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                                                                    Exhibit 1.01

                          NORTHERN STATES POWER COMPANY
                            (A WISCONSIN CORPORATION)

                                 DEBT SECURITIES

                             UNDERWRITING AGREEMENT

To the Representatives named in Schedule I
       hereto of the Underwriters named in
       Schedule II hereto

Dear Sirs:

         Northern States Power Company, a Wisconsin corporation (the "Company"),
proposes to sell to the underwriters named in Schedule II hereto (the
"Underwriters") for whom you are acting as representatives (the
"Representatives"), its Debt Securities of the designation, with the terms and
in the aggregate principal amount specified in Schedule I hereto (the "Debt
Securities") to be issued under its Indenture, dated as of September 1, 2000,
from the Company to Firstar Bank, N.A., as trustee (the "Trustee"), as to be
supplemented and amended by a supplemental indenture relating to the Debt
Securities (such Indenture as to be so supplemented and amended being
hereinafter referred to as the "Indenture"). If the firm or firms listed in
Schedule II hereto include only the firm or firms listed in Schedule I hereto,
then the terms "Underwriters" and "Representatives," as used herein, shall each
be deemed to refer to such firm or firms.

          1.        REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company
represents and warrants to, and agrees with, each Underwriter that:


                    (a)       The Company meets the requirements for use of Form
          S-3 under the Securities Act of 1933, as amended (the "Act") and has
          filed with the Securities and Exchange Commission (the "Commission") a
          registration statement on such Form, including a prospectus, for the
          registration under the Act of the Debt Securities, which registration
          statement has become effective. Such registration statement and
          prospectus may have been amended or supplemented from time to time
          prior to the date of this Agreement (which date is set forth in
          Schedule I hereto). Any such amendment or supplement was filed with
          the Commission and any such amendment has become effective. The
          Company will file with the Commission a prospectus supplement (the
          "Prospectus Supplement") relating to the Debt Securities pursuant to
          Rule 424 and/or Rule 434 under the Act. Copies of such registration
          statement and prospectus, any such amendment or supplement and all
          documents incorporated by reference therein which were filed with the
          Commission on or prior to the date of this Agreement have been

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          delivered to you and copies of the Prospectus Supplement will be
          delivered to you promptly after it is filed with the Commission. Such
          registration statement, as amended prior to the date of this
          Agreement, and such prospectus, as amended and supplemented prior to
          the date of this Agreement and as supplemented by the Prospectus
          Supplement, are hereinafter called the "Registration Statement" and
          the "Prospectus", respectively. Any reference herein to the
          Registration Statement or the Prospectus shall be deemed to refer to
          and include the documents incorporated by reference therein pursuant
          to Item 12 of Form S-3 which were filed under the Securities Exchange
          Act of 1934, as amended (the "Exchange Act") on or before the date of
          this Agreement and, if the Company files any document pursuant to the
          Exchange Act after the date of this Agreement and prior to the
          termination of the offering of the Debt Securities by the
          Underwriters, which documents are deemed to be incorporated by
          reference into the Prospectus, the term "Prospectus" shall refer also
          to said prospectus as supplemented by the documents so filed from and
          after the time said documents are filed with the Commission. There are
          no contracts or documents of the Company that are required to be filed
          as exhibits to the Registration Statement or any documents
          incorporated by reference therein by the Act, the Exchange Act or the
          rules and regulations thereunder which have not been so filed.

                    (b)       No order preventing or suspending the use of the
          Prospectus or the Registration Statement has been issued by the
          Commission and the Registration Statement, at the date of this
          Agreement, complied in all material respects with the requirements of
          the Act, the Trust Indenture Act of 1939, as amended (the "Trust
          Indenture Act") and the respective rules and regulations thereunder
          and did not contain any untrue statement of a material fact or omit
          any material fact required to be stated therein or necessary in order
          to make the statements therein not misleading; and, at the time the
          Prospectus Supplement is filed with the Commission and at the Closing
          Date (as hereinafter defined), the Prospectus will comply in all
          material respects with the Act and the rules and regulations
          thereunder and will not contain any untrue statement of a material
          fact or omit to state any material fact required to be stated therein
          or necessary to make the statements therein not misleading; PROVIDED
          that the Company makes no representations or warranties as to (A) that
          part of the Registration Statement which shall constitute the
          Statement of Eligibility (Form T-1) under the Trust Indenture Act of
          the Trustee or (B) the information contained in or omitted from the
          Registration Statement or the Prospectus in reliance upon and in
          conformity with information furnished in writing to the Company by or
          on behalf of any Underwriter through the Representatives specifically
          for use in connection with the preparation of the Registration
          Statement or Prospectus.

                    (c)       The documents incorporated by reference in the
          Prospectus, when they were filed with the Commission, conformed in all
          material respects to the requirements of the Exchange Act and the
          rules and regulations of the Commission thereunder, and any documents
          so filed and incorporated by reference subsequent to the date of this
          Agreement will, when they are filed with the Commission, conform in
          all material respects to the requirements of the Exchange Act, and the
          rules and regulations of the Commission thereunder; and none of such
          documents include or will include any untrue

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          statement of a material fact or omit or will omit to state any
          material fact required to be stated therein or necessary to make the
          statements therein in the light of the circumstances under which they
          were made not misleading.

                    (d)       PricewaterhouseCoopers LLP, which audited certain
          of the financial statements incorporated by reference in the
          Registration Statement, are independent public accountants as required
          by the Act and the rules and regulations of the Commission thereunder.

                    (e)       The financial statements of the Company filed as a
          part of or incorporated by reference in the Registration Statement or
          Prospectus fairly present the financial position of the Company as of
          the dates indicated and the results of its operations and changes in
          financial position for the periods specified, and have been prepared
          in conformity with generally accepted accounting principles applied on
          a consistent basis throughout the periods involved, except as
          disclosed in the Prospectus Supplement.

                    (f)       The Company has been duly incorporated and is
          validly existing as a corporation in good standing under the laws of
          the State of Wisconsin with due corporate authority to carry on the
          business in which it is engaged and to own and operate the properties
          used by it in such business, as described in the Prospectus; the
          Company is qualified to do business as a foreign corporation and is in
          good standing under the laws of the State of Michigan; and the Company
          is not required by the nature of its business to be licensed or
          qualified as a foreign corporation in any other state or jurisdiction;
          and, except as set forth in the Prospectus Supplement, the Company has
          all material licenses and approvals required at the date hereof to
          conduct its business.

                    (g)       The authorized, issued and outstanding capital
          stock of the Company is as set forth in the Prospectus (except for
          subsequent issuance, if any, pursuant to reservations or agreements
          referred to therein); the shares of issued and outstanding capital
          stock of the Company have been duly and validly issued, are fully paid
          and non-assessable and are owned by Xcel Energy Inc., a Minnesota
          corporation.

