|****                                                                                                                                                                                                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**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, 2000**                                                                                                                                                                                                                                                      
|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 0-1125**                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                            
|**MADISON GAS AND ELECTRIC COMPANY** 
      (Exact name of registrant as specified in its charter)                                                                                                                                                                                                          
|****                                                                                                                                                                                                                                                                                                        
|******Wisconsin**(State or other jurisdiction of incorporation or organization)                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                            
|**133
      South Blair Street, Madison, Wisconsin 53703** 
      (Address of principal executive offices and ZIP code)                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                            
|**(608)
      252-7000** 
      (Registrant's telephone number including area code)                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                            
|**Common Stock
      Outstanding at November 14, 2000: 16,531,569 Shares******                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                            
|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, and
      (2) has been subject to such filing requirements for the past 90 days.
      Yes [X] No [ ]

**TABLE OF CONTENTS**

**PART I. FINANCIAL INFORMATION**

Item 1. Financial Statements

Condensed Consolidated Statements of Income (unaudited)

Condensed Consolidated Statements of Cash Flows (unaudited)

Condensed Consolidated Balance Sheets

Notes to Condensed Consolidated Financial Statements (unaudited)

Item 2. Management's Discussion and Analysis of Financial
  Condition and Results of Operations

Liquidity and Capital Resources

Results of Operations

**PART II. OTHER INFORMATION**

Item 5 - Other Information

Item 6(a) - Exhibits

**PART I. FINANCIAL
  INFORMATION**

******Item
  1. Financial Statements**



|                                                                                | Three Months Ended | Nine Months Ended
|------------------------------------------------------------------------------- | ------------------ | -----------------
|*(In thousands, except per-share amounts)*                                      | Sept. 30           | Sept. 30         
|****                                                                            | **2000**           | 1999             
|**Operating Revenues******                                                      | ****               |                  
|**** Electric                                                                   | **$59,563**        | $55,439          
|Gas                                                                             | **12,398**         | 9,036            
|Total Operating Revenues                                                        | **71,961**         | 64,475           
|****                                                                            |                    |                  
|**********Operating
      Expenses******                                        | ****               |                  
|**** Fuel for electric generation                                               | **11,277**         | 9,957            
|Purchased power                                                                 | **5,373**          | 8,933            
|Natural gas purchased                                                           | **6,227**          | 3,653            
|Other operations                                                                | **16,656**         | 16,621           
|Maintenance                                                                     | **3,689**          | 3,132            
|Depreciation and amortization                                                   | **8,969**          | 8,715            
|Other general taxes                                                             | **2,478**          | 2,295            
|Income tax provision                                                            | **5,295**          | 3,043            
|Total Operating Expenses                                                        | **59,964**         | 56,349           
|                                                                                |                    |                  
|**********Net
      Operating Income**                                          | **11,997**         | 8,126            
|                                                                                |                    |                  
|******** AFUDC - equity funds                                                   | **75**             | 66               
|Other income, net                                                               | **114**            | 820              
|Income Before Interest Expense                                                  | **12,186**         | 9,012            
|                                                                                |                    |                  
|**********Interest
      Expense**                                              | ****               |                  
|**** Interest on long-term debt                                                 | **3,258**          | 2,877            
|Other interest                                                                  | **521**            | 140              
|AFUDC - borrowed funds                                                          | **(39)**           | (34)             
|Net Interest Expense                                                            | **3,740**          | 2,983            
|                                                                                |                    |                  
|**********Net
      Income**                                                    | **$ 8,446**        | $ 6,029          
|                                                                                |                    |                  
|**********Earnings
      Per Share of Common Stock** (basic & diluted) (Note 2) | ****$0.51          | $0.38            

