<PAGE>
<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, 1995
                               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
Exact name of registrant as specified in its charter  WICOR,Inc.

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

                    626 East Wisconsin Avenue
                          P.O. Box 334
                   Milwaukee, Wisconsin 53201
             ---------------------------------------
            (Address of principal executive offices)
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: $604,073,514 at February 29, 1996.

     Number of shares outstanding of each of the registrant's
classes of common stock, as of February 29, 1996:
          Common Stock, $1 par value   18,305,258 shares

                Documents Incorporated by Reference
    WICOR, Inc. proxy statement dated March 12, 1996 (Part III)
  WICOR, Inc. 1995 Annual Report to Shareholders (Parts I and II)<PAGE>
<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,Pipe 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 and 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>
<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                                                 11

  Item 10.  Directors and Executive Officers 
                 of the Registrant                       11

  Item 11.  Executive Compensation                       11

  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>
<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 and 
manufacturing, with the following subsidiaries engaged in the 
indicated businesses. Wisconsin Gas Company ("Wisconsin Gas") 
engages in retail distribution of natural gas.  As discussed 
below, WICOR Energy Services Company ("WES") is a new subsidiary 
formed by WICOR to sell energy supplies and energy-related 
services.  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.  The Company is a Wisconsin corporation and maintains 
its principal executive offices in Milwaukee, Wisconsin. 

  The Company was incorporated in 1980 at which time 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 and Shurflo through mergers in 1982 and 
1993, respectively.

  In March, 1995, the Company formed WICOR Energy Services 
Company, as a wholly-owned subsidiary.  WES, which does business 
as WICOR Gas Marketing, is in the business of selling a variety 
of energy supply-related services, including natural gas 
purchasing, storage, and energy and risk management.

  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.

  On January 31, 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.

  At December 31, 1995, the Company (including subsidiaries) 
had 3,359 full-time equivalent employees.

  (b)  Financial Information About Industry Segments 

  Reference is made to the section entitled "Financial 
Review-General Overview" set forth in the Company's 1995 Annual 
Report to Shareholders.  Such section is included in Exhibit 13 
hereto and is hereby incorporated herein by reference.<PAGE>
<PAGE>  5

  (c)  Narrative Description of Business 

                            1.  ENERGY 
A.     General 

  Wisconsin Gas is the largest natural gas distribution 
public utility in Wisconsin.  At December 31, 1995, Wisconsin 
Gas distributed gas to approximately 505,000 residential, 
commercial and industrial customers in 503 communities 
throughout Wisconsin having an estimated population of nearly 
2,000,000 based on the State of Wisconsin's estimates for 1995. 
Wisconsin Gas is subject to the jurisdiction 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."

  WES is in the start-up phase of its business, and 
accordingly, its results are not material to the Company's 
financial position or results of operations. 


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 typically seek to 
purchase lower-priced spot market gas directly from producers or 
other sellers and arrange with pipelines and Wisconsin Gas to 
have the gas transported to their facilities. Wisconsin Gas also 
offers gas sales services that are priced to compete with these 
transportation services.  Wisconsin Gas earns the same margin 
(difference between revenue and cost of gas), whether it sells 
gas to customers or transports customer-owned gas.<PAGE>
<PAGE>  6
  The following table sets forth the volumes of natural gas 
delivered by Wisconsin Gas to its customers.
<TABLE>
<CAPTION>

                                        Year Ended
                              ----------------------------------   
                                December 31,     December 31,
                              ---------------- ----------------
                              000's of         000's of
                              Therms *    %    Therms *   *
Customer Class                --------- -----  --------- -----
<S>                           <C>       <C>    <C>       <C>
Sales
  Residential                   494,250  38.0    463,690  38.8
  Commercial                    211,570  16.3    185,980  15.5
  Large Volume Commercial
    and Industrial Firm         134,960  10.4    145,440  12.2
  Commercial and Industrial
    Interruptible               313,530  24.1    282,170  23.6
                              --------- -----  --------- -----
Total Sales                   1,154,310  88.8  1,077,280  90.1
Transportation
--------------
 Transported                    145,490  11.2    119,080   9.9
                              --------- -----  --------- -----
Total Gas Throughput          1,299,800 100.0  1,196,360 100.0
                              ========= =====  ========= =====
</TABLE>

*One therm equals 100,000 BTU's.