                    (h)       The Company has not sustained since the date of
          the latest audited financial statements included or incorporated by
          reference in the Prospectus any material loss or interference with its
          business from fire, explosion, flood or other calamity, whether or not
          covered by insurance, or from any labor dispute or court or
          governmental action, order or decree, otherwise than as set forth or
          contemplated in the Prospectus Supplement; and, since the respective
          dates as of which information is given in the Registration Statement
          and the Prospectus Supplement, the Company has not incurred any
          liabilities or obligations, direct or contingent, or entered into any
          transactions, not in the ordinary course of business, which are
          material to the Company, and there has not been any material change in
          the capital stock or long-term debt of the Company or any material
          adverse change, or any development involving a prospective material
          adverse change, in or affecting the general affairs, management,
          financial position, stockholders'

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          equity or results of operations of the Company, otherwise than as set
          forth or contemplated in the Prospectus Supplement.

                    (i)       Neither the execution and delivery of this
          Agreement and the Indenture, the issuance and delivery of the Debt
          Securities, the consummation of the transactions herein contemplated,
          the fulfillment of the terms hereof, nor compliance with the terms and
          provisions of this Agreement, the Debt Securities and the Indenture
          will conflict with, or result in the breach of, any of the terms,
          provisions or conditions of the Restated Articles of Incorporation, as
          amended, or By-laws of the Company, or of any contract, agreement or
          instrument to which the Company is a party or in which the Company has
          a beneficial interest or by which the Company is bound or of any
          order, rule or regulation applicable to the Company of any court or of
          any federal or state regulatory body or administrative agency or other
          governmental body having jurisdiction over the Company or over its
          properties.

                    (j)       The Debt Securities have been duly authorized for
          issuance and sale pursuant to this Agreement and, when executed and
          authenticated in accordance with the Indenture and delivered and paid
          for as provided herein, will be duly issued and will constitute valid
          and binding obligations of the Company enforceable in accordance with
          their terms, except as limited by bankruptcy, insolvency and other
          laws affecting enforcement of creditors' rights, and will be entitled
          to the benefits of the Indenture which will be substantially in the
          form heretofore delivered to you.

                    (k)       The Indenture has been duly and validly authorized
          by the Company and, when duly executed and delivered by the Company,
          assuming due authorization, execution and delivery thereof by the
          Trustee, will constitute a valid and binding obligation of the Company
          enforceable in accordance with its terms, except as enforcement
          thereof may be limited by bankruptcy, insolvency or other laws
          affecting enforcement of creditors' rights.

                    (l)       The Public Service Commission of Wisconsin has
          issued its order authorizing the issuance and sale of the Debt
          Securities on terms consistent with this Agreement. Each other
          consent, approval, authorization, order, registration or qualification
          of or with any regulatory public body, state or federal, that is, or
          will be at the Closing Date, necessary in connection with the issuance
          and sale of the Debt Securities pursuant to this Agreement has been or
          will be obtained, other than approvals that may be required under
          state securities laws.

                    (m)       The Company has good and valid title to all real
          and fixed property and leasehold rights which are owned by it, subject
          only to taxes and assessments not yet delinquent; the lien of the
          Supplemental and Restated Trust Indenture dated March 1, 1991, from
          the Company to Firstar Trust Company (the "First Mortgage Indenture");
          as to parts of the Company's property, certain easements, conditions,
          restrictions, leases, and similar encumbrances which do not affect the
          Company's use of such property in the usual course of its business,
          and certain minor defects in titles which are not material, and

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          defects in titles to certain properties which are not essential to the
          Company's business; and mechanics' lien claims being contested or not
          of record or for the satisfaction or discharge of which adequate
          provision has been made by the Company pursuant to the First Mortgage
          Indenture; and any real property and buildings held under lease by the
          Company is held by it under valid, subsisting and enforceable leases
          with such exceptions as are not material and do not interfere with the
          use made and proposed to be made of such property and buildings by the
          Company.

                    (n)       Other than as set forth or contemplated in the
          Prospectus, there are no legal or governmental proceedings pending to
          which the Company is a party or of which any property of the Company
          is the subject which, if determined adversely to the Company, would
          individually or in the aggregate have a material adverse effect on the
          financial position, stockholders' equity or results of operations of
          the Company; and, to the best of the Company's knowledge, no such
          proceedings are threatened or contemplated by governmental authorities
          or threatened by others.

                    (o)       The Company has all necessary power under
          statutory provisions or permits to use its operating electric and gas
          properties.

                    (p)       The Company has no "significant subsidiary",
          within the meaning of Rule 1.02(w) of Regulation S-X under the Act.

                    (q)       The Company is not an "investment company" or an
          entity "controlled" by an "investment company", as such terms are
          defined in the Investment Company Act of 1940, as amended.

                    (r)       Except as set forth in the Prospectus Supplement,
          the Company (A) is in compliance with any and all applicable federal,
          state and local laws and regulations relating to the protection of
          human health and safety, the environment or hazardous or toxic
          substances or wastes, pollutants or contaminants ("Environmental
          Laws"), (B) has received all permits, licenses or other approvals
          required of it under applicable Environmental Laws to conduct its
          business and (C) is in compliance with all terms and conditions of any
          such permits, licenses or approvals, except where such noncompliance
          with Environmental Laws, failure to receive required permits, licenses
          or other approvals or failure to comply with the terms and conditions
          of such permits, licenses or approvals would not, singly or in the
          aggregate, have a material adverse effect on the Company.

          2.        PURCHASE AND SALE. Subject to the terms and conditions and
in reliance upon the representations and warranties herein set forth, the
Company agrees to sell to the Representatives and each other Underwriter, and
the Representatives and each other Underwriter agree, severally and not jointly,
to purchase from the Company, at the purchase price set forth in Schedule I
hereto, the respective principal amounts of the Debt Securities set forth
opposite their respective names in Schedule II hereto.

          3.        DELIVERY AND PAYMENT. Delivery of and payment for the Debt
Securities shall be made at the place, date and time specified in Schedule I
hereto (or such other place, date and time

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not later than eight full business days thereafter as the Representatives and
the Company shall designate), which date and time may be postponed by agreement
between the Representatives and the Company (such date and time being herein
called the "Closing Date"). Delivery of the Debt Securities shall be made to the
Representatives for the respective accounts of the several Underwriters against
payment by the several Underwriters through the Representatives of the purchase
price thereof to or upon the order of the Company by certified or official bank
check or checks payable in New York Clearing House (next day) funds or, if so
indicated in Schedule I hereto, in federal (same day) funds. The Debt Securities
will be delivered in definitive registered form except that, if for any reason
the Company is unable to deliver the Debt Securities in definitive form, the
Company reserves the right, as provided in the Indenture, to make delivery in
temporary form. Any Debt Securities delivered in temporary form will be
exchangeable without charge for Debt Securities in definitive form. The Debt
Securities will be registered in the names of the Underwriters and in the
principal amounts set forth in Schedule II hereto except that if the Company
receives a written request from the Representatives prior to noon on the third
business day preceding the Closing Date giving the names in which the Debt
Securities are to be registered and the principal amounts thereof (which shall
in each case be a multiple of $1,000) the Company will deliver the Debt
Securities so registered. The Debt Securities will be made available to the
Representatives for checking in New York, New York, not later than 2:00 p.m.,
New York time, on the business day preceding the Closing Date.