*The accompanying notes are an integral part of the above statements.*



|                                                                                                              | Three Months Ended | Nine Months Ended
|------------------------------------------------------------------------------------------------------------- | ------------------ | -----------------
|*(In thousands)*                                                                                              | Sept. 30           | Sept. 30         
|****                                                                                                          | **2000**           | 1999             
|**Operating Activities******                                                                                  | ****               |                  
|**** Net income                                                                                               | **$ 8,446**        | $ 6,029          
|Items not affecting cash:                                                                                     | ****               |                  
|**** Depreciation and amortization                                                                            | **8,969**          | 8,715            
|Deferred income taxes                                                                                         | **11**             | (895)            
|Amortization of nuclear fuel                                                                                  | **630**            | 662              
|Amortization of investment tax credits                                                                        | **(182)**          | (185)            
|AFUDC - equity funds                                                                                          | **(75)**           | (66)             
|Other noncash items                                                                                           | **-**              | (503)            
|Changes in working capital, excluding cash equivalents, sinking funds,
      maturities, and short-term debt: | ****               |                  
|**** (Increase)/decrease in current assets                                                                    | **(9,339)**        | (5,694)          
|Increase/(decrease) in current liabilities                                                                    | **(489)**          | 3,293            
|Other noncurrent items, net                                                                                   | **950**            | 1,708            
|Cash Provided by Operating Activities                                                                         | **8,921**          | 13,064           
|****                                                                                                          |                    |                  
|**********Investing
      Activities******                                                                    | ****               |                  
|**** Additions to utility plant and nuclear fuel                                                              | **(9,783)**        | (13,244)         
|AFUDC - borrowed funds                                                                                        | **(39)**           | (34)             
|Increase in nuclear decommissioning fund                                                                      | **(2,957)**        | (2,795)          
|Cash Used for Investing Activities                                                                            | **(12,779)**       | (16,073)         
|****                                                                                                          |                    |                  
|**********Financing
      Activities******                                                                    | ****               |                  
|**** Issuance of common stock                                                                                 | **2,091**          | -                
|Cash dividends on common and preferred stock                                                                  | **(5,439)**        | (5,279)          
|Issuance of long-term debt                                                                                    | **15,000**         | -                
|Increase/(decrease) in short-term debt                                                                        | **(8,500)**        | -                
|Cash Provided by/(Used for) Financing Activities                                                              | **3,152**          | (5,279)          
|****                                                                                                          |                    |                  
|**********Change
      in Cash and Cash Equivalents**                                                         | **(707)**          | (8,288)          
|Cash and cash equivalents at beginning of period                                                              | **2,194**          | 13,840           
|Cash and cash equivalents at end of period                                                                    | **$ 1,487**        | $ 5,552          

*The accompanying notes are an integral part of the above statements.*



|**(In thousands)
      **ASSETS**                          | **Sept. 30****2000** **(unaudited)** | Dec. 31 
      1999
|---------------------------------------------------------- | ------------------------------------ | -------------------
|**Utility Plant******(at
      original cost, in service)  | ****                                 |                    
|Electric                                                   | **$612,243**                         | $554,392           
|Gas                                                        | **193,425**                          | 190,137            
|Gross plant in service                                     | **805,668**                          | 744,529            
|Less accumulated provision for depreciation                | **(507,166)**                        | (484,428)          
|Net plant in service                                       | **298,502**                          | 260,101            
|Construction work in progress                              | **27,238**                           | 31,134             
|Nuclear decommissioning fund                               | **104,419**                          | 97,056             
|Nuclear fuel, net                                          | **7,468**                            | 6,534              
|Total Utility Plant                                        | **437,627**                          | 394,825            
|**Other Property and Investments**                         | **3,723**                            | 3,591              
|**Current Assets******                                     | ****                                 |                    
|Cash and cash equivalents                                  | **1,487**                            | 1,948              
|Accounts receivable, less reserves of $1,483 and $1,224    | **27,230**                           | 27,913             
|Unbilled revenue                                           | **11,462**                           | 13,167             
|Materials and supplies, at lower of average cost or market | **7,167**                            | 6,149              
|Fossil fuel, at lower of average cost or market            | **3,501**                            | 4,061              
|Stored natural gas, at lower of average cost or market     | **15,436**                           | 10,039             
|Prepayments                                                | **7,060**                            | 7,865              
|Total Current Assets                                       | **73,343**                           | 71,142             
|**Deferred Charges**                                       | **24,452**                           | 25,952             
|**Total Assets**                                           | **$539,145**                         | $495,510           
|**CAPITALIZATION AND LIABILITIES**                         | ****                                 |                    
|**Capitalization**                                         | **$380,930**                         | $334,285           
|**Current Liabilities******                                | ****                                 |                    
|Long-term debt due within one year                         | **11,200**                           | 11,200             
|Short-term debt - commercial paper                         | **15,000**                           | 15,750             
|Accounts payable                                           | **15,548**                           | 19,553             
|Accrued liabilities                                        | **8,211**                            | 8,550              
|Other                                                      | **7,032**                            | 5,270              
|Total Current Liabilities                                  | **56,991**                           | 60,323             
|**Other Credits******                                      | ****                                 |                    
|Deferred income taxes                                      | **43,066**                           | 42,981             
|Investment tax credit - deferred                           | **8,654**                            | 9,199              
|Regulatory liabilities                                     | **26,924**                           | 27,953             
|Other deferred liabilities                                 | **22,580**                           | 20,769             
|Total Other Credits                                        | **101,224**                          | 100,902            
|Total Liabilities                                          | **158,215**                          | 161,225            
|**Total Capitalization and Liabilities**                   | **$539,145**                         | $495,510           