  The volumes shown as transported represent customer-owned 
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 in its 
service territory.

  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.  See "Wisconsin Regulatory Matters".  In 1995, 
Wisconsin Gas added nearly 10,000 customers and now serves more 
than one-half million customers.  See "Wisconsin Regulatory 
Matters - Service Area Expansion".

  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 
Wisconsin Gas believes that such competition provides overall 
lower gas costs to all customers than otherwise would exist.<PAGE>
<PAGE>  7

  Wisconsin Gas' future ability to maintain its present share 
of the industrial dual-fuel market (the market that has 
installed capability to use gas or other fuels) depends upon 
Wisconsin Gas' success in obtaining long-term and short-term 
supplies of natural gas at marketable prices and its success in 
arranging or facilitating 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.


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 suppliers of natural gas to 
Wisconsin Gas.  During the transition period prior to the 
implementation of Order No. 636, Wisconsin Gas gradually assumed 
responsibility for the acquisition of supply 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 
capacity and gas supplies.  Local distribution companies, such 
as Wisconsin Gas, must contract for capacity and supply 
sufficient to meet the peak day firm demand of their customers. 
 Peak or near peak days occur only a few times each year, so 
capacity release facilitates higher utilization of capacity 
during those times when the capacity is not needed by the 
utility.  Through pre-arranged agreements and day-to-day 
electronic bulletin board postings, interested parties can 
purchase that capacity.  The proceeds from these transactions 
are passed through to ratepayers, thereby helping to offset the 
costs associated with holding the capacity.  During 1995, 
Wisconsin Gas was an active participant in the capacity release 
market.

  Operating under Order No. 636, Wisconsin Gas Company has 
been able to meet its contractual obligations with both its 
suppliers and its customers despite periods of severe cold and 
unseasonably warm weather, including record cold weather in late 
January and early February, 1996.<PAGE>
<PAGE>  8
  
  (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 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 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 
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 production area which is designed to deliver gas when other 
supplies cannot be delivered during extremely cold weather.

  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                 2,999
         Storage                  4,879
       NNG
         Mainline                 1,085
         Storage                    150
       Viking
         Mainline                    72
       Peaking Facilities            69
                              -------------
       Total                      9,254
                              =============

*One therm equals 100,000 BTU's.<PAGE>
<PAGE>  9

  (3)  Term Gas Supply

  Wisconsin Gas has contracts for firm supplies with terms in 
excess of 30 days with approximately 30 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.  Wisconsin Gas 
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             2,350
       Canadian flowing gas             1,482
       Storage withdrawals              5,029
                                     --------------
            Total                       8,861
                                     ==============

*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 are subject to a three year margin rate 
cap (through October 1997) based on the rates in effect in 
November 1993, less a $10.4 million reduction implemented when 
the margin cap became effective 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, 1995 were $4.5 million below the cap because of 
annualized rate reductions of $3.0 million and $1.5 million made 
by the utility in 1995<PAGE>
<PAGE>  10

  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".

  (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.  ANR and NNG 
may file in the future to recover additional transition costs, 
and 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, the Company's 1995 Annual Report to 
Shareholders, which note is hereby incorporated herein by 
reference.

