**United States**

**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, 2004**

	[  ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

*For the transition period from __________ to __________*

****SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:****

None.

**SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:**

Indicate by checkmark whether the registrants (1) have filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period thatthe registrants were required to file such reports) and (2) have been subject to such filing requirements forthe past 90 days. Yes  X  No     

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrants' knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K.  X 

Indicate by checkmark whether the registrants are accelerated filers (as defined in Rule 12b-2 of the Act).

**MGE Energy, Inc.	Yes  X    No      Madison Gas and Electric Company	Yes         No  X **

The aggregate market value of the voting and nonvoting common equity held by nonaffiliates of eachregistrant as of June 30, 2004, was as follows:

**MGE Energy, Inc.	$613,248,000Madison Gas and Electric Company	$0**

The number of shares outstanding of each registrant's common stock as of February 1, 2005, were asfollows:

**MGE Energy, Inc.	20,432,998Madison Gas and Electric Company	17,347,889**

**Documents Incorporated by Reference**

Portions of MGE Energy, Inc.'s definitive proxy statement to be filed prior to April 29, 2005, relating to itsannual meeting of shareholders, are incorporated by reference into Part III of this annual report on Form 10-K.

Madison Gas and Electric Company meets the conditions set forth in General Instruction (I)(1)(a) and (b) ofForm 10-K and is therefore omitting (i.) the information otherwise required by Item 601 of Regulation S-Krelating to a list of subsidiaries of the registrant as permitted by General Instruction (I)(2)(b), (ii.) theinformation otherwise required by Item 6 relating to Selected Financial Data, (iii.) the information otherwiserequired by Item 10 relating to Directors and Executive Officers as permitted by General Instruction (I)(2)(c),(iv.) the information otherwise required by Item 11 relating to executive compensation as permitted by GeneralInstruction (I)(2)(c), (v.) the information otherwise required by Item 12 relating to Security Ownership of CertainBeneficial Owners and Management, and (vi.) the information otherwise required by Item 13 relating to CertainRelationships and Related Transactions.**Table of Contents**

Filing Format

Forward-Looking Statements

Where to Find More Information

Definitions

PART I.

Item 1. Business.

Item 2. Properties.

Item 3. Legal Proceedings.

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

PART II.

Item 5. Market for Registrants' Common Equity, Related Stockholder Matters, and Issuer Purchases ofEquity Securities.

Item 6. Selected Financial Data.

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