*The accompanying notes are an integral part of the above statements.*





MGE prepared these interim condensed consolidated financial statements, without
  audit (except for balance sheet information at December 31, 1999), pursuant
  to the rules and regulations of the Securities and Exchange Commission. Certain
  information and footnote disclosures normally included in financial statements
  prepared in accordance with generally accepted accounting principles have been
  condensed or omitted pursuant to such rules and regulations. MGE believes the
  disclosures provided are accurate and not misleading. MGE management believes
  it has made all normal recurring adjustments needed to present fairly the financial
  statements and notes in this report.

It is suggested that these consolidated financial statements be read in conjunction
  with the financial statements and the notes on pages 19 through 32 of MGE's
  1999 Annual Report to Shareholders and in MGE's 1999 Annual Report on Form 10-K.

**1. Nuclear Decommissioning**

Nuclear decommissioning costs for the Kewaunee Nuclear Power Plant (Kewaunee)
  are currently being accrued for full cost recovery by the end of 2002. These
  costs are currently recovered from customers in rates and are deposited in external
  trusts. MGE is presently funding decommissioning costs at $8.1 million annually.
  These trusts are shown on the balance sheet in the utility plant section. As
  of September 30, 2000, these trusts totaled $104.4 million (pretax fair
  market value) and are offset by an equal amount under accumulated provision
  for depreciation.

MGE's share of Kewaunee decommissioning costs is estimated to be $91.8 million
  in current dollars based on a site-specific study performed in 1992 using immediate
  dismantlement as the method of decommissioning.

**2. Per-share Amounts**

Since there are no dilutive items, earnings per share of common stock are
  computed on the basis of the weighted average of the daily number of shares
  outstanding. For the three months ended September 30, 2000 and 1999, there
  were 16,444,332 and 16,079,718 average shares outstanding, respectively. Dividends
  declared and paid per share of common stock for the same three months were $0.331
  and $0.328.

For the nine months ended September 30, 2000 and 1999, there were 16,325,647
  and 16,079,718 average shares outstanding, respectively. Dividends declared
  and paid per share of common stock for the same nine months were $0.987 and
  $0.980.

**3. Rate Matters**

In January 2000, the Public Service Commission of Wisconsin (PSCW) approved
  an electric rate increase of $9.7 million, or 5.5%. This electric rate increase
  was needed to cover higher fuel costs in 2000, an increase in backup generator
  costs, and repairs at Kewaunee. In MGE's previous rate case, ownership of Kewaunee
  was assumed to be transferred to Wisconsin Public Service Corp. (WPSC) in the
  spring of 2000--when steam generators were scheduled to be replaced. Delays
  in manufacturing the steam generators postponed replacement until the fall of
  2001. MGE will continue to recover to its share of Kewaunee operating and maintenance
  costs through rates. These new rates will remain in place until the next rate
  order which is scheduled to become effective in January 2001.

MGE had contracted with WPSC to build and operate an 83-MW natural gas-fired
  combustion turbine near Marinette, Wisconsin. MGE received rate recovery for
  this asset and related operations and maintenance expenses. The revenue collected
  in 1999 ($1.7 million) and the first five months of 2000 ($0.8 million) associated
  with this asset was deferred until the unit was purchased in June 2000. The
  revenues recognized since the asset was purchased in June 2000 totaled $0.4
  million in the second quarter of 2000 and $1.0 million in the third quarter
  of 2000.

On April 17, 2000, MGE filed with the PSCW a request to increase electric
  rates by 4.9% and natural gas rates by 4.4% effective January 2001. The increase
  in electric rates would cover rising fuel costs and address increased system
  demands, while the increase on the gas side would cover costs for additional
  infrastructure improvements. The PSCW conducted its audit during the second
  quarter of this year, and hearings took place in September. An order is expected
  by the end of the year.