  (3)  Gas Cost Recovery Mechanism

  The PSCW has instituted a proceeding to determine whether 
changes should be made to the purchased gas adjustment ("PGA") 
mechanism.  In particular, the PSCW is examining whether to 
replace the PGA with an incentive mechanism.  In general, an 
incentive gas cost recovery mechanism would establish a targeted 
gas cost, and the utility would be rewarded or penalized based 
on its gas costs relative to the target.  Hearings are scheduled 
for March 1996 and it is expected that any changes to the 
current PGA will be effective November 1, 1996. The Company 
cannot predict what, if any, changes 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.  In 1995, Wisconsin Gas added nearly 
10,000 customers.  Over the last five years, Wisconsin Gas has 
extended service to 99 new communities and added 52,000 
customers.<PAGE>
<PAGE>  11

  (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 will be aired and decided.  Hearings are 
scheduled to begin in January 1996, with the expectation that 
the new regulatory framework will be implemented by the end of 
1996.  The Company is unable to determine what impact this 
proceeding may have on Wisconsin Gas' operations or financial 
position.

E.     Employees 

  At December 31, 1995, the energy group had 1,098 full-time 
equivalent 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, United Kingdom, Australia, Italy, New Zealand, Russia, 
Germany and Mexico.

B.     U.S. Operations 

  Water products include jet, centrifugal, sump, submersible 
and submersible turbine water pumps, water storage and pressure 
tanks, 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.<PAGE>
<PAGE>  12

  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 
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, 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.

  Sales of pumps and water processing equipment are somewhat 
related to the seasons of the year as well as the level of acti-
vity 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 and recreational vehicle markets. Management believes 
the Company also ranks among the larger producers of pool and 
spa filters and submersible turbine pumps.  Major brand names 
under trademarks include "STA-RITE", "BERKELEY", "SHURflo", 
"FLOTEC","Aquatools", "AQUALITY", "FoamPro", "ONGA", "Hypro", 
"Sherwood", "SherTech" 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 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.<PAGE>
<PAGE>  13

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 United Kingdom, German, Australian, New Zealand, Italian, 
Mexican and Russian 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 sales, 
including exports, were 39% of 1995 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 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.

E.     Employees 

  At December 31, 1995, the manufacturing group had 2,261 full 
time equivalent active employees.

Item 2.  PROPERTIES

(a)    Capital Expenditures

  The Company's capital expenditures for the year ended 
December 31, 1995, totaled $56.2 million.  Retirements during 
this period totaled $8.1 million.  Except as discussed under 
"Legal Proceedings", the Company does not expect to make any 
material capital expenditures for environmental control 
facilities in 1996.<PAGE>
<PAGE>  14

(b)    Energy

  Wisconsin Gas owns a distribution system which, on December 
31, 1995, included approximately 8,300 miles of distribution and 
transmission mains, 414,000 services and 539,000 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 sta-
tions, 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 permis-
sible 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 15 manufacturing facilities 
located in California (2), Michigan, Minnesota, Nebraska, 
Wisconsin (2), Germany, Australia (2), Italy (2), New Zealand, 
Russia and Mexico.  These plants contain a total of 
approximately 1,466,000 square feet of floor space.  These 
businesses also own or lease ten sales/distribution facilities 
in the United States, six in Australia, two in England, and one 
each in Canada, France, Italy, Mexico, New Zealand and 
Singapore.

Item 3.  LEGAL PROCEEDINGS

  There are no material legal proceedings pending, other than 
ordinary routine litigation incidental to the Company's busi-
nesses, 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.<PAGE>
<PAGE>  15

  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 
will not be material to the Company's financial position or 
results of operations.

  Sta-Rite has entered into a contract with the Wisconsin 
Department of Natural Resources ("WDNR") to perform and complete 
the Remedial Investigation/Feasibility Study and Remedial 
Design/Remedial Action phases of the Federal Superfund 
environmental process for the Delavan, Wisconsin Municipal Well 
No. 4, which is located close to one of Sta-Rite's facilities.  
In 1990 and 1991, Sta-Rite provided reserves to cover the 
estimated costs under the contract.  No additions to reserves 
were required since 1991. Although management believes the 
amounts reserved will be adequate to effect any necessary 
restoration, there is a possibility that additional costs may be 
incurred.