          4.        AGREEMENTS. The Company agrees with the several Underwriters
that:

                    (a)       With the consent of the Representatives, the
          Company will cause the Prospectus Supplement to be filed pursuant to
          Rule 424(b) and/or Rule 434 under the Act and will notify the
          Representatives promptly of such filing. During the period for which a
          prospectus relating to the Debt Securities is required to be delivered
          under the Act, the Company will promptly advise the Representatives
          (i) when any amendment to the Registration Statement shall have become
          effective, (ii) when any subsequent supplement to the Prospectus
          (including documents deemed to be incorporated by reference into the
          Prospectus) has been filed, (iii) of any request by the Commission for
          any amendment of or supplement to the Registration Statement or the
          Prospectus or for any additional information, and (iv) of the issuance
          by the Commission of any stop order suspending the effectiveness of
          the Registration Statement or the institution or threatening of any
          proceedings for that purpose. The Company will not file any amendment
          of the Registration Statement or supplement to the Prospectus
          (including documents deemed to be incorporated by reference into the
          Prospectus) unless the Company has furnished to the Representatives a
          copy for their review prior to filing and will not file any such
          proposed amendment or supplement to which the Representatives
          reasonably object. The Company will use its best efforts to prevent
          the issuance of any such stop order and, if issued, to obtain as soon
          as possible the withdrawal thereof.

                    (b)       If, at any time when a prospectus relating to the
          Debt Securities is required to be delivered under the Act, any event
          occurs as a result of which the Prospectus as then amended or
          supplemented would include any untrue statement of a material fact or
          omit to state any material fact necessary to make the statements
          therein, in the light of the

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          circumstances under which they were made, not misleading, or if it
          shall be necessary at any time to amend or supplement the Prospectus
          to comply with the Act or the Exchange Act or the respective rules and
          regulations of the Commission thereunder, the Company promptly,
          subject to paragraph (a) of this Section 4, will prepare and file an
          amendment or supplement to the Prospectus with the Commission or will
          make a filing with the Commission pursuant to Section 13 or 14 of the
          Exchange Act, which will correct such statement or omission or will
          effect such compliance.

                    (c)       The Company will make generally available to its
          security holders and to the Representatives a consolidated earnings
          statement (which need not be audited) of the Company, for a
          twelve-month period beginning after the date of the Prospectus
          Supplement filed pursuant to Rule 424(b) and/or Rule 434 under the
          Act, as soon as is reasonably practicable after the end of such
          period, but in any event no later than eighteen months after the
          "effective date of the Registration Statement" (as defined in Rule
          158(c) under the Act), which will satisfy the provision of Section
          11(a) of the Act and the rules and regulations of the Commission
          thereunder (including at the option of the Company, Rule 158).

                    (d)       The Company will furnish to each of the
          Representatives a signed copy of the Registration Statement as
          originally filed and of each amendment thereto, including the Form T-1
          of the Trustee and all powers of attorney, consents and exhibits filed
          therewith (other than exhibits incorporated by reference), and will
          deliver to the Representatives conformed copies of the Registration
          Statement, the Prospectus (including all documents incorporated by
          reference therein) and, so long as delivery of a prospectus by an
          Underwriter or dealer may be required by the Act, all amendments of
          and supplements to such documents, in each case as soon as available
          and in such quantities as the Representatives may reasonably request.

                    (e)       The Company will furnish such information, execute
          such instruments and take such action as may be required to qualify
          the Debt Securities for sale under the laws of such jurisdictions as
          the Representatives may designate and will maintain such
          qualifications in effect so long as required for the distribution of
          the Debt Securities; PROVIDED that the Company shall not be required
          to qualify to do business in any jurisdiction where it is not now so
          qualified or to take any action which would subject it to general or
          unlimited service of process in any jurisdiction where it is not now
          so subject.

                    (f)       So long as the Debt Securities are outstanding,
          the Company will furnish (or cause to be furnished) to each of the
          Representatives, upon request, copies of (i) all reports to
          stockholders of the Company and (ii) all reports and financial
          statements filed with the Commission or any national securities
          exchange.

                    (g)       During the period beginning from the date of this
          Agreement and continuing to the Closing Date, the Company will not
          offer, sell, or otherwise dispose of any Debt Securities of the
          Company (except under prior contractual commitments which

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          have been disclosed to the Representatives), without the prior written
          consent of the Representatives, which consent shall not be
          unreasonably withheld.

          5.        EXPENSES. Whether or not the transactions contemplated
hereunder are consummated or this Agreement is terminated, the Company will pay
all costs and expenses incident to the performance of the obligations of the
Company hereunder, including, without limiting the generality of the foregoing,
all costs, taxes and expenses incident to the issue and delivery of the Debt
Securities to the Underwriters, all fees and expenses of the Company's counsel
and accountants, all costs and expenses incident to the preparing, printing and
filing of the Registration Statement (including all exhibits thereto), the
Prospectus (including all documents incorporated by reference therein) and any
amendments thereof or supplements thereto, all costs and expenses (including
fees and expenses of counsel) incurred in connection with "blue sky"
qualifications, the determination of the legality of the Debt Securities for
investment by institutional investors and the rating of the Debt Securities, and
all costs and expenses of the printing and distribution of all documents in
connection with this underwriting. Except as provided in this Section 5 and
Section 8 hereto, the Underwriters will pay all their own costs and expenses,
including the fees of their counsel and any advertising expenses in connection
with any offer they may make.

          6.        CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The
obligations of the Underwriters to purchase the Debt Securities shall be
subject, in the discretion of the Representatives, to the accuracy of the
representations and warranties on the part of the Company contained herein as of
the date hereof and the Closing Date, to the accuracy of the statements of
Company officers made in any certificates given pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions:

                    (a)       The Prospectus Supplement relating to the Debt
          Securities shall have been filed with the Commission pursuant to Rule
          424(b) and/or Rule 434 within the applicable time period prescribed
          for such filing by the rules and regulations under the Act and in
          accordance with Section 4(a) hereof; no stop order suspending the
          effectiveness of the Registration Statement or any part thereof shall
          have been issued and no proceeding for that purpose shall have been
          initiated or threatened by the Commission, and all requests for
          additional information on the part of the Commission shall have been
          complied with to the Representatives' reasonable satisfaction.

