Exhibit (10)-1a


                WISCONSIN ENERGY CORPORATION

                OMNIBUS STOCK INCENTIVE PLAN




                 EFFECTIVE DECEMBER 15, 1993

                   As amended May 19, 1998

                WISCONSIN ENERGY CORPORATION

                OMNIBUS STOCK INCENTIVE PLAN


1.   Purpose.  The purpose of the 1993 Omnibus Stock Incentive
Plan (the "Plan") is to enable Wisconsin Energy Corporation (the
"Company") to offer directors, officers and key employees of the
Company and its subsidiaries performance-based incentives and
other equity interests in the Company, thereby attracting,
retaining and rewarding such individuals and strengthening the
mutuality of interest between such individuals and the Company's
shareholders.

2.   Administration.  The Plan shall be administered by a
committee (the "Committee") which shall be the Compensation
Committee of the Board of Directors or another committee
consisting of not less than two directors of the Company
appointed by the Board of Directors who are not employees.  It is
intended that the Committee members shall, at all times, qualify
as "non-employee" directors within the meaning of Securities and
Exchange Commission Regulation Section 240.16b-3 and as "outside
directors" within the meaning of Section 162(m) of the Internal
Revenue Code, as amended.  However, the failure to so qualify
shall not affect the validity of any actions taken by the
Committee in accordance with the provisions of the Plan.  If for
any reason the Committee does not qualify to administer the Plan,
the Board of Directors may appoint a new Committee so as to
comply.

3.   Eligibility.  Benefits under the Plan shall be granted only
to directors, officers and key employees of the Company and its
subsidiaries selected initially and from time-to-time thereafter
by the Committee on the basis of the special importance of their
services in the management, development and operations of the
Company and its subsidiaries.

4.   Benefits.  The benefits awarded under the Plan shall consist
of (a) stock options, (b) stock appreciation rights, (c) stock
awards, and (d) performance units.  The Company may permit
selected participants to defer payments to them of some or all
types of benefits awarded under the Plan in accordance with
procedures established by the Committee which are intended to
permit such deferrals to comply with the applicable requirements
of the Internal Revenue Code.

5.   Shares Reserved.  There is hereby reserved for issuance
under the Plan an aggregate of 4,000,000 shares of common stock
of the Company which may be authorized but unissued, treasury, or
repurchased shares.  All of such shares may, but need not, be
issued pursuant to the exercise of incentive stock options.  The
maximum number of option shares which may be awarded to any
participant in any year during the term of the Plan is 100,000
shares.  No more than 350,000 shares may be issued as stock
awards during the term of the Plan.  If there is a lapse,
expiration, termination or cancellation of any option prior to
the issuance of shares thereunder or if shares are issued and
thereafter are reacquired by the Company pursuant to rights
reserved upon issuance thereof, those shares may again be used
for new awards under this Plan.

6.   Stock Options.  Stock options shall consist of options to
purchase shares of common stock of the Company and shall be
either incentive stock options or non-qualified stock options as
determined by the Committee.  The option price shall be not less
than 100% of the fair market value of the shares on the date the
option is granted and the price may be paid by check or, in the
discretion of the Committee, by means of tendering, either
directly or by attestation, shares of common stock of the Company
then owned by the participant.  Stock options shall be
exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee at grant;
provided, however, that no stock option shall be exercisable
prior to six months after the option grant date nor later than
ten years after the grant date.  The aggregate fair market value
(determined as of the time the option is granted) of the shares
of common stock with respect to which incentive stock options are
exercisable for the first time by a participant during any
calendar year (under all option plans of the Company and its
subsidiaries) shall not exceed $100,000.

7.   Stock Appreciation Rights.  Stock appreciation rights may be
granted to the holder of any stock option granted hereunder and
shall be subject to such terms and conditions consistent with the
Plan as the Committee shall impose from time to time, including
the following:

     (a)  A stock appreciation right may be granted with
     respect to a stock option at the time of its grant or
     at any time thereafter up to six months prior to its
     expiration.

     (b)  Stock appreciation rights will permit the holder
     to surrender any related stock option or portion
     thereof which is then exercisable and elect to receive
     in exchange therefor cash in an amount equal to:

          (i)   The excess of the fair market value on the
                date of such election of one share of
                common stock over the option price,
                multiplied by

          (ii)  The number of shares covered by such option
                or portion thereof which is so surrendered.

     (c)  The Committee shall have the discretion to satisfy
     a participant's right to receive the amount of cash
     determined under paragraph (b) hereof in whole or in
     part by the delivery of common stock of the Company
     valued as of the date of the participant's election.

     (d)  In the event of the exercise of a stock
     appreciation right, the number of shares reserved for
     issuance hereunder shall be reduced by the number of
     shares covered by the stock option or portion thereof
     surrendered.

8.   Stock Awards.  Stock awards will consist of common stock
transferred to participants without other payment therefor as
additional compensation for their services to the Company or one
of its subsidiaries.  A stock award shall be subject to such
terms and conditions as the Committee determines appropriate
including, without limitation, restrictions on the sale or other
disposition of such shares, the right of the Company to reacquire
such shares upon termination of the participant's employment
within specified periods and conditions requiring that the shares
be earned in whole or in part upon the achievement of performance
goals established by the Committee over a designated period of
time.  The goals established by the Committee may include
earnings per share, total return on shareholder equity, or such
other goals as may be established by the Committee in its
discretion.

