Exhibit 4.46




                                        Closing Document No. 4(e)


                              CERTIFIED COPY
                                    OF
                        SECURITIES RESOLUTION NO. 4
                                    OF
                     WISCONSIN ELECTRIC POWER COMPANY


     I, THOMAS H. FEHRING, Corporate Secretary of WISCONSIN ELECTRIC POWER

COMPANY, do hereby certify that the attached is a true and correct copy of

Securities Resolution No. 4 duly adopted by the Vice President-Finance of

the Company pursuant to authorization delegated to him by the Board of

Directors of said company at a meeting duly called and held on the 16th day

of February, 1999; that a quorum of said Board was present at said meeting

and voted throughout; and I do further certify that said resolution has not

been rescinded and remains in full force and effect.



     IN WITNESS WHEREOF, I have hereunto set my hand and affixed the

corporate seal of said WISCONSIN ELECTRIC POWER COMPANY this 3rd day of

December, 1999.

                                   /s/ Thomas H. Fehring
                                   -----------------------------
                                   Thomas H. Fehring
                                   Corporate Secretary


(CORPORATE SEAL)

                  6-5/8% DEBENTURES DUE DECEMBER 1, 2002

                        SECURITIES RESOLUTION NO. 4
                                    OF
                     WISCONSIN ELECTRIC POWER COMPANY



     The actions described below are taken by the Board (as defined in the
Indenture referred to below) of WISCONSIN ELECTRIC POWER COMPANY (the
"Company"), or by an Officer or committee of Officers pursuant to Board
delegation, pursuant to resolutions adopted by the Board of Directors of
the Company as of July 26, 1995, October 25, 1995, July 30, 1997, May 19,
1998 and February 16, 1999, resolutions adopted by the Finance Committee of
the Board of Directors as of May 18, 1998, and Section 2.01 of the
Indenture dated as of December 1, 1995 (the "Indenture") between the
Company and Firstar Bank, N.A. (formerly Firstar Trust Company), as
trustee.  Terms used herein and not defined have the same meaning as in the
Indenture.

     RESOLVED, that a new series of Securities is authorized as follows:

     1.   The title of the series is 6-5/8% Debentures due December 1, 2002
("6-5/8% Debentures").

     2.   The form of the 6-5/8% Debentures shall be substantially in the
form of Exhibit 1 hereto.

     3.   The 6-5/8% Debentures shall have the terms set forth in Exhibit 1.

     4.   The 6-5/8% Debentures shall have such other terms as are set
forth in Exhibit 2 hereto.

     5.   The 6-5/8% Debentures shall be sold to the underwriter(s) named
in the Prospectus Supplement dated November 30, 1999 on the following
terms:

                    Price to Public:  99.745%
                    Underwriting Discount:  0.400%
                    Closing Date:  December 3, 1999

     This Securities Resolution shall be effective as of November 30, 1999.


                                                        EXHIBIT 1



No. _____________                                   $_____________

                     WISCONSIN ELECTRIC POWER COMPANY

                  6-5/8% Debentures due December 1, 2002


WISCONSIN ELECTRIC POWER COMPANY
promises to pay to ______________________________________________

or registered assigns
the principal sum of ____________________________________________ Dollars
on December 1, 2002

Interest Payment Dates:  June 1 and December 1
         Record Dates:   May 15 and November 15



                                Dated:

FIRSTAR BANK, N.A.              WISCONSIN ELECTRIC POWER COMPANY
Transfer Agent and Paying Agent

                                by
                                ______________________________
Authenticated:                  [Title of Authorized Officer]


FIRSTAR BANK, N.A.              (CORPORATE SEAL)
Registrar, by


______________________________  ______________________________
Authorized Signature            [Assistant] Secretary

                     WISCONSIN ELECTRIC POWER COMPANY

                  6-5/8% Debentures due December 1, 2002


1.   Interest.

     Wisconsin Electric Power Company (the "Company"), a Wisconsin
     corporation, promises to pay interest on the principal amount of this
     Security at the rate per annum shown above.  The Company will pay
     interest semiannually on June 1 and December 1 of each year commencing
     June 1, 2000.  Interest on the Securities will accrue from the most
     recent date to which interest has been paid or, if no interest has
     been paid, from December 1, 1999.  Interest will be computed on the
     basis of a 360-day year of twelve 30-day months.

