<PAGE>  1
                                                EXHIBIT 10.10
                               WICOR, Inc.
         1997 Corporate Officer's Incentive Compensation Plan
	

I.		Objectives

The principle objectives of the Plan are:

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

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

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

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


II. 		Eligibility

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

III. 		Amount of Potential Award

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

                                   Award as a Percent of Salary
                                 --------------------------------
          Position               Minimum      Target      Maximum
          ------------------     -------      ------      -------
          President & CEO          0%           50%       108.75%
          VP, Treasurer & CEO      0%           40%        87%
          Asst. Treasurer          0%           20%        43.5

<PAGE>  2
B.	Each executive's award will be determined based on a combination of 
WICOR and individual performance, with WICOR performance accounting 
for 75% of the award and individual performance weighted at 25%.
IV.		Performance Criteria and Objective Setting

A.	Financial Component (75% Weight)

1.)	Overall WICOR performance will be measured by Return on Capital 
(ROC), which is defined as NOPAT (Net Operating Profit After 
Tax) divided by Total Capital Employed (NOPAT and Total Capital 
Employed are defined in Appendix I). Threshold, Target, and 
Maximum ROC performance levels, and their corresponding 
incentive awards are as follows:
 
                             1997 Return      Award as a %
     Performance Level        on Capital       of Target
-----------------------     --------------    ------------
Below Threshold             Less than 7.2%         0%
Threshold                        7.2%              1%
Target                           8.5%            100%
Maximum or above                11.1%            200%

* WICOR Cost of Capital = 8.5%

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

2.)	ROC payout will be further modified by performance against EPS 
Growth (the modifier).  As seen below, EPS growth performance 
can modify the award by +/-	20%. 

                           1997 EPS       Award Modification
Performance Level           Growth         as a % of Target
----------------------  --------------    ------------------
Threshold               Less than or
                        equal to 5%              80%
Target                        10%               100%
Maximum                 Greater than or
                        equal to 15%            120%


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

<PAGE>  3

B.	Discretionary/Individual Component (25% Weight)

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


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

Step 1              [ Base Salary   x   Eligible Target % ]

Multiplied by the sum of Step 2 and Step 3

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

                                Plus

Step 3                 [Discretionary %  x  25%]

Equals

Annual Incentive Award


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

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


<PAGE>  4
V.		Performance

Company performance goals will be for the 1997 calendar year.
VI.		Treatment of Acquisitions and Investments

A.	Acquisitions

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

B.	Investments

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

VII.		Form and Timing of Award Payments

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

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

1.	Lump sum.

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

3.	Completely in deferred annual installments.


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

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

<PAGE>  5

2.	Deferred elections must be made prior to June 30, 1997, and a 
definite time period for deferral must be specified.

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

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

VIII.	Implementation

A.	The effective date of the Plan is January 1, 1997.

IX.		Plan Administration

A.	Compensation Committee

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

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

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

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

<PAGE>  6

B.	Partial Year Participation

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

2.	Awards for part year participants will be pro-rated based on 
the proportion of the year that the participant was in the 
Plan.  This includes participants who terminate employment due 
to death, disability or retirement.
3.	Participants who terminate employment with the Company prior to 
the last day of the plan year shall forfeit all rights to an 
incentive award payment under the Plan except for terminations 
due to death, retirement or disability.

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

<PAGE>  7                                                      Appendix I

                         DEFINITIONS OF TERMS
                        Corporate Consolidated

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

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

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



G:\LINDA\OFFICER\INC.WPD
9