<PAGE>  1
                        SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C. 20549
                                      FORM 10-K
    /X/       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1996
                                       OR
    / /       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the transition period from           to

                         Commission file number 1-7530

                              WISCONSIN GAS COMPANY
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                     Wisconsin                      39-0476515
         -------------------------------        -------------------
         (State or other jurisdiction of        (I.R.S. Employer
          incorporation or organization)         Identification No.)

               626 East Wisconsin Avenue
               P.O. Box 334
               Milwaukee, Wisconsin                     53201
      ----------------------------------------       ----------
      (Address of Principal executive offices)       (Zip Code)

  Registrant's telephone number, including area code 414-291-7000

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

	Indicate by check mark whether the registrant (1) has 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 (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.
                     /X/  Yes        No.
	Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be contained, 
to the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K.  [ X ]

	Aggregate market value of the voting stock held by non-affiliates of the 
registrant:  None

	Number of shares outstanding of each of the registrant's classes of common 
stock, as of February 28, 1997:

Common Stock, $8 par value               1,125 shares

           Documents Incorporated by Reference.
WICOR, Inc. proxy statement dated March 13, 1997 (Part III

<PAGE>  2

               Reduced Disclosure Format
The registrant meets the conditions set forth in General Instructions 
(J)(1)(a) and (b) of Form 10-K and is therefore filing with the reduced 
disclosure format.

<PAGE>  3
                      TABLE OF CONTENTS

                                                             PAGE
PART I.                                                       1

Item  1.   Business                                           1
  (a)      General                                            1
  (b)      Gas Supply, Pipeline Capacity and Storage          2
     (1)   General                                            2
     (2)   Pipeline Capacity and Storage                      2
     (3)   Term Gas Supply                                    3
     (4)   Spot Market Gas Supply                             3
  (c)      Employees                                          3
Item  2.   Properties                                         3
Item  3.   Legal Proceedings                                  4
Item  4.   Submission of Matters to a Vote of
             Security Holders                                 5

PART II.                                                      5

Item  5.   Market for Registrant's Common Equity and
             Related Stockholder Matters                      5
Item  6.   Selected Financial Data                            5
Item  7.   Management's Discussion and Analysis of
             Results of Operations and Financial Condition    5
Item  8.   Financial Statements and Supplementary Data        5
Item  9.   Changes in and Disagreements with Accountants
             ON Accounting and Financial Disclosure           5

Part III.                                                     6
Item 10. Directors and Executive Officers of the Registrant   6
Item 11.   Executive Compensation                             6
Item 12.   Security Ownership of Certain 
             Beneficial Owners and Management                 6
Item 13.   Certain Relationships and Related Transactions     6

Part IV.                                                      6

Item 14.   Exhibits, Financial Statement Schedules
             and Reports on Form 8-K                          6
  (a)      Documents Filed as Part of the Report              6
        1. All Financial Statements and Report of 
             Independent Public Accountants                   6
        2. Financial Statement Schedules                      6
        3. Exhibits                                           6
  (b)      Reports on Form 8-K                                9


<PAGE>  4
                                 PART I 

Item  1.	BUSINESS 

(a)	General

	Wisconsin Gas Company (the "Company" or "Wisconsin Gas") is a Wisconsin 
corporation and a wholly-owned subsidiary of WICOR, Inc. ("WICOR") and  
maintains its principal executive offices in Milwaukee, Wisconsin.  The 
Company is the largest natural gas distribution public utility in Wisconsin. 
At December 31, 1996, Wisconsin Gas distributed gas to approximately 513,000 
residential, commercial and industrial customers in 514 communities 
throughout Wisconsin.  Wisconsin Gas' service area has an estimated 
population of nearly 2,000,000 based on the State of Wisconsin's estimates 
for 1996.  The Company is subject to the jurisdiction of the Public Service 
Commission of Wisconsin ("PSCW") as to various phases of its operations, 
including rates, service and issuance of securities.

	Wisconsin Gas' business is highly seasonal, particularly as to 
residential and commercial sales for space heating purposes, with a 
substantial portion of its sales occurring in the winter heating season.  
The following table sets forth the volumes of natural gas delivered by 
Wisconsin Gas to its customers.