9.   Performance Units.  Performance units shall consist of
monetary units granted to participants which may be earned in
whole or in part if the Company achieves certain performance
goals established by the Committee over a designated period of
time.  The initial performance units granted under the Plan will
be contingent dividend awards.  The amount which a participant
can earn pursuant to a contingent dividend award will be
determined by reference to the actual dividends paid on a
specified number of shares of the Company's common stock for a
specified number of years.  Part or all of the amount of
contingent dividend award will be paid to the participant if the
Company's total shareholder return (appreciation in the value of
its stock plus dividends) over a stated period of time compares
favorably to the return earned by other companies in the
Company's industry peer group, except that there will be no
payout if the Company's total shareholder return is negative over
the course of such period.

10.  Non-transferability.  Except as otherwise provided by the
Committee, stock options and other benefits granted under this
Plan shall not be transferable other than by will or the laws of
descent and distribution and each stock option and stock
appreciation right shall be exercisable during the participant's
lifetime only by the participant or the participant's guardian or
legal representative.

11.  Change in Control.  In the event of a change in control of
the Company, all outstanding stock options and stock appreciation
rights shall become immediately exercisable and all other
benefits shall immediately vest with all performance goals deemed
fully achieved.  For these purposes, change in control shall mean
the occurrence of any of the following events, as a result of one
transaction or a series of transactions:

     (a)  any "person" (as such term is used in Sections
     13(d) and 14(d) of the Securities Exchange Act of 1934,
     but excluding the Company, its affiliates and any
     qualified or non-qualified plan maintained by the
     Company or its affiliates) becomes the "beneficial
     owner" (as defined in Rule 13d-3 promulgated under such
     Act), directly or indirectly, of securities of the
     Company representing more than 20% of the combined
     voting power of the Company's then outstanding
     securities;

     (b)  individuals who constitute a majority of the Board
     of Directors of the Company immediately prior to a
     contested election for positions on the Board cease to
     constitute a majority as a result of such contested
     election;

     (c)  the Company is combined (by merger, share
     exchange, consolidation, or otherwise) with another
     corporation and as a result of such combination, less
     than 60% of the outstanding securities of the surviving
     or resulting corporation are owned in the aggregate by
     the former shareholders of the Company;

     (d)  the Company sells, leases, or otherwise transfers
     all or substantially all of its properties or assets
     not in the ordinary course of business to another
     person or entity; or

     (e)  the Board of Directors determines in its sole and
     absolute discretion that there has been a change in
     control of the Company.

     These change in control provisions shall apply to successive
changes in control on an individual transaction basis.

12.  Other Provisions.  The award of any benefit under the Plan
may also be subject to other provisions (whether or not
applicable to the benefit awarded to any other participant) as
the Committee determines appropriate, including such provisions
as may be required to comply with federal or state securities
laws and stock exchange requirements and understandings or
conditions as to the participant's employment.

13.  Fair Market Value.  The fair market value of the Company's
common stock at any time shall be determined in such manner as
the Committee may deem equitable or as required by applicable law
or regulation.

14.  Adjustment Provisions.

     (a)  If the Company shall at any time change the number
     of issued shares of common stock without new
     consideration to the Company (such as by stock dividend
     or stock split), the total number of shares reserved
     for issuance under this Plan and the number of shares
     covered by each outstanding benefit shall be adjusted
     so that the aggregate consideration payable to or by
     the Company, if any, shall not be changed.

     (b)  Notwithstanding any other provision of this Plan,
     and without affecting the number of shares reserved or
     available hereunder, the Board of Directors may
     authorize the issuance or assumption of benefits in
     connection with any merger, consolidation, acquisition
     of property or stock, or reorganization upon such terms
     and conditions as it may deem appropriate.

     (c)  In the event of any merger, consolidation or
     reorganization of the Company with any other
     corporation, there shall be substituted, on an
     equitable basis as determined by the Committee, for
     each share of common stock then reserved for issuance
     under the Plan and for each share of common stock then
     subject to a benefit granted under the Plan, the number
     and kind of shares of stock, other securities, cash or
     other property to which holders of common stock of the
     Company will be entitled pursuant to the transaction.

15.  Taxes.  The Company shall be entitled to withhold the amount
of any tax attributable to any shares deliverable under the Plan
after giving the person entitled to receive the shares notice as
far in advance as practicable and the Company may defer making
delivery as to any benefit if any such tax is payable until
indemnified to its satisfaction.  The Committee may, in its
discretion and subject to rules which it may adopt, permit a
participant to pay all or a portion of the taxes arising in
connection with any benefit under the Plan by electing to have
the Company withhold shares of common stock from the shares
otherwise deliverable to the participant, having a fair market
value equal to the amount to be withheld.  Notwithstanding the
provisions of paragraph 5 above, any such withheld shares shall
not become available again for new awards under this Plan.

16.  Term of Program; Amendment, Modification or Cancellation of
Benefits.  No benefit shall be granted more than ten years after
the date of the approval of this Plan by the shareholders of the
Company; provided, however, that the terms and conditions
applicable to any benefits granted prior to such date may at any
time be amended, modified or canceled by mutual agreement between
the Committee and the participant or any other persons as may
then have an interest therein.

17.  Amendment or Discontinuation of Plan.  The Board of
Directors may amend the Plan at any time, provided that no such
amendment shall be effective unless approved within 12 months
after the date of the adoption of such amendment by the
affirmative vote of a majority of the shares present, or
represented, and entitled to vote at a meeting duly held if such
shareholder approval is required for the Plan to continue to
comply with the requirements of Securities and Exchange
Commission Regulation Section 240.16b-3.  The Board of Directors
may suspend the Plan or discontinue the Plan at any time;
provided, however, that no such action shall adversely affect any
outstanding benefit.

18.  Shareholder Approval.  The Plan was adopted by the Board of
Directors on December 15, 1993, subject to shareholder approval.
The Plan and any benefits granted thereunder shall be null and
void if shareholder approval is not obtained within twelve months
of the adoption of the Plan by the Board of Directors.