**4. Supplemental Cash Flow Information**

Cash payments for interest, net of amounts capitalized, and net cash receipts
  from income tax expense net of refunds were as follows:

|                                          | Three Months Ended
      September 30 | Nine Months Ended 
      September 30
|----------------------------------------- | ------------------------------------- | -------------------------------------
|*(Thousands of dollars)*                  | **2000**                              | 1999                                 
|Interest paid, net of amounts capitalized | **$2,812**                            | $2,100                               
|Income taxes paid, net                    | **$1,025**                            | $4,501                               

******5. Commitments**

***Purchased Power Contracts***

The Company has several power purchase contracts which help meet a portion
  of MGE's current and future electric supply requirements. Below is a table detailing
  the commitments entered into in 2000:

|Date **Entered Into**                                                                                                                        | **** | Period                         | **** | Capacity Amount | **** | **Estimated Commitments** **(per year)**
|-------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------------------------ | ---- | --------------- | ---- | ----------------------------------------
|April 2000*                                                                                                                                  |      | May 1, 2002 to April 30, 2012  |      | 50 megawatts    |      | $5.4                                    
|June 2000                                                                                                                                    |      | May 1, 2002 to April 30, 2007  |      | 50 megawatts    |      | $5.6                                    
|October 2000                                                                                                                                 |      | Summer 2001 peak demand period |      | 30 megawatts    |      | $2.8                                    
|*In October 2000, a transmission continency to the agreement
      was satisfied extending the term of the agreement through April 30, 2012.

As of November 2000, MGE's total commitments for Power Purchase Agreements
  executed for capacity are estimated to be $9.5 million in 2000, $6.3 million
  in 2001, $10.9 million in 2002, $14.7 million in 2003, and $11.0 million in
  2004. Management expects to recover these costs in future customer rates.

***Purchased Gas Contracts***

MGE has several natural gas supply and transportation contracts that provide
  for the availability of firm gas supply and firm pipeline capacity under which
  it must make fixed monthly payments. The pricing component of the fixed monthly
  payment for these contracts is established but is subject to change by the Federal
  Energy Regulatory Commission. These payments are estimated to be $15.6 million
  in 2000, $15.8 million in 2001, $14.4 million in 2002, and $12.4 million in
  2003 and 2004. Management expects to recover these costs in future customer
  rates.

**6. Financial Instruments**

During 2000, MGE entered into weather derivatives to hedge a portion of its
  gas margin against abnormally warm weather. MGE does not enter into weather
  derivatives for trading or speculative purposes. MGE accounts for these weather
  derivatives in accordance with EITF 99-2, "Accounting for Weather Derivatives."
  EITF 99-2 requires that any entity that purchases a nonexchange-traded weather
  derivative in connection with nontrading activities should amortize to expense
  any premium paid and recognize any gains or losses currently in earnings. Amortization
  of these premiums and any gains or losses on these weather derivatives are recorded
  in other income. MGE is exposed to credit loss in the event of nonperformance
  by counter parties to these weather derivatives. However, MGE has strict credit
  guidelines and only enters into transactions with companies that meet or exceed
  these guidelines. MGE considers the risk of counter-party default to be minimal.

MGE's current weather derivative has a contract term of March 2000 and November
  2000 through March 2001. The transaction type is a Heating Degree Day (HDD)
  option (one-directional risk) with a HDD floor amount. MGE is also amortizing
  the premium payment for this transaction based on budgeted HDD for each month
  of the contract. No income or loss has yet been recognized on this weather derivative.

MGE purchased nonexchange-traded financial put options during the third quarter
  to reduce the impact on customers of wintertime price declines on natural gas
  purchased and injected into storage during the summer and withdrawn during the
  winter months. The financial put options have contract terms of January 2001
  and February 2001. Under MGE's natural gas risk management program approved
  by the PSCW, the cost of the put options, as well as the gains or losses realized,
  will be recovered in their entirety under the purchased gas adjustment clause
  and will not affect net income. The fair value of the puts as of September 30,
  2000, was $63,600.

**7. Gas Marketing Subsidiaries**

MGE resolved certain contingencies related to some outstanding legal issues
  for its gas marketing subsidiaries which resulted in a one-time benefit for
  the first quarter of $0.3 million after tax. No further activity took place
  during the second or third quarters.

**8. Other Long-Term Debt Issue**

On May 4, 2000, MGE issued $20.0 million of unsecured, variable-rate Medium-Term
  Notes maturing on May 3, 2002. Interest on these notes will be paid quarterly
  on the third Wednesday of March, June, September, and December. The variable
  rate, based on the three-month London Interbank Offering Rate plus 13 basis
  points, was 6.79% as of September 30, 2000. The proceeds from the issuance of
  these notes were used to finance an 83-MW natural gas-fired combustion turbine
  that MGE purchased from WPSC.

On September 20, 2000, MGE issued $15 million of unsecured, Medium-Term Notes,
  at a rate of 7.49%, maturing on September 20, 2007. Interest on these notes
  will be paid semiannually on March 1 and September 1. The proceeds from the
  issuance of these notes will be used to retire the $11.0 million, 6.01% debt
  issue due November 10, 2000.

