<PAGE>  1
                                               EXHIBIT   4.17

THIRD AMENDMENT
TO
LOAN AGREEMENT

	This Third Amendment to Loan Agreement is made and entered 
into as of the 21st day of December, 1995, by and among 
Wisconsin Gas Company Employees' Saving Plans Trust (the 
"Trust"), WICOR, Inc. (the "Company") and M & I Marshall & 
Ilsley Bank, a Wisconsin banking corporation (the "Bank").  All 
terms not otherwise defined herein shall have the meanings 
assigned to such terms in the Loan Agreement by and among the 
Trust, the Company and the Bank dated as of November 4, 1991 
(the "Agreement") as amended.

WITNESETH

	WHEREAS, the stated maturity of the ESOP Note (as amended) 
is December 29, 1995; and

	WHEREAS, the Trust has requested that the maturity date of 
the ESOP Note be extended until March 29, 1996 and the Bank has 
agreed to such extension.

	NOW, THEREFORE, the parties hereto agree as follows:

	1.	Amendment of Subsection 2.1.  Subsection 2.1 of the 
Agreement (as amended) shall be, and it hereby is, further 
amended by deleting the first sentence thereof in its entirety 
and, in lieu thereof, inserting the following:

		"Subject to the terms and conditions hereof, the Bank 
agrees to lend to the Trust, on the Effective Date, Ten Million 
Dollars ($10,000,000), which amount shall be payable in nineteen 
(19) consecutive installments, consisting of eighteen (18)  
consecutive Quarterly installments of Two Hundred Fifty Thousand 
Dollars ($250,000) each payable on the last Business Day of each 
Quarter commencing on November 30, 1991, and a final payment in 
the amount of the outstanding principal balance on March 29, 
1996.

	2.	Amendment of Subsection 2.2.  Subsection 2.2 of the 
Agreement (as amended) shall be, and it hereby is, further 
amended by deleting part (b) thereof in its entirety and, in 
lieu thereof, inserting the following:


<PAGE>  2
	"(b) be stated to mature on March 29, 1996, and be payable 
as provided in subsection 2.1 hereof, and"

	3.	Effectiveness of Amendment.  This Amendment shall 
become effective upon receipt of the Bank of (I) copy of this 
Amendment duly executed by the rust, the Bank and the Company, 
(ii) the Consent of Guarantor attached to this amendment duly 
executed by the Company and (iii) the Amended and Restated 
Promissory Note substantially in the form attached hereto as 
Exhibit A executed by the Trust which Note shall hereinafter  
constitute the ESOP Note.


	4.	Miscellaneous

	(a)	The Trust hereby represents and warrants to the Bank 
that all of the representations and warranties made by the Trust 
in the Loan Documents are true and correct on the date of this 
Amendment and that no Default or Event of Default under the 
Agreement has occurred and is continuing as of the date of this 
Amendment.

	(b)	The Company hereby represents and warrants to the Bank 
that all of the representations and warranties made by the 
Company in the Loan Documents are true and correct on the date 
of this Amendment, that no Default or Event of Default under the 
Agreement has occurred and is continuing as of the date of this 
Amendment; that the making, execution and delivery of this 
Amendment, and performance of and compliance with the terms of 
the Agreement, as hereby amended, (I) have been duly authorized 
by the Boards of directors of Wisconsin gas and of the Company 
and by all other actions, (ii) do not and will not conflict 
with, contravene or violate any provision of, or result in a 
breach of or default under, or require the waiver (not already 
obtained) of any provision of or the consent (not already given) 
of any Person under the terms of the Trust Agreement and (iii) 
will not violate, conflict with, or constitute a default under 
any law, regulation, order or any other requirement of any 
court, tribunal, arbitrator, or Governmental Authority, that the 
Agreement, as amended hereby and the ESOP Note, as now amended 
and restated by the Amended and Restated Promissory Note 
constitute valid and legally binding obligations of the Trust, 
and are enforceable in accordance with their respective terms, 
except as limited by bankruptcy, insolvency, reorganization, 
moratorium or other laws relating to or affecting generally the 
enforcement of creditors' rights


<PAGE>  3

	(c)	Each reference in the Agreement to "this agreement": 
and each reference in the ESOP Note and the Guaranty to 
"Agreement" shall be deemed a reference to the Agreement as 
amended by this Third Amendment and the First and Second 
Amendments entered into on November 4, 1994, and November 3, 
1995, respectively.

	(d)	Except as amended by this Amendment (and the prior 
amendments dated November 4, 1994, and November 3, 1995); the 
terms and conditions of the Agreement shall remain in all other 
respects in full force and effect.

	(e)	The Company acknowledges and agrees that pursuant to 
section 11.6 of the Guaranty, the Company shall cause Wisconsin 
Gas to reimburse the Bank for all of  its out-of-pocket costs 
and expenses incurred in connection with this Amendment t, 
including the fees and disbursements of the counsel to the Bank 
for the preparation hereof and expenses incurred in connection 
herewith.

	(f)	The Amendment and the rights and obligations of the 
parties hereto shall be governed by the laws of the State of 
Wisconsin.

	
	IN WITNESS WHEREOF, the parties hereto have caused this 
Third Amendment to Loan Agreement to be executed by their 
respective officers as of the date first written above.

				MARSHALL & ILSLEY TRUST COMPANY
				AS TRUSTEE FOR THE WISCONSIN GAS COMPANY
				EMPLOYEES' SAVINGS PLANS TRUST


				By: Charlene Kelimann,  VP
										(Title)
				WICOR, INC.

				By:J.P. Wenzler   VP, Treasurer & CFO
										(Title)

				M&I MARSHALL & ILSLEY BANK

				By Brian Cooper,   VP
										(Title)

				By Gina A. Peters,  SVP
										(Title)


<PAGE>  4
CONSENT OF GUARANTOR

	The undersigned hereby (I) acknowledges and agrees that the 
Guaranty executed by the undersigned is and remains in full 
force and effect subject to no defense, counterclaim or offset 
of any kind, (ii) acknowledges its receipt of a copy of the 
foregoing Amendment, acknowledges that it has received notice of 
the extension of the time for payment of the ESOP Loan pursuant 
to such Amendment and hereby consents and agrees to the terms of 
the foregoing Amendment, all in accordance with Section 7 of the 
Guaranty and (iii) acknowledges and agrees that the giving of 
the undersigned's consent to the foregoing Amendment shall not 
in any way be construed to require the giving of the 
undersigned's consent to any future amendment.

	Dated as of December 21, 1995.

			WICOR, INC.

			By JP Wenzler, VP, Treasurer & CFO
							(Title)






1