                    (b)       The Representatives shall be furnished with
          opinions, dated the Closing Date, of Gary R. Johnson, General Counsel
          of Xcel Energy Inc., substantially in the form included as Exhibit A.

                    (c)       The Representatives shall have received from
          Gardner, Carton & Douglas, Chicago, Illinois, counsel for the
          Underwriters, such opinion or opinions dated the Closing Date with
          respect to the incorporation of the Company, this Agreement, the
          validity of the Indenture, the Debt Securities, the Registration
          Statement, the Prospectus and other related matters as the
          Representatives may reasonably require, and the

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          Company shall have furnished to such counsel such documents as they
          reasonably request for the purpose of enabling them to pass upon such
          matters.

                    (d)       The Company shall have furnished to the
          Underwriters the opinion of special Michigan counsel for the Company,
          dated the Closing Date, to the effect that:

                             (i)     the Company is duly authorized as a foreign
                    corporation under the laws of the State of Michigan and
                    has corporate power, right and authority to do business
                    in the State of Michigan in the manner as set forth in
                    the Prospectus to the extent it is authorized to transact
                    such business in the State of Wisconsin, and to own
                    property in the State of Michigan in the manner set forth
                    in the Prospectus;

                             (ii)    the Company has all necessary power
                    under Michigan statutory provisions and has all necessary
                    franchises to use its operating electric and gas
                    properties in Michigan, except that no determination has
                    been made whether the Company or its Michigan predecessor
                    has secured permits and approvals, if any, required by
                    the Wetlands Protection Act, 1979 PA 302, and except that
                    the Company does not have electric franchises in the
                    cities of Ironwood, Bessemer and Wakefield, County of
                    Gogebic, State of Michigan. However, counsel for the
                    Company, Aberg, Bell, Blake & Metzner, rendered an
                    opinion on April 19, 1968, that municipal franchises were
                    not required for the cities of Ironwood and Bessemer; and

                             (iii)    No approval, authorization, consent,
                    certificate or order of any Michigan commission or
                    regulatory authority is required in connection with the
                    issuance and sale of the Debt Securities by the Company
                    to the Underwriters as provided in this Agreement except
                    as may be required under state securities laws.

                    (e)       The Company shall have furnished to the
          Representatives a certificate of the President or any Vice President
          of the Company, dated the Closing Date, as to the matters set forth in
          paragraph (a) and (i) of this Section 6 and to the further effect that
          the signers of such certificate have carefully examined the
          Registration Statement, the Prospectus and this Agreement and that:

                             (i)       the representations and warranties of
                    the Company in this Agreement are true and correct on and
                    as of the Closing Date with the same effect as if made on
                    the Closing Date, and the Company has complied with all
                    the agreements and satisfied all the conditions on its
                    part to be performed or satisfied at or prior to the
                    Closing Date, and

                             (ii)      there has been no material adverse
                    change in the condition of the Company, financial or
                    otherwise, or in the earnings, affairs or business
                    prospects of the Company, whether or not arising in the
                    ordinary course of business, from that set forth or
                    contemplated by the Registration Statement or Prospectus
                    Supplement.

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                    (f)       The Representatives shall have received letters
          from the Company's independent public accountants (dated the date of
          this Agreement and Closing Date, respectively, and in form and
          substance satisfactory to the Representatives) advising that (i) they
          are independent public accountants as required by the Act and
          published rules and regulations of the Commission thereunder, (ii) in
          their opinion, the financial statements and financial statement
          schedules incorporated by reference in the Registration Statement and
          covered by their opinion filed with the Commission under Section 13 of
          the Exchange Act comply as to form in all material respects with the
          applicable accounting requirements of the Exchange Act and the
          published rules and regulations thereunder, (iii) they have performed
          limited procedures, not constituting an audit, including a reading of
          the latest available interim financial statements of the Company, a
          reading of the minutes of meetings of the Board of Directors,
          committees thereof, and of the Shareholders, of the Company since the
          date of the most recent audited financial statements included or
          incorporated by reference in the Prospectus, inquiries of officials of
          the Company responsible for financial accounting matters and such
          other inquiries and procedures as may be specified in such letter, and
          on the basis of such limited review and procedures nothing came to
          their attention that caused them to believe that: (a) any material
          modifications should be made to any unaudited financial statements of
          the Company included or incorporated by reference in the Registration
          Statement or Prospectus for them to be in conformity with generally
          accepted accounting principles or any unaudited financial statements
          of the Company included or incorporated by reference in the
          Registration Statement or Prospectus do not comply as to form in all
          material respects with the applicable accounting requirements of the
          Exchange Act and the rules and regulations of the Commission
          applicable to Form 10-Q; (b) with respect to the period subsequent to
          the date of the most recent financial statements included or
          incorporated by reference in the Prospectus and except as set forth in
          or contemplated by the Registration Statement or Prospectus, there
          were any changes, at a specified date not more than five business days
          prior to the date of the letter, in the capital stock of the Company,
          increases in long-term debt or decreases in stockholders' equity or
          net current assets of the Company as compared with the amounts shown
          on the most recent consolidated balance sheet included or incorporated
          in the Prospectus, or for the period from the date of the most recent
          financial statements included or incorporated by reference in the
          Prospectus to such specified date there were any decreases, as
          compared with the corresponding period in the preceding year, in
          operating revenues, operating income, or net income, except in all
          instances for changes or decreases set forth in such letter, in which
          case the letter shall be accompanied by an explanation by the Company
          as to the significance thereof unless said explanation is not deemed
          necessary by the Representatives; and (iv) they have carried out
          specified procedures performed for the purpose of comparing certain
          specified financial information and percentages (which is limited to
          financial information derived from general accounting records of the
          Company) included or incorporated by reference in the Registration
          Statement and Prospectus with indicated amounts in the financial
          statements or accounting records of the Company and (excluding any
          questions of legal interpretation) have found such information and
          percentages to be in agreement with the relevant accounting and

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          financial information of the Company referred to in such letter in the
          description of the procedures performed by them.

                    (g)       Subsequent to the respective dates as of which
          information is given in the Registration Statement and the Prospectus,
          there shall not have been any change or decrease specified in the
          letter or letters referred to in paragraph (f) of this Section 6 which
          makes it impractical or inadvisable in the judgment of the
          Representatives to proceed with the public offering or the delivery of
          the Debt Securities on the terms and in the manner contemplated by the
          Prospectus.

