**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:**March 31, 2004**

[ ] 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 theSecurities Exchange Act of 1934 during the preceding 12 months and (2) have been subject to such filing requirements forthe past 90 days: Yes [X]  No [  ]

Indicate by check mark whether the registrants are an accelerated filer (as defined in Rule 12b-2 of the Exchange Act):

MGE Energy Yes [X]  No [  ]          Madison Gas and Electric Company Yes [  ]  No [X]

******Table of Contents**

**PART I. FINANCIAL INFORMATION.**

Filing Format

Forward-Looking Statements

Where to Find More Information

Definitions

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 Consolidated Statements of Income and Comprehensive Income (unaudited)

Condensed Consolidated Statements of Cash Flows (unaudited)

Condensed Consolidated Balance Sheets (unaudited)

**MGE Energy, Inc. and Madison Gas and Electric Company**

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 1. Legal Proceedings.

Item 6. Exhibits and Reports on Form 8-K.

Signatures - MGE Energy, Inc.

Signatures - Madison Gas and Electric Company

**PART I. FINANCIAL INFORMATION.**

**Filing Format**

This combined Form 10-Q is being filed separately by MGE Energy, Inc. (MGE Energy) and Madison Gas andElectric Company (MGE). MGE is a wholly owned subsidiary of MGE Energy and represents a substantialportion of its assets, liabilities, revenues, expenses, and operations. Thus, all information contained in thisreport relates to, and is filed by, MGE Energy. Information that is specifically identified in this report asrelating solely to MGE Energy, such as its financial statements and information relating to its nonregulatedbusiness, does not relate to, and is not filed by, MGE. MGE makes no representation as to that information.

**Forward-Looking Statements**

This report, and other documents filed by MGE Energy and MGE with the Securities and ExchangeCommission (SEC) from time to time, contain forward-looking statements that reflect management's currentassumptions and estimates regarding future performance and economic conditions--especially as they relate tofuture load growth, revenues, expenses, capital expenditures, financial resources, regulatory matters, and thescope and expense associated with future environmental regulation. These forward-looking statements are madepursuant to the provisions of the Private Securities Litigation Reform Act of 1995. Both MGE Energy and MGEcaution investors that these forward-looking statements are subject to known and unknown risks anduncertainties that may cause actual results to differ materially from those projected, expressed, or implied.Some of those risks and uncertainties include:

-	Weather, which enters into the calculation of MGE's rates for service and which affects the demand forelectricity and gas and the projected and actual need for electric generation capacity to serve customers.

-	Economic and market conditions in MGE's service territory, which affect demand for electricity and gasand, consequently, our revenues and expenses as well as capital investment requirements to extend,improve, or reinforce the existing electricity and gas distribution systems.

-	Magnitude and timing of capital expenditures, which affect capital needs, financing costs, and operatingexpenses.

-	Regulatory environment in which we operate, which can affect the way in which we do business as well asthe accounting treatment of expenses that we incur and our ability to continue carrying specified assets andliabilities on our books.

-	Environmental regulation, which can affect the way in which we operate, our operating expenses, and ourcapital expenditures.

-	Availability and cost of power supplies, which affect operating expenses and capital expenditure decisionswith respect to sources of new generation.

-	Completion of the West Campus Cogeneration Facility at the University of Wisconsin-Madison, whichprovides MGE Energy with an opportunity if construction is completed on or ahead of schedule, butexposes it to liquidated damages if construction is delayed or the facility fails to operate according tospecifications.

Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as ofthe date of this report. MGE Energy and MGE undertake no obligation to publicly release any revision to theseforward-looking statements to reflect events or circumstances after the date of this report.

**Where to Find More Information**

The public may read and copy any reports or other information that MGE Energy and MGE file with the SEC atthe SEC's public reference room at 450 Fifth Street, NW, Washington, D.C. 20549. The public may obtaininformation on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Thesedocuments are also available to the public from commercial document retrieval services, the Web sitemaintained by the SEC at http://www.sec.gov, MGE Energy's Web site at http://www.mgeenergy.com, andMGE's Web site at http://www.mge.com. Copies may be obtained from our Web sites free of charge.****

**Definitions**

Abbreviations, acronyms, and definitions used in the text and notes of this report are defined below.

**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      March 31,20042003**Revenues:**	Regulated utility operations	$134,599$128,494	Nonregulated operations	682-**Total Revenues**135,281128,494**Expenses:**	Fuel for electric generation	11,23910,581	Purchased power	11,99614,366	Natural gas purchased	51,71550,813	Other operations and maintenance	27,13526,530	Depreciation and amortization	6,0615,712	Other general taxes	3,3103,041*Total Operating Expenses*111,456111,043**Operating Income**23,82517,451Other income	1,579894Interest expense	(2,851)(2,929)	Income before income taxes	22,55315,416Income tax provision	(8,909)(6,041)**Net Income**$  13,644$    9,375**Total Comprehensive Income**$  13,644$    9,375**Earnings per Share of Common Stock** (basic and diluted)	$0.74$0.53Dividends paid per share of common stock	$0.338$0.336**Average Shares Outstanding** (basic and diluted)	18,42617,633
*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)***Three Months Ended      March 31,20042003**Operating Activities:**	Net income	$13,644$  9,375	Items not affecting cash:		Depreciation and amortization	6,0615,712		Deferred income taxes	430855		Amortization of investment tax credits	(125)(129)		Other	(141)(104)		Equity in earnings of ATC	(1,096)(888)	Dividend income from ATC	674580	Prepayment to ATC	-5,000	Gain on the sale of property	579- Changes in working capital, excluding cash equivalents, current      long-term debt maturities, and short-term debt:		Decrease in current assets	24,2158,085		(Decrease)/increase in current liabilities	(9,111)12,943	Other noncurrent items, net	1,2775,179*Cash Provided by Operating Activities*36,40746,608**Investing Activities:**	Capital expenditures	(18,260)(29,778)	ATC - capital call	(891)-	Other	69516*Cash Used for Investing Activities*(18,456)(29,762)**Financing Activities:**	Issuance of common stock	6,8104,006	Cash dividends on common stock	(6,239)(5,923)	Short-term debt (repayments)/borrowings, net	(10,500)138*Cash Used for Financing Activities*(9,929)(1,779)**Change in Cash and Cash Equivalents**8,02215,067	Cash and cash equivalents at beginning of period	2,020685	Cash and cash equivalents at end of period	$10,042$15,752
*The accompanying notes are an integral part of the above condensed consolidated financial statements.*

**MGE Energy, Inc.**

**Condensed Consolidated Balance    Sheets (unaudited)***(In thousands)*********