**9. New Accounting Pronouncement**

In June 1999, the Financial Accounting Standards Board (FASB) issued Financial
  Accounting Standard (FAS) No. 137, "Accounting for Derivative Instruments and
  Hedging Activities - Deferral of the Effective Date of FAS No. 133." This new
  accounting standard delayed the effective date for FAS No. 133 until fiscal
  years beginning after June 15, 2000.

In June 2000, the FASB issued FAS No. 138, "Accounting for Certain Derivative
  Instruments and Certain Hedging Activities, an Amendment of FAS No. 133." This
  standard amends accounting and reporting standards of FAS 133 for certain derivative
  instruments and hedging activities. Management is evaluating the impact of FAS
  No. 133 and FAS No. 138 on MGE's results of operations and its financial position.
  MGE will adopt FAS No. 133 and FAS No. 138 on January 1, 2001.

**10. Segment Information**

The following tables show MGE's segment information for electric and gas operations.

|*(In thousands)*                    | Electric     |  | Gas      |  | Consolidated
|----------------------------------- | ------------ |  | -------- |  | ------------
|**Three Months Ended Sept. 30****** | **2000**     |  | 1999     |  | **2000**    
|Revenues                            | **$59,563**  |  | $55,439  |  | **$12,398** 
|Net Operating Income                | **$11,937**  |  | $8,372   |  | **$60**     
|                                    |              |  |          |  |             
|**Nine Months Ended Sept. 30**      |             
|Revenues                            | **$154,629** |  | $141,042 |  | **$66,031** 
|Net Operating Income                | **$23,715**  |  | $17,987  |  | **$5,802**  

|                       | Electric     |      | Gas          |      | Other       |      | Consolidated
|---------------------- | ------------ | ---- | ------------ | ---- | ----------- | ---- | ------------
|Assets:                |              |      |              |      |             |      |             
|**September 30, 2000** | **$382,106** | **** | **$120,293** | **** | **$36,746** | **** | **$539,145**
|December 31, 1999      | $342,130     |      | $114,881     |      | $38,499     |      | $495,510    
|Capital Expenditures:  |              |      |              |      |             |      |             
|**September 30, 2000** | **$56,012**  | **** | **$6,774**   | **** | **$ -**     | **** | **$62,786** 
|September 30, 1999     | $33,500      |      | $4,786       |      | $ -         |      | $38,286     

**Item 2. Management's
  Discussion and Analysis of Financial Condition and Results of Operations**

**Liquidity and Capital Resources**

**Cash Provided by Operating Activities**

Cash provided by operating activities decreased $4.1 million, or 32%, for the
  third quarter of 2000 as compared to the same period in 1999. This is primarily
  due to a $9.3 million increase in MGE's current assets. The increase in current
  assets is attributed primarily to an $8.1 million increase in stored natural
  gas.

Cash provided by operating activities for the nine months ended September 30,
  2000, decreased $15.5 million, or 25%, compared to last year. During the first
  nine months of 2000, current assets increased $2.7 million, during the same
  period in 1999 they decreased $7.6 million, a difference of $10.3 million. Stored
  natural gas is up substantially for the nine months ended September 30, 2000,
  when compared to the same period in 1999. This is due to the significant increase
  in natural gas prices. Current liabilities also decreased $2.1 million during
  the first nine months of 2000 as compared to an increase of $2.8 million for
  the same period in 1999, a difference of $4.9 million.

**Cash Used for Investing Activities**

Cash used for investing activities decreased by $3.3 million, or 20%, during
  the third quarter. Additions to utility plant and nuclear fuel decreased $3.5
  million during this time period compared to the same period last year. During
  the third quarter of 1999, MGE recorded additions for several major projects,
  most notably MGE's wind farm.

Cash used for investing activities increased $24.0 million, or 51%, during
  the first nine months of 2000. This is due to an increase in plant additions
  of $24.5 million relating to the purchase of an 83-MW natural gas-fired combustion
  turbine which went into service in June.

**Cash Used for Financing and Capital Resource
  Activities**

During the third quarter of 2000, MGE provided $3.2 million of net cash from
  financing activities compared to using a net of $5.3 million during the third
  quarter of 1999. MGE issued $15.0 million in unsecured, Medium-Term Notes in
  September. MGE will use the new debt issue to retire other long-term debt. MGE
  received $2.1 million of net cash during the third quarter through the issuance
  of 103,000 new shares of common stock for its Dividend Reinvestment and Direct
  Stock Purchase Plan (Plan). Short-term debt decreased $8.5 million during the
  three-month period ended September 30, and MGE paid $5.4 million in common
  stock dividends.