2.   Method of Payment.

     The Company will pay interest on the Securities to the persons who are
     registered holders of Securities at the close of business on the
     record date for the next interest payment date, except as otherwise
     provided in the Indenture.  Holders must surrender Securities to a
     Paying Agent to collect principal payments.  The Company will pay
     principal and interest in money of the United States that at the time
     of payment is legal tender for payment of public and private debts.
     The Company may pay principal and interest by check payable in such
     money.  It may mail an interest check to a holder's registered
     address.

3.   Securities Agents.

     Initially, Firstar Bank, N.A. will act as Paying Agent, Transfer Agent
     and Registrar.  The Company may change any Paying Agent or Transfer
     Agent without notice.  The Company or any Affiliate may act in any
     such capacity.  Subject to certain conditions, the Company may change
     the Trustee.

4.   Indenture.

     The Company issued the securities of this series (the "Securities")
     under an Indenture dated as of December 1, 1995 (the "Indenture")
     between the Company and Firstar Bank, N.A. (formerly Firstar Trust
     Company) (the "Trustee").  The terms of the Securities include those
     stated in the Indenture and in the Securities Resolution establishing
     the Securities and those made part of the Indenture by the Trust
     Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb).
     Securityholders are referred to the Indenture, the Securities
     Resolution and such Act for a statement of such terms.

5.   Redemption.

     The Securities will not be redeemable prior to maturity.

6.   Denominations, Transfer, Exchange.

     The Securities are in registered form without coupons in denominations
     of $1,000 and whole multiples of $1,000.  The transfer of Securities
     may be registered and Securities may be exchanged as provided in the
     Indenture.  The Transfer Agent may require a holder, among other
     things, to furnish appropriate endorsements and transfer documents and
     to pay any taxes and fees required by law or the Indenture.  The
     Transfer Agent need not exchange or register the transfer of any
     Security or portion of a Security selected for redemption.  Also, it
     need not exchange or register the transfer of any Securities for a
     period of 15 days before a selection of Securities to be redeemed.

7.   Persons Deemed Owners.

     The registered holder of a Security may be treated as its owner for
     all purposes.

8.   Amendments and Waivers.

     Subject to certain exceptions, the Indenture or the Securities may be
     amended with the consent of the holders of a majority in principal
     amount of the securities of all series affected by the amendment.
     Subject to certain exceptions, a default on a series may be waived
     with the consent of the holders of a majority in principal amount of
     the series.

     Without the consent of any Securityholder, the Indenture or the
     Securities may be amended, among other things, to cure any ambiguity,
     omission, defect or inconsistency; to provide for assumption of Com
     pany obligations to Securityholders; or to make any change that does
     not materially adversely affect the rights of any Securityholder.

9.   Restrictive Covenants.

     The Securities are unsecured general obligations of the Company
     limited to $150,000,000 principal amount.  The Indenture does not
     limit other unsecured debt.  Section 4.07 of the Indenture, which if
     applicable limits certain mortgages and other liens, will apply with
     respect to the Securities.  The limitations are subject to a number of
     important qualifications and exceptions.

10.  Successors.

     When a successor assumes all the obligations of the Company under the
     Securities and the Indenture, the Company will be released from those
     obligations.

11.  Defeasance Prior to Redemption or Maturity.

     Subject to certain conditions, the Company at any time may terminate
     some or all of its obligations under the Securities and the Indenture
     if the Company deposits with the Trustee money or U.S. Government
     Obligations for the payment of principal and interest on the
     Securities to redemption or maturity.  U.S. Government Obligations are
     securities backed by the full faith and credit of the United States of
     America or certificates representing an ownership interest in such
     Obligations.

12.  Defaults and Remedies.

     An Event of Default includes: default for 60 days in payment of
     interest on the Securities; default in payment of principal on the
     Securities; default for 60 days in the payment of any sinking fund
     obligation; default by the Company for a specified period after notice
     to it in the performance of any of its other agreements applicable to
     the Securities; certain events of bankruptcy or insolvency; and any
     other Event of Default provided for in the series.  If an Event of
     Default occurs and is continuing, the Trustee or the holders of at
     least 25% in principal amount of the Securities may declare the
     principal of all the Securities to be due and payable immediately.

     Securityholders may not enforce the Indenture or the Securities except
     as provided in the Indenture.  The Trustee may require indemnity
     satisfactory to it before it enforces the Indenture or the Securities.
     Subject to certain limitations, holders of a majority in principal
     amount of the Securities may direct the Trustee in its exercise of any
     trust or power.  The Trustee may withhold from Securityholders notice
     of any continuing default (except a default in payment of principal or
     interest) if it determines that withholding notice is in their
     interests.  The Company must furnish an annual compliance certificate
     to the Trustee.

