**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, 2004**    [ ] Transition report pursuant to Section 13 or 15(d) of the    Securities Exchange Act of 1934 

For the transition period from _______________ to _______________
Commission      File No.Name of Registrant, State of Incorporation,      Address      of Principal Executive Offices and Telephone No.IRS Employer      Identification No.000-49965**MGE Energy, Inc.***(a Wisconsin Corporation)*133 South Blair Street      Madison, Wisconsin 53703      (608) 252-700039-2040501   000-1125**Madison Gas and Electric Company***(a Wisconsin Corporation)*133 South Blair Street      Madison, Wisconsin 53703      (608) 252-700039-0444025 **www.mge.com and/or      www.mgeenergy.com***(Web sites)*
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 [  ]

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

MGE Energy, Inc. Yes [X] No [ ] Madison Gas and Electric Company  Yes [ ] No [X]
**Number of shares outstanding      of each class of common stock as of October 29, 2004**MGE Energy, Inc.Common stock, $1.00 par value, 20,272,020 shares outstanding.Madison Gas and Electric CompanyCommon stock, $1.00 par value, 17,347,889 shares outstanding      (all of which are owned beneficially and of record by MGE Energy, Inc.).
**Table of Contents**

**PART I. FINANCIAL INFORMATION.**

Filing FormatForward-Looking StatementsWhere to Find More InformationDefinitionsItem 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 and Electric Company (MGE). MGE is a  wholly owned subsidiary of MGE Energy and represents a substantial portion  of its assets, liabilities, revenues, expenses, and operations. Thus, all information  contained in this report relates to, and is filed by, MGE Energy. Information  that is specifically identified in this report as relating solely to MGE Energy,  such as its financial statements and information relating to its nonregulated  business, 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 Exchange Commission (SEC) from time to time, contain  forward-looking statements that reflect management's current assumptions and  estimates regarding future performance and economic conditions--especially as  they relate to future load growth, revenues, expenses, capital expenditures,  financial resources, regulatory matters, and the scope and expense associated  with future environmental regulation. These forward-looking statements are made  pursuant to the provisions of the Private Securities Litigation Reform Act of  1995. Both MGE Energy and MGE caution investors that these forward-looking  statements are subject to known and unknown risks and uncertainties 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 for electricity 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 gas and, 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 operating expenses.

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

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

• Availability and cost of power supplies, which affect  operating expenses and capital expenditure decisions with respect to sources  of new generation.

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

Readers are cautioned not to place undue reliance on these  forward-looking statements, which apply only as of the date of this report.  MGE Energy and MGE undertake no obligation to publicly release any revision  to these forward-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 at the SEC's public reference  room at 450 Fifth Street, NW, Washington, D.C. 20549. The public may obtain  information on the operation of the Public Reference Room by calling the SEC  at 1-800-SEC-0330. These documents are also available to the public from commercial  document retrieval services, the Web site maintained by the SEC at http://www.sec.gov,  MGE Energy's Web site at http://www.mgeenergy.com, and MGE's Web  site at http://www.mge.com. Copies may be obtained from our Web sites  free of charge.

**Definitions**

Abbreviations, acronyms, and definitions that may be used in  the text and notes of this report are defined below.
AEPAmerican Electric Power Company Inc.AFUDCallowance for funds used during constructionAlliantAlliant Energy CorporationAMRautomated meter readingAPBOaccumulated post retirement benefit obligationARBAccounting Research BulletinATCAmerican Transmission Company LLCBlountBlount StationBOCMBanc One Capital Markets, Inc.CO2carbon dioxideColumbiaColumbia Energy Center, a 1024 MW coal-fired      generating station operated by Alliant in which MGE has a partial ownership      interestComEdCommonwealth Edison Company, a unit of Chicago-based      Exelon Corp.cooling degree daysmeasure of the extent to which the average      daily temperature is above 65 degrees Fahrenheit, increasing demand for      coolingCPCNCertificate of Public Convenience and NecessityCWDCCentral Wisconsin Development CorporationDNRWisconsin Department of Natural ResourcesDOAWisconsin Department of AdministrationEITFEmerging Issues Task ForceEPAU.S. Environmental Protection AgencyEPCEngineering, Procurement, and ConstructionFASBFinancial Accounting Standards BoardFERCFederal Energy Regulatory Commission FINFASB Interpretation No.FSPFASB Staff Position No.FTRFinancial Transmission RightsGCIMgas cost incentive mechanismheating degree daysmeasure of the extent to which the average      daily temperature is below 65 degrees Fahrenheit, increasing demand for      heatinginterconnection agreementGeneration-Transmission Interconnection AgreementKewauneeKewaunee Nuclear Power PlantkVkilovoltkWhkilowatt-hourLMPLocational Marginal PricingMACTmaximum available control technologyMAGAELMAGAEL, LLCMGEMadison Gas and Electric CompanyMGE ConstructMGE Construct LLCMGE EnergyMGE Energy, Inc.MGE PowerMGE Power LLCMGE Power Elm RoadMGE Power Elm Road, LLCMGE Power West CampusMGE Power West Campus, LLCMidwest ISOMidwest Independent System Operator (a regional      transmission organization)Moody'sMoody's Investors Service, Inc.MWmegawattNasdaqThe Nasdaq National Stock MarketNOxnitrogen oxideNOx SIP CallNitrogen oxide State Implementation Plan (federal      rule 40 CFR Part 96, commonly referred to as the NOx SIP Call)PGA clausePurchased Gas Adjustment clausePJMPJM Interconnection LLC (a regional transmission      organization)PSCWPublic Service Commission of WisconsinRTORegional Transmission OrganizationS&PStandard & Poor's Ratings Group, a division      of McGraw-Hill Companies, Inc.SECSecurities and Exchange CommissionSFASStatement of Financial Accounting Standards      No. (issued by the FASB)SO2sulfur dioxidethe StateState of WisconsinUWUniversity of Wisconsin-MadisonVIEVariable Interest EntityWCCFWest Campus Cogeneration FacilityWDOJWisconsin Department of JusticeWELAWisconsin Environmental Law AdvocatesWorking capitalcurrent assets less current liabilitiesWPLWisconsin Power and Light CompanyWPSCWisconsin Public Service Corporation