  In July 1994, Sta-Rite was notified by the WDNR that it 
believed 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 resouces located in Deerfield.  Based upon the 
preliminary investigation and reserves established, the Company 
believes that the resolution of this matter will not have a 
material adverse effect upon its financial condition.  However, 
there is a possibility that costs in excess of the amount 
reserved may be incurred in the future.<PAGE>
<PAGE>  16

  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, 1995, the Company has accrued 
$36.4 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 will select specific remedial 
actions for recommendation to the WDNR.  During 1995, Wisconsin 
Gas 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 1996.  Once such 
a plan is approved, initial remediation work will begin. 
Expenditures over the next three years are expected to total 
approximately $20 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 are being pursued.  Wisconsin Gas expects full 
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.  As of December 
31, 1995, $4.8 million of such costs had been incurred.<PAGE>
<PAGE>  17
  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, the Company's 1995 Annual Report to 
Shareholders, which note is hereby incorporated herein by 
reference.

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 1995.

               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   60      President and Chief Executive
                              Officer of the Company, and
                              Chairman of Wisconsin Gas,
                              Sta-Rite, SHURflo, Hypro and WICOR
                              Energy Services

Thomas F. Schrader    46      Vice President of the Company and
                              President and Chief Executive
                              Officer of Wisconsin Gas and WICOR
                              Energy Services

James C. Donnelly     50      Vice President of the Company and
                              President and Chief Executive
                              Officer of Sta-Rite

Joseph P. Wenzler     54      Vice President, Treasurer and
                              Chief Financial Officer of the
                              Company; Vice President and Chief
                              Financial Officer of Wisconsin
                              Gas; Treasurer and Secretary of
                              SHURflo and Hypro; and Vice
                              President and Treasurer of WICOR
                              Energy Services

Robert A. Nuernberg   56      Secretary of the Company and WICOR
                              Energy Services; and Vice-
                              President-Corporate Relations and
                                 Secretary of Wisconsin Gas
<PAGE>
<PAGE>  18

  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.  
Prior thereto, 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.  Mr. Donnelly 
joined the Company and Wisconsin Gas in 1987 as Vice President 
and Treasurer.  Prior thereto, he served as Vice President-
Finance of Eastern Gas and Fuel Associates.

  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.  Prior thereto, he served as Vice 
President of the Company and President and Chief Executive 
Officer of Sta-Rite from 1990 to 1992, and President and Chief 
Operating Officer of Sta-Rite from 1986 to 1990.

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

                              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 1995 and 1994, see the section entitled "Investor 
Information" set forth in the Company's 1995 Annual Report to 
Shareholders.  Such section is included in Exhibit 13 hereto and 
is hereby incorporated herein by reference.

  At December 31, 1995, there were 15,238 holders of record 
of WICOR common stock.<PAGE>
<PAGE>  19

  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, the Company's 1995 
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 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 $19 
million of dividends to the Company during the 12 months ending 
October 31, 1996.  See Note 6 of Notes to Consolidated Financial 
Statements contained in Exhibit 13, the Company's 1995 Annual 
Report to Shareholders, which note is hereby incorporated herein 
by reference.  The PSCW desires Wisconsin Gas to target its 
common equity level at 43% to 50% of total capitalization.  For 
the year ended December 31, 1995, Wisconsin Gas' average common 
equity level was 51%.

  In addition, $6.3 million of Sta-Rite net assets at 
December 31, 1995, plus 50% of Sta-Rite future earnings, are 
available for dividends to the Company.  See Note 6 of Notes to 
Consolidated Financial Statements contained in Exhibit 13, the 
Company's 1995 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 1995 Annual Report to 
Shareholders.  Such section is included in Exhibit 13 hereto and 
is hereby incorporated herein by reference.