Cash provided from financing activities for the first nine months ended September
  30, 2000, was $25.0 million compared to cash used for financing activities of
  $15.8 million for the same period last year. Included in the cash provided from
  financing activities was $35 million in new debt issuance and $6.8 million in
  the issuance of 356,000 new shares of common stock for the Plan. MGE paid $16.1
  million in common stock dividends for the nine months ended September 30, 2000.

**Capital Requirements**

MGE's liquidity is primarily affected by its construction requirements. During
  the first nine months, MGE's plant additions totaled $62.8 million mainly due
  to the purchase of an 83-MW natural gas-fired combustion turbine, which went
  into service in June, and customer backup generation. The remaining expenditures
  for 2000 consist of the following major projects:

- A gas pipeline project
- Improvements at MGE's Blount plant
- Nitrogen oxide emissions equipment at the jointly owned Columbia plant

Other 2000 capital requirements include a long-term debt maturity of $11.0
  million in November. MGE uses its internally generated funds and short-term
  debt to satisfy a majority of its capital requirements. For larger capital investments,
  such as the new natural gas-fired combustion turbine, MGE will issue additional
  long-term debt or common stock.

MGE's pretax interest coverage for the 12 months ended September 30, 2000,
  was 4.07 times. Below is a table of MGE's current credit ratings:

|                                                                                | Standard & Poor's        | Moody's                 
|------------------------------------------------------------------------------- | ------------------------ | ------------------------
|First Mortgage Bonds 
      Unsecured Medium-Term Notes 
      Commercial Paper | AA 
      AA- 
      A1+ | Aa2 
      Aa3 
      P1

**Results of Operations**

**Sales and Revenues**

***Electric***

Retail sales increased 1.1% and 1.6% during the three and nine months ended
  September 30, 2000, respectively.

|*Electric Sales* *(megawatt-hours)* | Three Months Ended 
      September 30, |          | Nine Months Ended 
      September 30,
|----------------------------------- | --------------------------------------- | -------- | --------------------------------------
|**2000**                            | 1999                                    | % Change |                                       
|Residential                         | **226,207**                             | 228,034  | (0.8)                                 
|Large commercial                    | **296,926**                             | 296,119  | 0.3                                   
|Small commercial                    | **216,333**                             | 208,675  | 3.7                                   
|Other                               | **89,243**                              | 87,159   | 2.4                                   
|Total Retail                        | **828,709**                             | 819,987  | 1.1                                   
|Sales for Resale                    | **75,619**                              | 85,268   | (11.3)                                
|Total Sales                         | **904,328**                             | 905,255  | (0.1)                                 

Electric operating revenues increased $4.1 million, or 7.4%, for the three
  months ended and $13.6 million, or 9.6%, for the nine months ended September
  30. Revenues were up despite relatively flat sales for a number of reasons:

- A 5.5% rate increase effective on January 1, 2000 ($2.4 million and
  $8.1 million for the quarter and nine-month period ended September 30, 2000,
  respectively; see Note 3 to the financial statements, Rate Matters).

- An increase in electric generating assets (an 83-MW natural gas-fired combustion
  turbine) which MGE earns a return on ($1.0 million and $1.4 million for the
  quarter and nine-month period ended September 30, 2000, respectively).

- An increase in electric ancillary services such as wind energy and customer
  backup generation ($0.2 million and $0.6 million for the quarter and nine-month
  period ended September 30, 2000, respectively).

- Increased customer demand charges ($0.4 million and $1.9 million for the
  quarter and nine-month period ended September 30, 2000, respectively).

Sales for resale positively impacted the first nine months of 2000 due to a
  contract MGE entered into in March 1999 to sell 30 MW of firm energy and capacity
  to Wisconsin Public Power Inc.

Electric margins (revenues less fuel and purchased power) increased $6.4 million,
  or 17.4%, for the three months ended and $12.9 million, or 13.1%, for the nine
  months ended September 30. This is primarily a result of the reasons mentioned
  above. MGE has internally generated more of its power needs during this year's
  third quarter as compared to 1999, thus relying less on higher purchased power
  cost.

***Gas***

Retail gas deliveries increased 6.6% for the three months ended September 30,
  2000. Retail gas deliveries were relatively flat for the nine months ended September
  30, 2000.

Gas revenues increased $3.4 million, or 37%, and $5.9 million, or 10%, for
  the three and nine months ended September 30, 2000. This was primarily due to
  higher gas costs that were passed onto customers through the purchased gas adjustment
  clause.