13.  Trustee Dealings with Company.

     Firstar Bank, N.A., the Trustee under the Indenture, in its individual
     or any other capacity, may make loans to, accept deposits from, and
     perform services for the Company or its Affiliates, and may otherwise
     deal with those persons, as if it were not Trustee.

14.  No Recourse Against Others.

     A director, officer, employee or stockholder, as such, of the Company
     shall not have any liability for any obligations of the Company under
     the Securities or the Indenture or for any claim based on, in respect
     of or by reason of such obligations or their creation.  Each
     Securityholder by accepting a Security waives and releases all such
     liability.  The waiver and release are part of the consideration for
     the issue of the Securities.

15.  Authentication.

     This Security shall not be valid until authenticated by a manual
     signature of the Registrar.

16.  Abbreviations.

     Customary abbreviations may be used in the name of a Securityholder or
     an assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants
     by the entirety), JT TEN (=joint tenants with right of survivorship
     and not as tenants in common), CUST (=custodian), U/G/M/A (=Uniform
     Gifts to Minors Act), and U/T/M/A (=Uniform Transfers to Minors Act).

The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture and the Securities Resolution, which
contains the text of this Security in larger type.  Requests may be made
to:  Corporate Secretary, Wisconsin Electric Power Company, 231 West
Michigan Street, P.O. Box 2046, Milwaukee, WI  53201.


                                                        EXHIBIT 2



                             6-5/8% Debentures

                            Supplemental Terms



     In addition to the terms set forth in Exhibit 1 to Securities
Resolution No. 4, the 6-5/8% Debentures shall have the following terms:

     Section 1.     Definitions.  Capitalized terms used and not defined
herein shall have the meaning given such terms in the Indenture.  The
following is an additional definition applicable to the 6-5/8% Debentures:

     "Depositary" means, with respect to the 6-5/8% Debentures issued
     as a global Security, The Depository Trust Company, New York, New
     York, or any successor thereto registered under the Securities
     Exchange Act of 1934 or other applicable statute or regulation.

     Section 2.     Securities Issuable as Global Securities.

     (a)  The 6-5/8% Debentures shall be issued in the form of one or more
permanent global Securities and shall, except as otherwise provided in this
Section 2, be registered only in the name of the Depositary or its nominee.
Each global Security shall bear a legend substantially to the following
effect:

     "Unless this certificate is presented by an authorized
     representative of The Depository Trust Company, a New York
     corporation ("DTC"), to the Company or its agent for registration
     of transfer, exchange, or payment, and any certificate issued is
     registered in the name of Cede & Co. or in such other name as is
     requested by an authorized representative of DTC (and any payment
     is made to Cede & Co. or to such other entity as is requested by
     an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
     OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
     WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
     an interest herein."

     (b)  If at any time (i) the Depositary with respect to the
6-5/8% Debentures notifies the Company that it is unwilling or
unable to continue as Depositary for such global Security or (ii)
the Depositary for the 6-5/8% Debentures shall no longer be
eligible or in good standing under the Securities Exchange Act of
1934 or other applicable statute or regulation, the Company shall
appoint a successor Depositary with respect to such global
Security.  If a successor Depositary for such global Security is
not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the
Transfer Agent shall register the exchange of such global
Security for an equal principal amount of Registered Securities
in the manner provided in Section 2.07 of the Indenture.

     (c)  The Transfer Agent shall register the transfer or
exchange of a global Security for Registered Securities pursuant
to Section 2.07 of the Indenture if (i) a Default or Event of
Default shall have occurred and be continuing with respect to the
6-5/8% Debentures or (ii) the Company determines that the 6-5/8%
Debentures shall no longer be represented by global Securities.

     (d)  In any exchange provided for in the preceding
paragraphs (b) or (c), the Company will execute and the Registrar
will authenticate and deliver Registered Securities.  Registered
Securities issued in exchange for a global Security shall be in
such names and denominations as the Depositary for such global
Security shall instruct the Registrar.  The Registrar shall
deliver such Registered Securities to the persons in whose names
such Securities are so registered.

     (e)  The 6-5/8% Debentures will trade in the Depositary's
Same-Day Funds Settlement System.  All payments of principal and
interest on global Securities will be made by the Company in
immediately available funds.