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 1995 Annual Report to 
Shareholders.  Such section is included in Exhibit 13 hereto and 
is hereby incorporated herein by reference.<PAGE>
<PAGE>  20

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

  Reference is made to the WICOR, Inc. consolidated balance 
sheets and consolidated statements of capitalization as of 
December 31, 1995 and 1994, and the related consolidated 
statements of income, common equity and cash flow for each of 
the three years in the period ended December 31, 1995, together 
with the report of independent public accountants dated January 
22, 1996, all appearing in Exhibit 13, the Company's 1995 Annual 
Report to Shareholders, which is hereby incorporated herein by 
reference.

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 auditors on any matter of accounting 
principles or practices or financial statement disclosure re-
quired 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 12, 1996, 
which is hereby incorporated herein by reference, for the names, 
ages, business experience and other information regarding 
directors and nominees for director 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 12, 1996, which is hereby 
incorporated herein by reference, for information on compen-
sation 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" 
included in the WICOR proxy statement dated March 12, 1996, 
which is hereby incorporated herein by reference, for 
information regarding voting securities of the Company 
beneficially owned by its directors and officers.<PAGE>
<PAGE>  21

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 12, 1996, 
which is hereby incorporated herein by reference, for the 
information required to be disclosed under this item.


                             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 WICOR, Inc. consolidated 
balance sheets and statements of capitalization as of 
December 31, 1995 and 1994, and the related consolidated 
statements of income, common equity and cash flow for 
each of the three years in the period ended December 31, 
1995, together with the report of independent public 
accountants dated January 22, 1996, included in Exhibit 
13, the Company's 1995 Annual Report to Shareholders, 
which is incorporated herein by reference.

  2.   Financial statement schedules.

       Schedule III   Condensed Statements of Income, Retained
                      Earnings and Cash Flow (Parent Company
                      Only) for the Years Ended December 31,
                      1995, 1994 and 1993;  Condensed Balance
                      Sheets (Parent Company Only) as of
                      December 31, 1995 and 1994;  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.

  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).<PAGE>
<PAGE>  22
    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 for November, 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, 1996,
            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 and Term Loan 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 and Term Loan 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 and Term Loan 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).<PAGE>
<PAGE>  23

    4.10    Extension of Revolving Credit and Term Loan
            Agreement, effective 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 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 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 November 4, 1991, by and
            among M&I Marshall & Ilsley Bank, Wisconsin Gas
            Company Employees' Savings Plans Trust and WICOR,
            Inc. (incorporated by reference to Exhibit 4.16 to
            the Company's Form 10-K Annual Report for 1991).

    4.15    Guaranty, dated as of November 4, 1991, from WICOR,
            Inc. to and for the benefit of M&I Marshall & Ilsley
            Bank (incorporated by reference to Exhibit 4.17 to
            the Company's Form 10-K Annual Report for 1991).

    4.16    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).

    4.17    Loan Agreement Amendment effective December 21,
            1995, by and among Wisconsin Gas Company Employees'
            Savings Plans Trust, WICOR, Inc. and M&I Marshall
                        and Ilsley Bank.<PAGE>
<PAGE>  24

            Sta-Rite Industries, Inc., a wholly-owned subsidiary
            of the Registrant, is the obligor under various loan
            agreements in connection with facilities financed
            through the issuance of industrial development
            bonds.  The loan agreements and the additional
            documentation relating to these bond issues are not
            being filed with this Annual Report on Form 10-K in
            reliance upon Item 601(b)(4)(iii) of Regulation S-K. 
            Copies of these documents will be furnished to the
            Securities and Exchange Commission upon request.

    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.

    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.

    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).<PAGE>
<PAGE>  25

    10.10#  WICOR, Inc. 1996 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 1996 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. Officers Supplemental
            Retirement Income Program (incorporated by reference
            to Exhibit 10.28 to the Company's Form 10-K Annual
            Report for 1989).

    10.16#  Sta-Rite Industries, Inc. 1996 Officers' Incentive
            Compensation Plan.

    10.17#  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).

