cash Equivalents at Beginning
  of Year                                   4,416      13,076       7,105
                                        ----------  ----------  ----------
Cash and Cash Equivalents at End of Yr  $   1,458   $   4,416   $  13,076
                                        ==========  ==========  ==========

Supplemental Disclosure
Cash paid (received) during the yr for:
  Interest paid                         $       1   $       -   $       -
  Income taxes paid                     $     202   $   1,525   $  (4,440)

The accompanying notes are an integral part of these statements.

<PAGE>  35
                         Schedule III - Condensed
                 Parent Company Financial Statements (continued)

                                WICOR, INC.
                           (Parent Company Only)
                       Statement of Retained Earnings



                                             Year Ended December 31,
                                       ----------------------------------
                                          1996        1995        1994
                                       ----------  ----------  ----------
                                             (Thousands of Dollars)

Balance - Beginning of Year            $ 113,491   $ 101,418   $  94,643
  Add:
    Net income                            46,771      39,527      33,174
                                       ----------  ----------  ----------
                                         160,262     140,945     127,817

  Deduct:
    Cash dividends on common stock        30,485      27,454      26,399
                                       ----------  ----------  ----------
Balance - End of Year                  $ 129,777   $ 113,491   $ 101,418
                                       ==========  ==========  ==========

The accompanying notes are an integral part of these statements.

<PAGE>  36
                        Schedule III - Condensed
           Parent Company Financial Statements (continued)

                               WICOR, Inc.

           Notes to Parent Company Only Financial Statements



The following are supplemental notes to the WICOR, Inc. (Parent Company 
Only) financial statements and should be read in conjunction with the 
WICOR, Inc. Consolidated Financial Statements and Notes thereto included 
herein under Item 8:


SUPPLEMENTAL NOTES

A.	The parent company files a consolidated Federal income tax return 
with its subsidiaries.


B.	Net amounts due from subsidiaries result from intercompany 
transactions including advances and Federal income tax liabilities, 
less payments of expenses by subsidiaries on behalf of WICOR, Inc.


C.	During 1996, 1995 and 1994, the parent company allocated certain 
administrative and operating expenses to its subsidiaries using an 
allocation method approved by the Public Service Commission of 
Wisconsin:


   1996	   1995	   1994
                                        ---------- ---------- ----------

Administrative and operating expenses
  allocated to subsidiaries             $2,579,000 $2,409,000 $2,452,000
                                        ========== ========== ==========


D.	In November 1991, WICOR, Inc. established an Employee Stock 
Ownership Plan (ESOP) covering non-union employees of Wisconsin Gas 
Company.  Because the parent company has guaranteed the loan, the 
unpaid balance is shown as a liability on the balance sheet with a 
like amount of unearned compensation recorded as a reduction of 
stockholders' equity.

The ESOP trustee is repaying the $10 million loan with dividends 
paid on the shares of WICOR, Inc. common stock in the ESOP and with 
Wisconsin Gas Company  contributions to the ESOP.

<PAGE>  37
                                INDEX to Exhibits 
    3.1	WICOR, Inc. Restated Articles of Incorporation, as amended 
(incorporated by reference to Exhibit 3.1 to the Company's 
Form 10-K Annual Report for 1992).

    3.2	WICOR, Inc. By-laws, as amended (incorporated by reference to 
Exhibit 3.3 to the Company's Form 10-K Annual Report for 
1994).

    4.1	Indenture of Mortgage and Deed of Trust dated as of November 1, 
1950, between Milwaukee Gas Light Company and Mellon 
National Bank and Trust Company and D. A. Hazlett, Trustees 
(incorporated by reference to Exhibit 7-E to Milwaukee Gas 
Light Company's Registration Statement No. 2-8631).

    4.2	Bond Purchase Agreement dated December 31, 1981, between Wisconsin 
Gas Company and Teachers Insurance and Annuity Association 
of America relating to the issuance and sale of $30,000,000 
principal amount of First Mortgage Bonds, Adjustable Rate 
Series due 2002 (incorporated by reference to Exhibit 4.6 
to Wisconsin Gas Company's Form S-3 Registration Statement 
No. 33-43729).

    4.3	Indenture dated as of September 1, 1990, between Wisconsin Gas 
Company and First Wisconsin Trust Company, Trustee 
(incorporated by reference to Exhibit 4.11 to Wisconsin Gas 
Company's Form S-3 Registration Statement No. 33-36639).

    4.4	Officers' Certificate, dated as of November 19, 1991, setting forth 
the terms of Wisconsin Gas Company's 7-1/2% Notes due 1998 
(incorporated by reference to Exhibit 4.1 to Wisconsin Gas 
Company's Form 8-K Current Report dated November 19, 1991).

    4.5	Officers' Certificate, dated as of September 15, 1993, setting forth 
the terms of Wisconsin Gas Company's 6.60% Debentures due 
2013 (incorporated by reference to Exhibit 4.1 to Wisconsin 
Gas Company's Form 8-K Current Report for September, 1993).