                    (h)       Subsequent to the date hereof, no downgrading
          shall have occurred, nor shall any notice have been given of any
          intended or potential downgrading or of any review for a possible
          change that does not indicate the direction of the possible change, in
          the rating accorded the Company's debt securities or preferred stock
          by any "nationally recognized statistical rating organization," as
          that term is defined by the Commission for purposes of Rule 436(g) (2)
          under the Act.

                    (i)       (i) The Company shall not have sustained since the
          date of the latest audited financial statements included or
          incorporated by reference in the Prospectus any loss or interference
          with its business from fire, explosion, flood or other calamity,
          whether or not covered by insurance, or from any labor dispute or
          court or governmental action, order or decree, otherwise than as set
          forth or contemplated in the Prospectus Supplement, and (ii) since the
          date of this Agreement, the Company shall not have incurred any
          liabilities or obligations, direct or contingent, or entered into any
          transactions, not in the ordinary course of business, which are
          material to the Company, and there shall not have been any change in
          the capital stock or long-term debt of the Company or any change, or
          any development involving a prospective change, in or affecting the
          general affairs, management, financial position, stockholders' equity
          or results of operations of the Company otherwise than as set forth or
          contemplated in the Prospectus Supplement, the effect of which, in any
          such case described in clause (i) or (ii) is in the judgment of the
          Representatives so material and adverse as to make it impracticable or
          inadvisable to proceed with the public offering or the delivery of the
          Debt Securities on the terms and in the manner contemplated by the
          Prospectus.

                    (j)       No Representative shall have advised the Company
          that the Registration Statement or Prospectus, or any amendment or
          supplement thereto, contains an untrue statement of fact which in the
          opinion of counsel for the Underwriters is material or omits to state
          a fact which in the opinion of counsel for the Underwriters is
          material and is required to be stated therein or is necessary to make
          the statements therein not misleading.

                    (k)       Prior to the Closing Date, the Company shall have
          furnished to the Representatives such further information,
          certificates and documents as they may reasonably request.

                                       11
<PAGE>

         If any of the conditions specified in this Section 6 shall not have
been fulfilled when and as required by this Agreement, or if any of the opinions
and certificates mentioned above or elsewhere in this Agreement shall not be
satisfactory in form and substance to the Representatives and their counsel,
this Agreement and all obligations of the Underwriters hereunder may be
cancelled at, or at any time prior to, the Closing Date by the Representatives.
Notice of such cancellation shall be given to the Company in writing, or by
telephone or facsimile transmission confirmed in writing.

          7.        CONDITIONS OF COMPANY'S OBLIGATIONS. The obligations of the
Company to sell and deliver the Debt Securities are subject to the following
conditions:

                    (a) Prior to the Closing Date, no stop order suspending the
          effectiveness of the Registration Statement shall have been issued and
          no proceedings for that purpose shall have been instituted or, to the
          knowledge of the Company or the Representatives, threatened.

                    (b) The order of the Public Service Commission of Wisconsin
          referred to in paragraph (1) of Section 1 shall be in full force and
          effect.

         If any of the conditions specified in this Section 7 shall not have
been fulfilled, this Agreement and all obligations of the Company hereunder may
be cancelled on or at any time prior to the Closing Date by the Company. Notice
of such cancellation shall be given to the Underwriters in writing or by
telephone or facsimile transmission confirmed in writing.

          8.        REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the
Debt Securities provided for herein is not consummated because any condition to
the obligations of the Underwriters set forth in Section 6 hereof is not
satisfied or because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or comply with any provision hereof,
other than by reason of a default by any of the Underwriters, the Company will
reimburse the Underwriters severally upon demand for all out-of-pocket expenses
that shall have been reasonably incurred by them in connection with the proposed
purchase and sale of the Debt Securities.

          9.        INDEMNIFICATION. (a) The Company agrees to indemnify and
hold harmless each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other federal or
state statutory law or regulation, at common law or otherwise insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Debt Securities as originally filed or in any amendment thereof), or in the
Prospectus or in any amendment thereof or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading and agrees to reimburse each such indemnified party for any legal or
other expenses reasonably incurred by them in connection with

                                       12
<PAGE>

investigating or defending any such loss, claim, damage, liability or action;
PROVIDED that the Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon any
such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter through
the Representatives specifically for use therein and PROVIDED FURTHER that such
indemnity with respect to a prospectus included in the registration statement or
any amendment thereto prior to the supplementing thereof with the Prospectus
Supplement shall not inure to the benefit of any Underwriter (or any person
controlling such Underwriter) from whom the person asserting any such loss,
claim, damage or liability purchased the Debt Securities which are the subject
thereof if such person was not sent or given a copy of the Prospectus (but
without the documents incorporated by reference therein) at or prior to the
confirmation of the sale of such Debt Securities to such person in any case
where such delivery is required by the Act and the untrue statement or omission
of a material fact contained in such prospectus was corrected in the Prospectus,
provided that the Company shall have delivered the Prospectus, in a timely
manner and in sufficient quantities to permit such delivery by the Underwriters.
This indemnity agreement will be in addition to any liability which the Company
may otherwise have.

                    (b)       Each Underwriter severally agrees to indemnify and
          hold harmless the Company, each of its directors, each of its officers
          who has signed the Registration Statement and each person, if any, who
          controls the Company within the meaning of either the Act or the
          Exchange Act, to the same extent as the foregoing indemnity from the
          Company to the Underwriters but only with reference to written
          information furnished to the Company by or on behalf of such
          Underwriter through the Representatives specifically for use in the
          documents referred to in the foregoing indemnity, and agrees to
          reimburse each such indemnified party for any legal or other expenses
          reasonably incurred by them in connection with investigating or
          defending any such loss, claim, damage, liability or action. This
          indemnity agreement will be in addition to any liability which any
          Underwriter may otherwise have.

                    (c)       Promptly after receipt by an indemnified party
          under this Section 9 of notice of the commencement of any action, such
          indemnified party will, if a claim in respect thereof is to be made
          against the indemnifying party under this Section 9, notify the
          indemnifying party in writing of the commencement thereof; but the
          omission to so notify the indemnifying party will not relieve it from
          any liability which it may have to any indemnified party otherwise
          than under this Section 9. In case any such action is brought against
          any indemnified party, and it notifies the indemnifying party of the
          commencement thereof, the indemnifying party will be entitled to
          participate therein, and, to the extent that it may elect by written
          notice delivered to the indemnified party promptly after receiving the
          aforesaid notice from such indemnified party, to assume the defense
          thereof, with counsel satisfactory to such indemnified party; PROVIDED
          THAT if the defendants in any such action include both the indemnified
          party and the indemnifying party and the indemnified party shall have
          reasonably concluded that there may be legal defenses available to it
          and/or other indemnified parties which are different from or
          additional to those available to the indemnifying party, the
          indemnified party or parties