    10.18#  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. 1995 Annual Report to
            Shareholders incorporated by reference herein.

    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 12, 1996. 
            (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 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 1995.<PAGE>
<PAGE>  26

  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 12, 1996         By        JOSEPH P. WENZLER       
                                 ------------------------------
                                        Joseph P. Wenzler 
                                 Vice President, Treasurer, and
                                     Chief Financial Officer<PAGE>
<PAGE>  27


  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 12, 1996 
                     Officer and Director
                     (Principal Executive Officer)

JOSEPH P. WENZLER       
Joseph P. Wenzler    Vice President, Treasurer   March 12, 1996 
                     and Chief Financial Officer 
                     (Principal Financial Officer 
                     and Principal Accounting 
                     Officer) 

WENDELL F. BUECHE    Director                    March 12, 1996
Wendell F. Bueche


WILLIE D. DAVIS      Director                    March 12, 1996
Willie D. Davis


JERE D. MCGAFFEY     Director                    March 12, 1996
Jere D. McGaffey


DAN F. MCKEITHAN,JR  Director                    March 12, 1996
Daniel F. McKeithan, Jr.


GUY A. OSBORN        Director                    March 12, 1996
Guy A. Osborn


THOMAS F. SCHRADER   Director                    March 12, 1996
Thomas F. Schrader                      


STUART W. TISDALE    Director                    March 12, 1996
Stuart W. Tisdale                       


ESSIE M. WHITELAW    Director        March 12, 1996
Essie M. Whitelaw             


WILLIAM B. WINTER    Director        March 12, 1996
William B. Winter<PAGE>
<PAGE>  28


       REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES



To WICOR, Inc.:

We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in
Exhibit 13 to this Form 10-K, and have issued our report thereon
dated January 22, 1996.  Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. 
Supplemental Schedule III is the responsibility of the Company's
management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements.  This schedule has
been subjected to the auditing procedures applied in the audit
of the basic consolidated financial statements and, in our
opinion, fairly state in all material respects the financial
data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.










                                      ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin,
January 22, 1996<PAGE>
<PAGE>  29

                              Schedule III - Condensed
                         Parent Company Financial Statements
<TABLE>
<CAPTION>
                                     WICOR, INC.
                                (Parent Company Only)
                                 Statement of Income


                                                    Year Ended December 31,
                                               ---------------------------------
                                                 1995        1994        1993
                                               ---------------------------------
                                                    (Thousands of Dollars)
<S>                                            <C>         <C>         <C>
Income:
  Equity in income of subsidiaries
    after dividends.........................   $ 16,052    $ 10,154    $  9,356

  Cash dividends from subsidiaries..........     23,000      23,000      21,500

  Interest income and other.................      2,237         373         267
                                               ---------   ---------   ---------
                                                 41,289      33,527      31,123
                                               ---------   ---------   ---------
Expenses:
  Operating (Supplemental Note C)...........      1,120         455       1,942
  Interest .................................        275         163         259
                                               ---------   ---------   ---------
                                                  1,395         618       2,201
                                               ---------   ---------   ---------
Income Before Parent Company Income Taxes...     39,894      32,909      28,922
Income Taxes................................        367        (265)       (391)
                                               ---------   ---------   ---------

Net Income..................................   $ 39,527    $ 33,174    $ 29,313
                                               =========   =========   =========
</TABLE>
The accompanying notes are an integral part of this statement.<PAGE>
<PAGE>  30
                              Schedule III - Condensed
                   Parent Company Financial Statements (continued)
<TABLE>
<CAPTION>
                                     WICOR, INC.
                                (Parent Company Only)
                           Statement of Retained Earnings





                                                    Year Ended December 31,
                                               ---------------------------------
                                                 1995        1994        1993
                                               ---------------------------------
                                                    (Thousands of Dollars)
<S>                                            <C>         <C>         <C>
Balance - Beginning of Year.................   $101,418    $ 94,643    $ 90,102
  Add:
    Net income..............................     39,527      33,174      29,313
                                               ---------   ---------   ---------
                                                140,945     127,817     119,415