Gas margins (revenues less natural gas purchased) increased $0.8 million, or
  14.6%, and $1.1 million, or 4.1%, for the three and nine months ended September
  30, 2000, compared to the same periods last year. The increase during the third
  quarter was due to a $0.2 million savings under the gas cost incentive mechanism
  which started in November 1999, $0.1 million in capacity release incentives,
  and $0.5 million from sales and transportation activities.

|*Gas Deliveries* *(thousands of therms)* | Three Months Ended 
      September 30, |          | Nine Months Ended 
      September 30,
|---------------------------------------- | --------------------------------------- | -------- | --------------------------------------
|**2000**                                 | 1999                                    | % Change |                                       
|Residential                              | **6,106**                               | 5,728    | 6.6                                   
|Commercial                               | **7,462**                               | 6,998    | 6.6                                   
|Total Retail                             | **13,568**                              | 12,726   | 6.6                                   
|Transport                                | **7,698**                               | 8,537    | (9.8)                                 
|Total Gas Deliveries                     | **21,266**                              | 21,263   | 0.0                                   

******Electric Fuel and Purchased
  Power**

Fuel costs for electric generation increased $1.3 million, or 13.3%, during
  the three months ended September 30, 2000. MGE's fuel for electric generation
  increased due to the addition of an 83-MW natural gas-fired combustion turbine.
  MGE generated more power to meet its needs with its own generating units.

Fuel costs for electric generation increased $2.4 million, or 9.8%, during
  the nine months ended September 30, 2000. Kewaunee was out of service for scheduled
  maintenance and refueling for approximately six weeks. During the nine months
  ended September 30, 2000, MGE relied on its other generating units that operate
  at higher fuel costs to meet customers' needs.

Purchased power costs decreased $3.6 million, or 39.9%, for the three months
  ended September 30, 2000. MGE's increase in generating assets (especially
  the 83-MW natural gas-fired combustion turbine which came on line in June) reduced
  MGE's purchased power requirements. Also during the third quarter of 1999, MGE
  incurred higher purchased power costs due to the effects of the extremely hot
  weather conditions in July and unexpected outages at its Columbia and Blount
  generating units. During 2000, both Columbia and Blount generating units remained
  on line for a majority of the third quarter thus reducing MGE's purchased power
  requirements.

Purchased power costs decreased $1.7 million, or 9.3%, for the nine months
  ended September 30, 2000. This was primarily a result of MGE's increase in generation,
  as described above, and unexpected outages during the first nine months of 1999
  at its Columbia plant.

**Natural Gas**

Natural gas costs rose $2.6 million, or 70.5%, for the three months ended September
  30, 2000. This increase was due primarily to a 67% rise in gas prices for the
  third quarter of 2000 compared to 1999.

For the nine months ended September 30, 2000, natural gas costs increased $4.8
  million, or 14.6%. Although there was a decrease in total deliveries of natural
  gas, it was offset by an approximate 46% increase in the cost of natural gas.

**Other Electric Operating Expenses**

Operating costs remained flat for the three months ended September 30, 2000,
  compared to the same period in the prior year. In addition, electric maintenance
  costs were up $0.6 million, or 17.8%. This increase was due to approximately
  $0.5 million in scheduled maintenance at Kewaunee and Blount.

Operating costs increased $1.7 million, or 3.4%, for the nine months ended
  September 30, 2000. This is due primarily to a $0.4 million rise in payroll
  and benefits, higher transmission wheeling expenses of $0.6 million, and general
  operating expenses of $0.7 million. Electric maintenance costs increased $3.3
  million, or 32.1%. This increase is due primarily to an additional $2.6 million
  for higher maintenance expenses at Kewaunee, most of which resulted from the
  spring 2000 refueling and maintenance outage.

General taxes increased $0.2 million, or 8.0%, for the third quarter 2000 and
  $0.7 million, or 9.4%, for the nine months ended September 30, 2000, due primarily
  to increased electric sales and natural gas deliveries.

**Income Taxes**

MGE's effective tax rate for the three and nine months ended September 30,
  2000, was 39.5% and 36.6% respectively, compared to the 1999 effective tax rate
  of 37.2%. The decrease in the effective tax rate for the third quarter is due
  to increased amortization of excess deferred taxes (primarily related to Kewaunee)
  and to increases in the tax credit earned from wind generation of electricity.
  Income taxes increased over $2.0 million for the third quarter and for the nine
  months ended September 30, 2000, primarily due to higher operating income.

Excess deferred taxes are deferred taxes previously collected from customers
  when tax rates were higher than current statutory rates. MGE's wind farm generates
  electricity eligible for the federal renewable electricity production tax credit.
  For 2000, eligible wind generation will occur over the entire year, compared
  to 1999 when generation did not begin until June.