                                       13
<PAGE>

          shall have the right to select separate counsel to assume such legal
          defenses and to otherwise participate in the defense of such action on
          behalf of such indemnified party or parties. Upon receipt of notice
          from the indemnifying party to such indemnified party of its election
          to assume the defense of such action and approval by the indemnified
          party of counsel, the indemnifying party will not be liable to such
          indemnified party under this Section 9 for any legal or other expenses
          subsequently incurred by such indemnified party in connection with the
          defense thereof unless (i) the indemnified party shall have employed
          separate counsel in connection with the assertion of legal defenses in
          accordance with the proviso to the next preceding sentence (it being
          understood, however, that the indemnifying party shall not be liable
          for the expenses of more than one separate counsel and one local
          counsel, approved by the Representatives in the case of subparagraph
          (a), representing the indemnified parties under paragraphs (a) or (b),
          as the case may be, who are parties to such action), (ii) the
          indemnifying party shall not have employed counsel satisfactory to the
          indemnified party to represent the indemnifying party within a
          reasonable time after notice of commencement of the action or (iii)
          the indemnifying party has authorized the employment of counsel for
          the indemnified party at the expense of the indemnifying party; and
          except that, if clause (i) or (iii) is applicable, such liability
          shall be only in respect of the counsel referred to in such clause (i)
          or (iii).

                    (d)       If the indemnification provided for in this
          Section 9 is unavailable to or insufficient to hold harmless an
          indemnified party under paragraph (a) or (b) above in respect of any
          losses, claims, damages or liabilities (or actions in respect thereof)
          referred to therein, then each indemnifying party shall contribute to
          the amount paid or payable by such indemnified party as a result of
          such losses, claims, damages or liabilities (or actions in respect
          thereof) in such proportion as is appropriate to reflect the relative
          benefits received by the Company on the one hand and the Underwriters
          on the other hand from the offering of the Debt Securities. If,
          however, the allocation provided by the immediately preceding sentence
          is not permitted by applicable law or if the indemnified party failed
          to give the notice required under paragraph (c) above, then each
          indemnifying party shall contribute to such amount paid or payable by
          such indemnified party in such proportion as is appropriate to reflect
          not only such relative benefits but also the relative fault of the
          Company on the one hand and the Underwriters on the other in
          connection with the statements or omissions which resulted in such
          losses, claims, damages or liabilities (or actions in respect
          thereof), as well as any other relevant equitable considerations. The
          relative benefits received by the Company on the one hand and the
          Underwriters on the other shall be deemed to be in the same proportion
          as the total net proceeds from the offering (before deducting
          expenses) received by the Company bear to the total underwriting
          discounts and commissions received by the Underwriters, in each case
          as set forth in the table on the cover page of the Prospectus
          Supplement. The relative fault shall be determined by reference to,
          among other things, whether the untrue or alleged untrue statement of
          a material fact or the omission or alleged omission to state a
          material fact relates to information supplied by the Company on the
          one hand or the Underwriters on the other and the parties' relative
          intent, knowledge, access to information and opportunity to correct or
          prevent such statement or omission. The

                                       14
<PAGE>

          Company and the Underwriters agree that it would not be just and
          equitable if contributions pursuant to this paragraph (d) were
          determined by pro rata allocation (even if the Underwriters were
          treated as one entity for such purpose) or by any other method of
          allocation which does not take account of the equitable considerations
          referred to above in this paragraph (d). The amount paid or payable by
          an indemnified party as a result of the losses, claims, damages or
          liabilities (or actions in respect thereof) referred to above in this
          paragraph (d) shall be deemed to include any legal or other expenses
          reasonably incurred by such indemnified party in connection with
          investigating or defending any such action or claim. Notwithstanding
          the provisions of this paragraph (d), no Underwriter shall be required
          to contribute any amount in excess of the amount by which the total
          price at which the Debt Securities underwritten by it and distributed
          to the public were offered to the public exceeds the amount of any
          damages which such Underwriter has otherwise been required to pay by
          reason of such untrue or alleged untrue statement or omission or
          alleged omission. No person guilty of fraudulent misrepresentation
          (within the meaning of Section 11 (f) of the Act) shall be entitled to
          contribution from any person who was not guilty of such fraudulent
          misrepresentation. The Underwriters' obligations in this paragraph (d)
          to contribute are several in proportion to their respective
          underwriting obligations and not joint.

                    (e)       The obligations of the Company under this Section
           9 shall be in addition to any liability which the Company may
          otherwise have and shall extend, upon the same terms and conditions,
          to each person, if any, who controls any Underwriter within the
          meaning of the Act; and the obligations of the Underwriters under this
          Section 9 shall be in addition to any liability which the respective
          Underwriters may otherwise have and shall extend, upon the same terms
          and conditions, to each officer and director of the Company and to
          each person, if any, who controls the Company within the meaning of
          the Act.

          10.       DEFAULT BY AN UNDERWRITER. (a) If any Underwriter shall
default in its obligation to purchase the Debt Securities which it has agreed to
purchase hereunder (in this Section called "Unpurchased Debt Securities"), the
Representatives may in their discretion arrange for themselves or any party or
other parties to purchase such Unpurchased Debt Securities on the terms
contained herein. If within thirty-six hours after such default by any
Underwriter the Representatives do not arrange for the purchase of such
Unpurchased Debt Securities, then the Company shall be entitled to a further
period of thirty-six hours within which to procure another party or other
parties satisfactory to the Representatives to purchase such Unpurchased Debt
Securities on such terms. In the event that, within the respective prescribed
period, the Representatives notify the Company that they have so arranged for
the purchase of such Unpurchased Debt Securities, or the Company notifies the
Representatives that it has so arranged for the purchase of such Unpurchased
Debt Securities, the Representatives or the Company shall have the right to
postpone the Closing Date for such Unpurchased Debt Securities for a period of
not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company agrees
to file promptly any amendments or supplements to the Registration Statement or
the Prospectus which in the opinion of the

                                       15
<PAGE>

Representatives may thereby be made necessary. The term "Underwriter" as used in
this Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to this Agreement with
respect to such Unpurchased Debt Securities.

                    (b)       If, after giving effect to any arrangements for
          the purchase of the Unpurchased Debt Securities of a defaulting
          Underwriter or Underwriters by the Representatives and the Company as
          provided in paragraph (a) above, the aggregate principal amount of
          such Unpurchased Debt Securities which remains unpurchased does not
          exceed one-eleventh of the aggregate principal amount of the Debt
          Securities, then the Company shall have the right to require each
          non-defaulting Underwriter to purchase the principal amount of Debt
          Securities which such Underwriter agreed to purchase hereunder and, in
          addition, to require each non-defaulting Underwriter to purchase its
          pro rata share (based on the principal amount of Debt Securities which
          such Underwriter agreed to purchase hereunder) of the Unpurchased Debt
          Securities of such defaulting Underwriter or Underwriters for which
          such arrangements have not been made, but nothing herein shall relieve
          a defaulting Underwriter from liability for its default.

