**United States****SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

**FORM 10-Q**

[X] Quarterly Report Pursuant to Section 13 or 15(d) of  the Securities Exchange Act of 1934*For the quarterly period ended:***September 30, 2002**  [ ] Transition report pursuant to Section 13 or 15(d) of the  Securities Exchange Act of 1934*For the transition period from __________ to __________*

Indicate by check mark whether the registrants (1) have 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 and (2) have been subject  to such filing requirements for the past 90 days. Yes [X] No [ ]

**Table of Contents**

**PART I. FINANCIAL INFORMATION.**
Filing Format
Forward-Looking Statements
Item 1. Financial Statements.
**MGE Energy, Inc.**
Condensed Consolidated Statements of Income and Comprehensive  Income (unaudited)
Condensed Consolidated Statements of Cash Flows (unaudited)
Condensed Consolidated Balance Sheets (unaudited)
**Madison Gas and Electric Company**
Condensed Statements of Income and Comprehensive Income (unaudited)
Condensed Statements of Cash Flows (unaudited)
Condensed Balance Sheets (unaudited)
Notes to Condensed Consolidated Financial Statements (unaudited)
Item 2. Management's Discussion and Analysis of Financial  Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market  Risk.
Item 4. Controls and Procedures.
**PART II. OTHER INFORMATION.**
Item 6. Exhibits and Reports on Form 8-K.
Signatures
Certification Pursuant to Rule 13a-14 and 15d-14 of the Securities  Exchange Act of 1934

**PART I. FINANCIAL INFORMATION.**

**Filing Format**

This combined Form 10-Q is being filed separately by MGE Energy, Inc. and Madison  Gas and Electric Company (MGE). Information contained herein relating to an  individual registrant has been filed by that registrant on its own behalf. Neither  registrant makes any representation as to information relating to the other  registrant.

**Forward-Looking Statements**

This report contains forward-looking statements that reflect management's current  assumptions and estimates of future performance and economic conditions, especially  as they relate to future revenues, expenses, financial resources, and regulatory  matters. These forward-looking statements are made pursuant to the safe harbor  provisions of the Private Securities Litigation Reform Act of 1995. MGE Energy,  Inc. cautions investors that forward-looking statements are subject to known  and unknown risks and uncertainties that may cause MGE's actual results to differ  materially from those projected, expressed, or implied in forward-looking statements.  Some of those risks and uncertainties include:

- Weather.  - Economic and market conditions in MGE's service territory.  - Magnitude and timing of capital expenditures.  - Regulatory environment (including restructuring the electric utility industry  in Wisconsin).  - Availability and cost of power supplies.

Neither registrant undertakes any obligation to release publicly any revision  to these forward-looking statements to reflect events or circumstances after  the date of this report.

**Item 1. Financial Statements.**

**MGE Energy, Inc.****Condensed Consolidated Statements    of Income and Comprehensive Income (unaudited)***(In thousands, except per-share amounts)***Three Months Ended      Sept. 30, Nine Months Ended      Sept. 30, 2002200120022001**Operating Revenues:** Regulated utility operations $79,430$65,931$251,706$258,223**Operating Expenses:** Fuel for electric generation 11,40311,55729,52532,505 Purchased power 13,6465,02733,95811,244 Natural gas purchased 4,5373,10844,73369,309 Other operations and maintenance 20,50822,90664,59270,891 Depreciation and amortization 7,21910,94021,76128,491 Other general taxes 2,6492,7068,2108,217*Total Operating Expenses*59,96256,244202,779220,657**Operating Income**19,4689,68748,92737,566Other Income, net 1,3192,9612,6476,700Interest Expense, net (3,088)(3,241)(9,093)(10,389) Income before income taxes 17,6999,40742,48133,877**Income Tax Provision**(7,209)(3,410)(16,550)(12,860)Income before cumulative effect of a change in accounting      principle 10,490 5,997 25,931 21,017 Cumulative effect of a change in accounting principle, net      of tax benefit of $78  - - - (117)**Net Income**$10,490$ 5,997$ 25,931$ 20,900**Total Comprehensive Income**$10,490$ 5,997$ 25,931$ 20,900**Earnings Per Share of Common Stock** (basic      and diluted): Income before cumulative effect of a change in accounting      principle  $0.60 $0.36 $1.50 $1.26 Cumulative effect of a change in accounting principle ---(0.01)**Net Income**$0.60$0.36$1.50$1.25Dividends paid per share of common stock $0.336$0.333$1.003$0.995**Average Shares Outstanding** (basic and diluted)    17,37316,86417,24716,761
*The accompanying notes are an integral part of the above condensed consolidated  financial statements.*

**MGE Energy, Inc.**Condensed Consolidated Statements    of Cash Flows (unaudited)***(In thousands)*****Nine Months Ended      Sept. 30, 20022001**Operating Activities:** Net income $25,931$20,900 Items not affecting cash: Depreciation and amortization 21,76128,491 Deferred income taxes 1,0168,674 Amortization of nuclear fuel -1,649 Amortization of investment tax credits (391)(426) Other (278)(315) Equity in earnings in ATC (2,449)(2,374)Cumulative effect of change in accounting principle, net of      tax benefit of $78-117 Dividend income from ATC 2,1461,043 Changes in working capital, excluding cash equivalents, current      long-term debt maturities, and short-term debt: (Increase)/decrease in current assets (3,269)23,642 Increase/(decrease) in current liabilities 11,858(16,658) Other noncurrent items, net (7,947)(4,011)*Cash Provided by Operating Activities*48,37860,732**Investing Activities:** Additions to utility plant and nuclear fuel (40,000)(29,718) Increase in nuclear decommissioning fund (6,068)(7,076) Capital distribution from ATC -15,000 Sale of interest in nuclear plant -15,381 Other (234)(177)*Cash Used for Investing Activities*(46,302)(6,590)**Financing Activities:** Issuance of common stock 10,3037,509 Cash dividends on common stock (17,292)(16,676) Decrease in long-term debt (20,000)- Short-term debt borrowings 24,000- Short-term debt repayments -(44,000)*Cash Used for Financing Activities*(2,989)(53,167)**Change in Cash and Cash Equivalents**(913)975 Cash and cash equivalents at beginning of period 2,4214,307 Cash and cash equivalents at end of period $ 1,508$ 5,282
*The accompanying notes are an integral part of the above condensed consolidated  financial statements.*

**MGE Energy, Inc.**Condensed Consolidated Balance    Sheets (unaudited)***(In thousands)***********