**Other Income**

Other income decreased $0.7 million, or 86%, for the three months ended September
  30, 2000, primarily due to MGE's donation in the amount of $0.5 million for
  a business start-up facility within its service territory. Also, during the
  third quarter of 1999, MGE reversed some one-time outstanding contingencies
  related to one of its gas marketing subsidiaries in the amount of $0.3 million
  (after tax).

Other income was down $1.5 million, or 54.5%, for the nine months ended September
  30, 2000. During this same period in 1999, approximately $0.6 million more was
  earned on the decommissioning fund and a one-time benefit of $0.9 million (after
  tax) was received on some outstanding legal and tax issues related to the gas
  marketing subsidiaries.

**Other Expenses**

Total interest expense rose $0.8 million, or 25.3%, and $1.2 million, or 13.6%,
  for the three and nine months ended September 30, 2000, respectively. Compared
  to 1999, MGE had higher levels of short-term debt and the interest on the $35.0
  million in new debt ($20 million issued on May 4, 2000, and $15 million
  issued on September 20, 2000).

**Year 2000**

MGE did not experience any latent issues related to the Y2K problem during
  the first quarter of 2000 and did not require additional spending. MGE does
  not expect any further expenditures.

**New Accounting Pronouncement**

In June 1999, the Financial Accounting Standards Board (FASB) issued Financial
  Accounting Standard (FAS) No. 137, "Accounting for Derivative Instruments and
  Hedging Activities - Deferral of the Effective Date of FAS No. 133." This new
  accounting standard delayed the effective date for FAS No. 133 until fiscal
  years beginning after June 15, 2000.

In June 2000, the FASB issued FAS No. 138, "Accounting for Certain Derivative
  Instruments and Certain Hedging Activities, an Amendment of FAS No. 133." This
  standard amends accounting and reporting standards of FAS 133 for certain derivative
  instruments and hedging activities. Management is evaluating the impact of FAS
  No. 133 and FAS No. 138 on MGE's results of operations or its financial position.
  MGE will adopt FAS No. 133 and FAS No. 138 on January 1, 2001.

**PART II. OTHER INFORMATION**

**Item 5 - Other
  Information******

**Forward-Looking Statements**

This report, and certain other MGE public documents, contain 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 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.
  Some of those risks and uncertainties include:

- 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.

**MGE Joins Independent Transmission Company**

MGE has agreed to join the American Transmission Company LLC (ATC), creating
  an independent transmission system. ATC was created as a result of Reliability
  2000 legislation, part of 1999 Wisconsin Act 9. All other major Wisconsin
  electric utilities have committed to join the ATC. The ATC's effective date
  of operation is January 1, 2001. Under the agreement with ATC, MGE will
  transfer a majority of its transmission assets to the ATC on January 1,
  2001. MGE will receive an ownership interest in the ATC equal to its share of
  contributed transmission assets. MGE retains the right to withdraw from this
  agreement before year-end.

**Kewaunee Nuclear Power Plant**

Kewaunee is jointly owned by MGE, Wisconsin Public Service Corp. (WPSC), and
  Alliant Energy. Kewaunee has been operated since 1974 by WPSC. The plant's license
  will expire in 2013.

**Item 6(a) - Exhibits**

***Exhibit 4*** - Indenture of Mortgage and Deed of Trust
  between MGE and Firstar Trust Company, as Trustee (and supplements). Indenture
  between MGE and Bank One, N.A., as Trustee, dated as of September 1, 1998. Reference
  was provided in MGE's 1999 Annual Report on Form 10-K (Commission File No. 0-1125).

***Exhibit 12***** - Ratio of Earnings to Fixed
  Charges.

***Exhibit 27***** - Appendix E to Item 601(c)
  of Regulation S-K: Public Utility Companies Financial Data Schedule UT.

**Item 6(b) - Reports
  on Form 8****-K**

No reports on Form 8-K were filed during the quarter for which this report
  is filed.

**SIGNATURES**

Pursuant to the requirements 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.

|                        | **Madison Gas and Electric Company** **(Registrant)**                                      
|----------------------- | -------------------------------------------------------------------------------------------
|Date: November 14, 2000 | /s/ Gary J. Wolter                                                                         
|                        | President and Chief Executive Officer
        (Duly Authorized Officer)                    
|Date: November 14, 2000 | /s/ Terry A. Hanson                                                                        
|                        | Vice President and Chief Financial Officer
        (Chief Financial and Accounting Officer)