                    (c)       If, after giving effect to any arrangements for
          the purchase of the Unpurchased Debt Securities of a defaulting
          Underwriter or Underwriters by the Representatives and the Company as
          provided in paragraph (a) above, the aggregate principal amount of
          Unpurchased Debt Securities which remains unpurchased exceeds
          one-eleventh of the aggregate principal amount of the Debt Securities,
          as referred to in paragraph (b) above, or if the Company shall not
          exercise the right described in paragraph (b) above to require
          non-defaulting Underwriters to purchase Unpurchased Debt Securities of
          a defaulting Underwriter or Underwriters, then this Agreement shall
          thereupon terminate, without liability on the part of any
          non-defaulting Underwriter or the Company, except for the expenses to
          be borne by the Company and the Underwriters as provided in Section 5
          hereof and the indemnity and contribution agreements in Section 9
          hereof; but nothing herein shall relieve a defaulting Underwriter from
          liability for its default.

          11.       TERMINATION. This Agreement shall be subject to termination
in the absolute discretion of the Representatives, by notice given to the
Company prior to delivery of and payment for all Debt Securities, if prior to
such time (i) trading in securities generally on the New York Stock Exchange
shall have been suspended or limited or minimum prices shall have been
established on such Exchange, (ii) if a banking moratorium shall have been
declared either by federal, Wisconsin or New York State authorities, (iii) if
trading in any securities of the Company shall have been suspended or halted, or
(iv) if there shall have occurred any outbreak or escalation of hostilities
involving the United States or the declaration by the United States of a war or
national emergency or any other calamity or crisis the effect of which on the
financial markets in the United States is such as to make it, in the judgment of
the Representatives, impracticable or inadvisable to proceed with the public
offering or delivery of the Debt Securities on the terms and in the manner
contemplated in the Prospectus.

                                       16
<PAGE>

          12.       REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY. The
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of the Underwriters set forth in
or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or the
Company or any of their respective officers, directors or controlling persons
within the meaning of the Act, and will survive delivery of and payment for the
Debt Securities. The provisions of Sections 5, 8 and 9 hereof shall survive the
termination or cancellation of this Agreement.

          13.       NOTICES. All communications hereunder will be in writing
and, if sent to the Representatives, will be mailed, delivered or transmitted
and confirmed to them at their address set forth for that purpose in Schedule I
hereto or, if sent to the Company, will be mailed, delivered or transmitted and
confirmed to it at Eau Claire Office Building, 1414 West Hamilton Ave., P.O. Box
8, Eau Claire, Wisconsin 54702, attention Secretary.

          14.       SUCCESSORS. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 9 hereof,
and no other person will have any right or obligation hereunder.

          15.       APPLICABLE LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of Wisconsin.

          16.       COUNTERPARTS. This Agreement may be executed in
counterparts, all of which, taken together, shall constitute a single agreement
among the parties to such counterparts.

          17.       REPRESENTATION OF THE UNDERWRITERS. The Representatives
represent and warrant to the Company that they are authorized to act as the
representatives of the Underwriters in connection with this financing and that
the Representatives' execution and delivery of this Agreement and any action
under this Agreement taken by such Representatives will be binding upon all
Underwriters.

          18.       OTHER. Time shall be of the essence for all purposes of this
Agreement. As used herein, "business day" shall mean any day when the
Commission's office in Washington D.C. is open for business.






                                       17
<PAGE>

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.


                                                   Very truly yours,

                                                   NORTHERN STATES POWER COMPANY



                                                   BY /s/ E.J. MCINTYRE
                                                     --------------------------
                                                       E.J. McIntyre
                                                       Vice President and CFO


The foregoing Agreement is hereby confirmed
and accepted as of the date first above written.

SALOMON SMITH BARNEY INC.



BY /s/ YUKARI SAEGUSA
  --------------------------------------
         FOR ITSELF OR THEMSELVES AND AS
         REPRESENTATIVES OF THE SEVERAL UNDERWRITERS, IF
         ANY, NAMED IN SCHEDULE II TO THE FOREGOING
         AGREEMENT.










                                       18
<PAGE>

                                   SCHEDULE I

Underwriting Agreement dated September 25, 2000


Registration Statement No. 333-85267


Representatives and Addresses:

Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York  10013


Debt Securities:

         Designation:      7.64% Senior Notes, Series due 2008

         Principal Amount: $80,000,000

         Supplemental Indenture dated as of September 15, 2000

         Date of Maturity: October 1, 2008

          Interest Rate: 7.64% per annum, payable April 1 and October 1 of each
          year, commencing April 1, 2001

          Purchase Price: 99.375% of the principal amount thereof, PLUS accrued
          interest, if any, from October 2, 2000 to the date of payment and
          delivery.

          Public Offering Price: 100% of the principal amount thereof, plus
          accrued interest, if any, from October 2, 2000 to the date of payment
          and delivery.

         Redemption Terms:

                  The Company may redeem at any time at a redemption price equal
                  to the greater of (i) the principal amount or (ii) the sum of
                  the present values of the remaining scheduled payments of
                  principal and interest, discounted to the date of redemption
                  on a semi-annual basis at the Treasury Yield plus 0.15%, plus
                  accrued interest to the date of redemption.

Payment to be made in federal (same day) funds.        X Yes    ____ No
                                                      ---

                                       19
<PAGE>

Closing Date and Location: October 2, 2000

                  Northern States Power Company
                  800 Nicollet Mall, Suite 3000
                  Minneapolis, MN  55401


Office for Delivery of Debt Securities:

                  The Depository Trust Company
                  c/o Firstar Bank, N.A.
                  1555 N. River Center Drive, Suite 301
                  Milwaukee, WI  53212


Office for Payment of Debt Securities:

                  Northern States Power Company
                  800 Nicollet Mall, Suite 3000
                  Minneapolis, MN  55401


Office for Checking of Debt Securities:

                  The Depository Trust Company
                  c/o Firstar Bank, N.A.
                  1555 N. River Center Drive, Suite 301
                  Milwaukee, WI  5321






                                       20
<PAGE>

                                   SCHEDULE II

<TABLE>
<CAPTION>

               NAME OF UNDERWRITER                         PRINCIPAL AMOUNT OF
               -------------------                           DEBT SECURITIES
                                                             ---------------
<S>                                                     <C>
Salomon Smith Barney Inc.                                       80,000,000









                                                             ---------------
Total .........................................................$80,000,000
                                                             ===============

</TABLE>










<PAGE>

                                                                       EXHIBIT A

                       FORM OF OPINION OF GARY R. JOHNSON

   RE: $ 80,000,000 PRINCIPAL AMOUNT OF DEBT SECURITIES, SERIES DUE 2008,7.64%
       OF NORTHERN STATES POWER COMPANY, A WISCONSIN CORPORATION.


