Exhibit (10)-2b

                  WISCONSIN ENERGY CORPORATION
                NON-QUALIFIED STOCK OPTION AWARD


     THIS NON-QUALIFIED STOCK OPTION, dated the 26th day of
April, 2000, is granted by WISCONSIN ENERGY CORPORATION (the
"Company"), to GEORGE E. WARDEBERG (the "Employee") pursuant to
the Company's 1993 Omnibus Stock Incentive Program (the "Plan")
as amended from time to time.

     WHEREAS, the Company believes it to be in the best interests
of the Company, its subsidiaries and its stockholders for its
officers and other key employees to obtain or increase their
stock ownership interest in the Company in order that they will
thus have a greater incentive to work for and manage the
Company's affairs in such a way that its shares may become more
valuable; and

     WHEREAS, the Employee is employed by the Company or one of
its subsidiaries as an officer and also is serving as a director
of the Company;

     NOW, THEREFORE, in consideration of these premises and the
services to be performed by the Employee, the Company grants this
stock option to the Employee on the following terms and
conditions.

1.   DEFINED TERMS
     All capitalized terms used in this option and not otherwise
defined herein are defined in the attached Appendix or in the
Plan.

2.   OPTION GRANT
     The Company grants to the Employee an option to purchase a
total of 100,000 shares of common stock of the Company (the
"Common Stock") at an option price of $22.688 per share.  This
option is not intended to qualify as an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").

3.   VESTING OF OPTION
     Except as otherwise provided herein, this option shall be
exercisable only prior to the Expiration Date (as defined in
paragraph 4), and then only as set forth in the following
schedule:

      Years of Service as either Officer or     % of Shares
        Director from Date Option Granted       Exercisable
     Less than 1                                      0%
     At least 1 but less than 2                    33.3%
     At least 2 but less than 3                    66.6%
     At least 3                                     100%

Notwithstanding the foregoing, this option shall become
immediately exercisable upon the occurrence of any of the
following events (the "Special Vesting Events"):

          (i)  the termination of the Employee's employment with
          or service as a director of the Company or a subsidiary
          by reason of Disability or death,
          (ii)  the termination of the Employee's employment with
          the Company or a subsidiary by reason of discharge
          without Cause,
          (iii)  a Good Reason Termination by the Employee, or
          (iv)  the occurrence of a Change in Control of the
          Company while the Employee is employed by or serving as
          a director of the Company or a subsidiary.
          Any unvested shares are immediately forfeited upon the
          later of the Employee's cessation of employment with or
          service as a director of the Company or a subsidiary
          prior to the occurrence of a Special Vesting Event.
          However, the Committee may, in its discretion, vest
          options upon separation.

4.   TERM OF OPTION
     All rights to exercise this option, to the extent vested,
shall terminate on the Expiration Date which is the earlier of
the following dates:

     (i)  five years after the later of the Employee's cessation
     of service either as an officer or a director of the
     Company,
     (ii)  ten years from the date of grant.

5.   METHOD OF EXERCISE
     This option may be exercised only by appropriate notice in
writing delivered to the Corporate Secretary of the Company and
accompanied by:

     (i)  a check payable to the order of the Company for the
     full purchase price of the shares purchased, or delivery of
     shares of Common Stock owned by the Employee and acceptable
     to the Committee (or an attestation of the Employee's
     ownership of such shares in lieu of delivery) valued at fair
     market value on the date of exercise, or some combination of
     a check and use of such shares (and shares acquired in a
     prior option exercise may not be used for this purpose until
     the shares have been held by the Employee for six months),
     and
     (ii) such other documents or representations (and
     satisfaction of any applicable tax withholding obligations)
     as the Company may reasonably request in order to comply
     with securities, tax or other laws then applicable to the
     exercise of the option.

6.   NON-TRANSFERABILITY; DEATH; DESIGNATED BENEFICIARY
     This option is not transferable by the Employee otherwise
than by will or the laws of descent and distribution and is
exercisable during the Employee's lifetime only by the Employee.
If the Employee dies after termination of employment and
cessation of service as a director without any Special Vesting
Event having occurred but during the option period and before the
Expiration Date specified in paragraph 4 hereof, this option may
be exercised, to the extent otherwise vested, in whole or in part
and from time to time, in the manner described in paragraph 5
hereof, by the Employee's "Designated Beneficiary" (defined
below) or if none or if the Designated Beneficiary does not
survive the Employee, by the Employee's estate or the person to
whom the option passes by will or the laws of descent and
distribution, but only within the period specified in paragraph
4.  To the extent that this option is exercisable after the death
of the Employee, this option may be exercised by the "Designated
Beneficiary" of the Employee.  The "Designated Beneficiary" shall
be the beneficiary or beneficiaries designated by the Employee in
a writing filed with the Committee in such form and at such time
as the Committee may require.  If a deceased Employee fails to
designate a beneficiary, or if the Designated Beneficiary does
not survive the Employee, any rights that would have been
exercisable by the Employee and any benefits distributable to the
Employee shall be exercised by or distributed to the legal
representative of Employee's estate or the person to whom the
option passes by will or by the laws of descent and distribution.
If a deceased Employee designates a beneficiary and the
Designated Beneficiary survives the Employee but dies before the
Designated Beneficiary's exercise of all rights under this option
or before complete distribution of benefits to the Designated
Beneficiary under this option, then any rights that would have
been exercisable by the Designated Beneficiary shall be exercised
by the legal representative of the estate of the Designated
Beneficiary, and any benefits distributable to the Designated
Beneficiary shall be distributed to the legal representative of
the estate of the Designated Beneficiary.