  Deduct:
    Cash dividends on common stock..........     27,454      26,399      24,099
    Other...................................          -           -         673
                                               ---------   ---------   ---------
Balance - End of Year ......................   $113,491    $101,418    $ 94,643
                                               =========   =========   =========

</TABLE>


The accompanying notes are an integral part of this statement.<PAGE>
<PAGE>  31
                              Schedule III - Condensed
                Parent Company Only Financial Statements (continued)
<TABLE>
<CAPTION>
                                     WICOR, INC.
                               Statement of Cash Flows
                  Increase (Decrease) in Cash and Cash Equivalents


                                                    Year Ended December 31,
(Thousands of Dollars)                         --------------------------------
                                                 1995        1994        1993
                                               --------------------------------
<S>                                            <C>         <C>         <C>
Operations-
  Net income ...............................   $ 39,527    $ 33,174    $ 29,313
  Adjustments to reconcile net income to
   net cash flows:
    Equity in (income) losses of
      subsidiaries..........................    (16,052)    (10,154)     (9,356)
    Change in deferred income taxes.........         12         (58)        (73)
    Change in intercompany receivables......    (11,715)        123      (7,342)
    Change in income taxes payable..........        597       1,548       6,923
    Change in other current assets..........          3          33          98
    Change in other current liabilities.....         62        (254)        178
    Change in other non-current assets and
      liabilities...........................     (1,149)       (843)       (185)
                                               ---------   ---------   ---------
                                                 11,285      23,569      19,556
Investment Activities                          ---------   ---------   ---------
  Investments in subsidiaries...............    (37,875)     (5,000)    (12,000)
  Proceeds from sale of assets..............      5,099           -           -
                                               ---------   ---------   ---------
                                                (32,776)     (5,000)    (12,000)
Financing Activities-                          ---------   ---------   ---------
  Issuance of common stock..................     40,285      10,649      16,682
  Dividends paid on common stock, less
    amounts reinvested......................    (27,454)    (23,247)    (21,450)
                                               ---------   ---------   ---------
                                                 12,831     (12,598)     (4,768)
                                               ---------   ---------   ---------
Change in Cash and Cash Equivalents.........     (8,660)      5,971       2,788
Cash and Cash Equivalents at Beginning
  of Year...................................     13,076       7,105       4,317
                                               ---------   ---------   ---------
Cash and Cash Equivalents at End of Year....   $  4,416    $ 13,076    $  7,105
                                               =========   =========   =========

Supplemental Disclosure of Cash Flow Information
Cash paid (received) during the year for:
  Interest paid.............................   $      -    $      -    $      1
  Income taxes paid.........................      1,525      (4,440)      2,805

</TABLE>

The accompanying notes are an integral part of this statement.<PAGE>
<PAGE>  32
                              Schedule III - Condensed
                         Parent Company Financial Statements (continued)
<TABLE>
<CAPTION>
                                     WICOR, INC.
                                (Parent Company Only)
                                    Balance Sheet
                                                             As of December 31,
                                                          ----------------------
             (Thousands of Dollars)                          1995        1994
                                                          ----------------------
<S>                                                       <C>         <C>
Assets
------
Current Assets:
  Cash and cash equivalents.............................  $   4,416   $  13,076
  Intercompany receivable, net (Supplemental Note B)....     13,754       2,039
  Other.................................................         76          79
                                                          ----------  ----------
                                                             18,246      15,194
                                                          ----------  ----------

Investment in Subsidiaries, at equity...................    337,241     286,725
                                                          ----------  ----------

Deferred Income Taxes ..................................        192         204
Deferred Charges and Other..............................        578         491
                                                          ----------  ----------
                                                          $ 356,257   $ 302,614
                                                          ==========  ==========
Liabilities and Capitalization
------------------------------
Current Liabilities:
  Income taxes payable..................................  $   5,020   $   4,423
  Other.................................................        161          99
                                                          ----------  ----------
                                                              5,181       4,522
                                                          ----------  ----------