Gentlemen:

         For the purpose of rendering this opinion, I have examined the
proceedings taken by Northern States Power Company, a Wisconsin corporation,
herein called the "Company," with respect to the issue and sale by the Company
of $80,000,000 principal amount of Debt Securities, Series due 2008, 7.64%
herein called the "Debt Securities." In connection therewith, I have
participated in the preparation of the proceedings for the issuance and sale of
the Debt Securities, including the Underwriting Agreement dated September 25,
2000 (the "Underwriting Agreement") between you and the Company relating to your
purchase of the Debt Securities, and have either participated in the preparation
of or examined the Indenture dated September 1, 2000 and the Supplemental
Indenture dated as of September 15, 2000, creating the Debt Securities, all from
the Company to Firstar Bank, N.A., as Debt Trustee (which Indenture and
Supplemental Indenture are herein collectively called the "Indenture"). I have
also participated in the preparation of or examined the registration statement
and the accompanying prospectuses and any supplements thereto, as filed under
the Securities Act of 1933, as amended (herein called the "Act"), with respect
to the Debt Securities. The terms "Registration Statement" and "Prospectus" as
used herein shall have the meanings ascribed to such terms by the Underwriting
Agreement. My examination has extended to all statutes, records, instruments,
and documents which I have deemed necessary to examine for the purposes of this
opinion.

         I am of the opinion that:

                  1. The Company is a legally existing corporation under the
         laws of the State of Wisconsin; has corporate power, right, and
         authority to do business and to own property in the State of Wisconsin
         in the manner and as set forth in the Prospectus; has no "significant
         subsidiaries" within the meaning of Rule 1.02(w) of Regulation S-X
         under the Act; and has corporate power, right, and authority to make
         the Indenture and issue and sell the Debt Securities;

                  2. The authorized capital stock of the Company is as set forth
         in the Prospectus and all of the issued shares of capital stock of the
         Company have been duly authorized and validly issued, are fully paid
         and non-assessable and are owned by Xcel Energy Inc., a Minnesota
         corporation;

                  3. The Underwriting Agreement has been duly authorized,
         executed, and delivered by the Company and is a valid and binding
         obligation of the Company, except

<PAGE>

          to the extent that the provisions for indemnities in the Underwriting
          Agreement may be held to be unenforceable as against public policy;

                  4. The Indenture has been duly authorized by appropriate
         corporate proceedings on the part of the Company, has been duly
         executed and delivered and constitutes a legal, valid, and binding
         instrument enforceable in accordance with its terms, except as
         enforcement thereof may be limited by bankruptcy, insolvency or other
         similar laws affecting enforcement of creditor's rights;

                  5. The issuance of the Debt Securities in accordance with the
         terms of the Indenture and the sale and delivery thereof pursuant to
         the provisions of the Underwriting Agreement has been duly authorized
         by the Company; the statements made under the captions "Description of
         Securities" in the Prospectus and "Supplemental Description of
         Securities" in the Prospectus Supplement, insofar as they purport to
         summarize provisions of documents specifically referred to therein,
         fairly present the information called for with respect thereto by Form
         S-3; the Debt Securities are in due legal form, constitute legal,
         valid, and binding obligations of the Company, and are enforceable in
         accordance with their terms;

                  6. The consummation of the transactions contemplated in the
         Underwriting Agreement and the fulfillment of the terms thereof and
         compliance by the Company with all the terms and provisions of the
         Indenture will not result in a breach of any of the terms or provisions
         of, or constitute a default under, any indenture, mortgage, deed of
         trust or other agreement or instrument known to me to which the Company
         is a party or by which it is bound, or the Restated Articles of
         Incorporation, as amended, or By-laws of the Company or, to the best of
         my knowledge, any order, rule or regulation applicable to the Company
         of any court or of any federal or state regulatory body or
         administrative agency or other government body having jurisdiction over
         the Company or its property;

                  7. The Registration Statement has become effective under the
         Act. The Prospectus Supplement (as defined in the Underwriting
         Agreement) has been filed pursuant to Rule 424(b) under the Act and no
         proceedings for a stop order have been instituted or to my knowledge
         are pending or threatened under Section 8(d) of the Act; the Public
         Service Commission of Wisconsin has issued its order authorizing the
         issuance and sale of the Debt Securities; the Indenture has been duly
         qualified under the Trust Indenture Act of 1939, as amended; and no
         further approval of, authorization, consent certificate or order of any
         governmental body, federal, state or other, is required in connection
         with the issuance and sale of the Debt Securities by the Company to you
         as provided in the Underwriting Agreement, except as may be required by
         "blue sky" or state securities laws;

                  8. At the time the Registration Statement became effective and
         at the date of the Underwriting Agreement, the Registration Statement
         (other than the financial statements and supporting schedules included
         therein, as to which no opinion is rendered)

                                       2
<PAGE>

          complied as to form in all material respects with the requirements of
          the Act, the Trust Indenture Act of 1939, as amended, and the rules
          and regulations thereunder;

                  9. I do not know of any legal or governmental proceedings
         required to be described in the Prospectus which are not described as
         required, nor of any contracts or documents of a character required to
         be described in the Registration Statement or Prospectus or to be filed
         as exhibits to the Registration Statement which are not described and
         filed as required;

                  10. The Company has all necessary power under statutory
         provisions and permits to use its operating electric and gas
         properties; and

                  11. All statements contained in the Registration Statement and
         Prospectus purporting to set forth my opinion or to be based upon my
         opinion correctly set forth my opinion on said respective matters.

         In the course of my participation in the preparation of the
Registration Statement and prospectus I made investigations as to the accuracy
of certain of the statements of fact contained therein, I discussed other
matters with officers, employees and representatives of the Company, and I
examined various corporate records and data. While I do not pass up on and do
not assume responsibility for and shall not be deemed to have independently
verified the accuracy, completeness or fairness of the Registration Statement or
the Prospectus (except as to matters set forth in Paragraphs 8 and 11 above),
nothing has come to my attention that would lead me to believe that the
Registration Statement at the time it became effective or at the date of the
Underwriting Agreement contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or that the Prospectus at the date of
the Underwriting Agreement or as of the date hereof contained an untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

         In giving opinions as to conformity to the laws of States other than
Minnesota, I have relied upon the opinion of other counsel employed or retained
by the Company to render opinions in respect thereto.



                                              Respectfully submitted,



                                              By_______________________________
                                                         Gary R. Johnson



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