    4.6	Officers' Certificate, dated as of November 7, 1995, setting forth 
the terms of Wisconsin Gas Company's 6-3/8% Notes due 
2005(incorporated by reference to Exhibit 4 to Wisconsin Gas 
Company's Form 8-K Current Report dated November 7, 1995).

    4.7	Revolving Credit Agreement, dated as of March 29, 1993, among 
Wisconsin Gas Company and Citibank, N.A., Firstar Bank 
Milwaukee, N.A., Harris Trust & Savings Bank, M&I Marshall 
& Ilsley Bank and Citibank, N.A., as Agent (incorporated by 
reference to Exhibit 4.2 to the Company's  Quarterly Report 
on Form 10-Q dated as of August 9, 1993).

    4.8	Revolving Credit Agreement, dated as of March 29, 1993, among Sta-
Rite Industries, Inc. and Citibank, N.A., Firstar Bank 
Milwaukee, N.A., Harris Trust & Savings Bank, M&I Marshall 
& Ilsley Bank and Citibank, N.A., as Agent (incorporated by 
reference to Exhibit 4.3 to the Company's Quarterly Report 
on Form 10-Q dated as of August 9, 1993).

    4.9	Revolving Credit Agreement, dated as of March 29, 1993, among WICOR, 
Inc. and Citibank, N.A., Firstar Bank Milwaukee, N.A., 
Harris Trust & Savings Bank, M&I Marshall & Ilsley Bank and 
Citibank, N.A., as Agent (incorporated by reference to 
Exhibit 4.1 to the Company's Quarterly  Report  on Form 10-
Q dated as of August 9, 1993).

4.10  Extension of Revolving Credit Agreement, dated as of March 10, 1995, 
among WICOR, Inc. and Citibank, N.A., Firstar Bank Milwaukee, N.A., 
Harris Trust & Saving Bank, M&I Marshall & Ilsley Bank and Citibank, 
N.A., as Agent (incorporated by reference to Exhibit 4.1 to the 
Company's Quarterly Report on Form 10-Q dated April 28, 1995)

<PAGE>  38

    4.11	Extension of Revolving Credit Agreement, dated as of March 10, 1995, 
among Wisconsin Gas Company and Citibank, N.A., Firstar 
Bank Milwaukee, N.A., Harris Trust and Savings Bank and M&I 
Marshall and Ilsley Bank and Citibank, N.A., as Agent 
(incorporated by reference to Exhibit 4.2 to the Company's 
Quarterly Report on Form 10-Q dated April 28, 1995).

    4.12	Extension of Revolving Credit Agreement, dated as of March 10, 1995, 
among Sta-Rite and Citibank, N.A., Firstar Bank Milwaukee, 
N.A., Harris Trust and Savings Bank and M&I Marshall and 
Ilsley Bank and Citibank, N.A., as Agent (incorporated by 
reference to Exhibit 4.3 to the Company's Quarterly Report 
on Form 10-Q dated April 28, 1995).

    4.13	Rights Agreement dated as of August 29, 1989, between WICOR, Inc. 
and Manufacturers Hanover Trust Company, Rights Agent 
(incorporated by reference to Exhibit 4 to the Company's 
Form 8-K Current Report for August, 1989).

    4.14	Loan Agreement, dated as of March 29, 1996, by and among ABN AMRO 
Bank, N.V., Wisconsin Gas Company Employees' Savings Plans 
Trust and WICOR, Inc. (incorporated by reference to Exhibit 
4.1 to the Company's quarterly report on Form 10-Q dated 
April 26, 1996).

    4.15*	Guarantee, dated as of March 29, 1996, from WICOR, Inc. to and for 
the benefit of ABN AMRO Bank, N.V.

    4.16*	First Amendment, dated as of November 27, 1996, to Loan Agreement, 
dated as of March 29, 1996, by and among WICOR, Inc. Master 
Savings Trust (formerly the Wisconsin Gas Company 
Employees' Savings Plans Trust), WICOR, Inc. and ABN AMRO 
Bank, N.V.

    4.17	Revolving Credit Agreement Amendment, effective July 12, 1995, among 
WICOR, Inc. and Citibank, N.A., Firstar Bank Milwaukee, 
N.A., Harris 	Trust and Savings Bank, M&I Marshall and 
Ilsley Bank and Citibank, N.A., as Agent (incorporated by 
reference to Exhibit 4.4 to the Company's Quarterly Report 
on Form 10-Q dated October 25, 1995).

    4.18	Credit Agreement, dated as of July 18, 1995, among HC 1995 
Acquisition, Inc. (n/k/a Hypro Corporation) and Citibank, 
N.A., Firstar Bank Milwaukee, N.A., Harris Trust and Savings 
Bank and M&I Marshall & Ilsley Bank and Citibank, N.A. as 
Agent (incorporated by reference to Exhibit 4.1 to the 
Company's  Quarterly Report on Form 10-Q dated July 31, 
1995).