7.   REGISTRATION
     If at any time during the option period the Company shall be
advised by its counsel that shares deliverable upon exercise of
the option are required to be registered under the Securities Act
of 1933 ("Act") or any state securities laws, or that delivery of
the shares must be accompanied or preceded by a prospectus
meeting the requirements of that Act or such state securities
laws, the Company will use its best efforts to effect the
registration or provide the prospectus not later than a
reasonable time following each exercise of this option, but
delivery of shares by the Company may be deferred until the
registration is effected or the prospectus is available.  The
Employee shall have no interest in shares covered by this option
until certificates for the shares are issued, or in lieu of
certificates, shares are credited to the Employee's account in
the book-entry form.

8.   ADJUSTMENTS
     If the Company shall at any time change the number of shares
of its Common Stock without new consideration to the Company
(such as by stock dividend, stock split or similar transaction),
the total number of shares then remaining subject to purchase
hereunder shall be changed in proportion to the change in issued
shares and the option price per share shall be adjusted so that
the total consideration payable to the Company upon the purchase
of all shares not theretofore purchased shall not be changed.  If
during the term of this option, the Common Stock of the Company
shall be changed into another kind of stock or into securities of
another corporation, cash, evidence of indebtedness, other
property or any combination thereof (the "Acquisition
Consideration"), whether as a result of reorganization, sale,
merger, consolidation, or other similar transaction, the
Committee shall cause adequate provision to be made whereby the
Employee shall thereafter be entitled to receive upon the due
exercise of this option the Acquisition Consideration the
Employee would have been entitled to receive for Common Stock
acquired through exercise of this option immediately prior to the
effective date of such transaction.

9.   WITHHOLDING
     Employee may satisfy any tax withholding obligations arising
with respect to the exercise of this option in whole or in part
by tendering a check to the Company for any required amount, by
election to have a portion of the shares that would otherwise be
issued withheld to defray all or a portion of any applicable
taxes, or by election to have the Company or its subsidiaries
withhold the required amounts from other compensation payable to
the Employee.

10.  IMPACT ON OTHER BENEFITS
     The income attributable to the exercise of this option shall
not be includable as compensation or earnings for purposes of any
other benefit plan or program offered by the Company or its
subsidiaries.

11.  PLAN GOVERNS
     Notwithstanding anything in this option, the terms of this
option shall be subject to the terms of the Plan, a copy of which
may be obtained by the Employee from the Secretary of the
Company, and this option is subject to all interpretations,
amendments, rules and regulations established by the Committee
from time to time pursuant to the Plan.

     IN WITNESS WHEREOF, the Company has caused the execution
hereof by its duly authorized officer and Employee has agreed to
the terms and conditions of this option, all as of the date first
above written.


                                   WISCONSIN ENERGY CORPORATION


                                   By
                                      ---------------------------
                                              Corporate Secretary



                                      ---------------------------
                                              George E. Wardeberg
                            APPENDIX


     This is an appendix to a Wisconsin Energy Corporation Non-
Qualified Stock Option Award (the "Agreement") dated April 26,
2000.
     As used in the Agreement, the terms set forth below shall
have the following meanings:
     (a)  "Cause" means "Cause" as defined in Section 4(b)(i) of
          the Employment Agreement.  Any termination of the
          Employee for Cause may be accomplished only in
          accordance with the procedures specified in Section
          4(b)(ii) of the Employment Agreement.
     (b)  "Disability" means "Disability" as defined in Section
          4(a) of the Employment Agreement.
     (c)  "Employment Agreement" means the Employment Agreement
          between the Employee and the Company dated April 26,
          2000.  The terms of the Employment Agreement are hereby
          incorporated by reference.
     (d)  "Good Reason Termination" means a termination of
          employment by the Employee for "Good Reason" as defined
          in and subject to the provisions contained in Section
          4(c) of the Employment Agreement.