Deferred Credits........................................        495         254
                                                          ----------  ----------
Capitalization:
  ESOP loan guarantee (Supplemental Note D).............      5,315       6,370
                                                          ----------  ----------
  Common equity:
    Common stock, $1 par value, authorized 60,000,000
      shares; outstanding 18,237,000 and 16,918,000
      shares, respectively .............................     18,237      16,918
    Other paid-in-capital ..............................    219,133     180,000
    Retained earnings ..................................    113,491     101,418
    Unearned compensation (Supplemental Note D).........     (5,595)     (6,868)
                                                          ----------  ----------
      Total common equity...............................    345,266     291,468
                                                          ----------  ----------
                                                          $ 356,257   $ 302,614
                                                          ==========  ==========
</TABLE>

The accompanying notes are an integral part of this statement.<PAGE>
<PAGE>  33

                     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 1995, 1994 and 1993, the parent company allocated
       certain administrative and operating expenses to its
       subsidiaries using an allocation method approved by the
       PSCW:
       <TABLE>
       <CAPTIONS>

                                        1995        1994        1993
                                     ----------  ----------  ----------
       <S>                           <C>         <C>         <C>
       Administrative and operating
          expenses allocated
          to subsidiaries            $2,409,000  $2,452,000  $2,388,000
                                     ==========  ==========  ==========

D.     In November 1991, WICOR, Inc. (Parent Company Only)
       established an Employee Stock Ownership Plan (ESOP)
       covering non-union employees of Wisconsin Gas.  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 common stock in the
              ESOP and with Wisconsin Gas contributions to the ESOP.<PAGE>
<PAGE>  34
    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 for November, 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, 1996,
            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 and Term Loan 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>
<PAGE>  35

    4.8     Revolving Credit and Term Loan 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 and Term Loan 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 and Term Loan
            Agreement, effective 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 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 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 November 4, 1991, by and
            among M&I Marshall & Ilsley Bank, Wisconsin Gas
            Company Employees' Savings Plans Trust and WICOR,
            Inc. (incorporated by reference to Exhibit 4.16 to
                        the Company's Form 10-K Annual Report for 1991).<PAGE>
<PAGE>  36

    4.15    Guaranty, dated as of November 4, 1991, from WICOR,
            Inc. to and for the benefit of M&I Marshall & Ilsley
            Bank (incorporated by reference to Exhibit 4.17 to
            the Company's Form 10-K Annual Report for 1991).

    4.16    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).

    4.17* Loan Agreement Amendment effective December 21,
          1995, by and among Wisconsin Gas Company Employees'
          Savings Plans Trust, WICOR, Inc. and M&I Marshall
          and Ilsley Bank.

            Sta-Rite Industries, Inc., a wholly-owned subsidiary
            of the Registrant, is the obligor under various loan
            agreements in connection with facilities financed
            through the issuance of industrial development
            bonds.  The loan agreements and the additional
            documentation relating to these bond issues are not
            being filed with this Annual Report on Form 10-K in
            reliance upon Item 601(b)(4)(iii) of Regulation S-K. 
            Copies of these documents will be furnished to the
            Securities and Exchange Commission upon request.

    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.

    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.

    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).<PAGE>
<PAGE>  37

    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. 1996 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 1996 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. Officers Supplemental
            Retirement Income Program (incorporated by reference
            to Exhibit 10.28 to the Company's Form 10-K Annual
            Report for 1989).

    10.16#* Sta-Rite Industries, Inc. 1996 Officers' Incentive
            Compensation Plan.

    10.17#  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>
<PAGE>  38

    10.18#  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. 1995 Annual Report to
            Shareholders incorporated by reference herein.

    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 12, 1996. 
            (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.)

* Idicates document filed herewith.

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

</TABLE>