    4.19	Loan Agreement Amendment effective July 11, 1996, by and among Hypro 
Corporation and Citibank, N.A., Firstar Bank Milwaukee, 
N.A., Harris Trust and Savings Bank and M&I Marshall & 
Ilsley Bank and Citibank, N.A. as Agent (incorporated by 
reference to Exhibit 4.1 to the Company's Quarterly Report 
on Form 10-Q dated July 30, 1996).

    4.20	Securities Loan Agreement, effective June 22, 1996, among Citibank, 
N.A. and Sta-Rite Industries, Inc. (incorporated by 
reference to Exhibit 4.2 to the Company's Quarterly Report 
on Form 10-Q dated July 30, 1996).

10.1  Service Agreement dated as of June 1, 1994, among WICOR, Inc., 
Wisconsin Gas Company, Sta-Rite Industries, Inc., WEXCO of Delaware, 
Inc. and SHURflo Pump Manufacturing Co. (incorporated by reference 
Exhibit 10.1 to the Company's Form 10-K Annual Report for 1995)


<PAGE>  39

    10.2	Endorsement of Hypro Corporation dated as of July 19, 1995, to 
Service Agreement among WICOR, Inc., Wisconsin Gas Company, Sta-Rite 
Industries, Inc. and WEXCO of Delaware, Inc. (incorporated by reference to 
Exhibit 10.2 to the Company's Form 10-K Annual Report for 1995).

    10.3#	WICOR, Inc. 1987 Stock Option Plan, as amended (incorporated by 
reference to Exhibit 4.1 to the Company's Form S-8 
Registration Statement No. 33-67134).

    10.4#	Forms of nonstatutory stock option agreement used in connection with 
the WICOR, Inc. 1987 Stock Option Plan (incorporated by 
reference to Exhibit 10.20 to the Company's Form 10-K 
Annual Report for 1991).

    10.5#	WICOR, Inc. 1992 Director Stock Option Plan (incorporated by 
reference to Exhibit 4.1 to the Company's Form S-8 
Registration Statement No. 33-67132).

    10.6#	Form of nonstatutory stock option agreement used in connection with 
the WICOR, Inc. 1992 Director Stock Option Plan 
(incorporated by reference to Exhibit 4.2 to the Company's 
Form S-8 Registration Statement No. 33-67132).

    10.7#	WICOR, Inc. 1994 Long-Term Performance Plan (incorporated by 
reference to Exhibit 4.1 to the Company's Form S-8 
Registration Statement No. 33-55755).

    10.8#	Form of nonstatutory stock option agreement used in connection with 
the WICOR, Inc. 1994 Long-Term Performance Plan 
(incorporated by reference to Exhibit 4.2 to the Company's 
Form S-8 Registration Statement No. 33-55755).

    10.9#	Form of restricted stock agreement used in connection with the 
WICOR, Inc. 1994 Long-Term Performance Plan (incorporated 
by reference to Exhibit 4.3 to the Company's Form S-8 
Registration Statement No. 33-55755).

    10.10#*	WICOR, Inc. 1997 Officers' Incentive Compensation Plan.

    10.11#	Wisconsin Gas Company Principal Officers' Supplemental 
Retirement Income Program (incorporated by reference to 
Exhibit 10.8 to the Company's Form 10-K Annual Report for 
1993).

    10.12#*	Wisconsin Gas Company 1997 Officers' Incentive Compensation 
Plan.

    10.13#	Wisconsin Gas Company Group Travel Accident Plan 
(incorporated by reference to Exhibit 10.24 to the 
Company's Form 10-K Annual Report for 1992).

    10.14#	Form of Deferred Compensation Agreements between Wisconsin 
Gas Company and certain of its executive officers 
(incorporated by reference to Exhibit 10.30 to the 
Company's Form 10-K Annual Report for 1990).

    10.15#*	Sta-Rite Industries, Inc. 1997 Officers' Incentive 
Compensation Plan.

    10.16#	Sta-Rite Industries, Inc. Group Travel Accident Plan 
(incorporated by reference to Exhibit 10.28 to the 
Company's Form 10-K Annual Report for 1992).

    10.17#	WICOR, Inc. Retirement Plan for Directors, as amended 
(incorporated by reference to Exhibit 10.29 to the 
Company's Form 10-K Annual Report for 1992).

<PAGE>  40

    13*	Portions of the WICOR, Inc. 1996 Annual Report to Shareholders.

    21*	Subsidiaries of WICOR, Inc. 

    23*	Consent of independent public accountants.

    27*	Financial Data Schedule. (EDGAR version only)

    99*	WICOR, Inc. proxy statement dated March 13, 1997.  (Except to the 
extent incorporated by reference, this proxy statement is 
not deemed "filed" with the Securities and Exchange 
Commission as part of this Form 10-K.)

*  Indicates document filed herewith.

#Indicates a plan under which compensation is paid or payable to directors or  
executive officers of the Company.