                                        Year Ended
                           -----------------------------------------
                           December 31, 1996     December 31, 1995
                           -------------------   -------------------
                           Thousands             Thousands
Customer Class             of Therms*  Percent   of Therms*  Percent
------------------------   ----------  -------   ----------  -------
Sales
 Residential                 529,910     39.1      494,250     38.0
 Commercial                  242,570     17.9      211,570     16.3
 Large Volume Commercial
   and Industrial Firm       110,780      8.2      134,960     10.4
 Commercial and Industrial
   Interruptible             196,240     14.5      313,530     24.1
                           ----------  -------   ----------  -------
Total Sales                1,079,500     79.7    1,154,310     88.8
Transportation
 Transported                 275,780     20.3      145,490     11.2
                           ----------  -------   ----------  -------
Total Gas Throughput       1,355,280    100.0    1,299,800    100.0

*One therm equals 100,000 BTU's

	The volumes shown as transported represent customer-owned gas that was 
delivered by Wisconsin Gas to such customers.  The remaining volumes 
represent quantities sold and delivered to customers by the Company

<PAGE>  5

	Federal and state regulators continue to implement policies to bring 
more competition to the gas industry.  The PSCW has instituted a proceeding 
to consider how its regulation of gas distribution utilities should change 
to reflect the changing competitive environment in the gas industry.  While 
the gas utility distribution function is expected to remain a heavily 
regulated, monopoly function, the sales of the natural gas commodity and 
related services, which were formerly utility monopoly functions, are 
expected to become increasingly subject to competition from third parties.  
Given this regulatory policy and the fact that Wisconsin Gas' earnings are 
the same whether it sells and distributes the gas or only distributes it, 
Wisconsin Gas is pursuing a long-term strategy to no longer sell gas.  WICOR 
Energy Services Company, an affiliate of Wisconsin Gas, sells gas on a for-
profit basis and will seek to replace Wisconsin Gas for a significant number 
of Wisconsin Gas' customers as well as those of other utilities.  Wisconsin 
Gas must obtain PSCW approval to implement its strategy.  To date, the PSCW 
has stated that it will permit utilities to discontinue the sale of gas on a 
market segment by market segment basis, when it determines that there is 
adequate and persistent competition in the particular segment.  So far, the 
PSCW has not permitted the any utility to discontinue the sale of gas.

	With PSCW approval, Wisconsin Gas has implemented a small-customer gas-
supplier choice pilot program that is designed (1) to test market acceptance 
of third-party gas sellers, (2) third-party seller interest in selling gas 
in different market segments, and (3) Wisconsin Gas' capabilities to 
administer a distribution-only business.  The pilot program, which began on 
November 1, 1996, was oversubscribed and has 1,460 small commercial and 
residential participants.  Wisconsin Gas expects to continue the pilot 
program, with certain modifications, for a second year beginning November 1, 
1997.

	Wisconsin Gas also has taken steps to enable its large firm commercial 
and industrial customers to transfer from sales and distribution to 
distribution-only service.  As a consequence of state regulatory policies 
and Wisconsin Gas' actions, the volume of gas sold by third parties and 
distributed by Wisconsin Gas increased by 90% in 1996 compared with 1995.  
In 1996, Wisconsin Gas added over 8,000 new customers and has added more 
than 52,000 new customers over the past five years.

(b)	Gas Supply, Pipeline Capacity and Storage

	(1)	General

	Prior to the Federal Energy Regulatory Commission's ("FERC") Order No. 
636, the interstate pipelines serving Wisconsin Gas were the primary sellers 
of natural gas to Wisconsin Gas.  Order No. 636 required the pipelines to 
discontinue the sale of gas on a delivered basis.  During the transition 
period prior to the issuance of Order No. 636, Wisconsin Gas gradually 
assumed responsibility for the acquisition of supply in the production areas 
of North America, as well as the management of transportation and storage 
capacities to deliver that supply to its market area.  On November 1, 1993, 
Wisconsin Gas commenced full operation and responsibility for its supply and 
capacity under the requirements of Order No. 636.

<PAGE>  6

	One of the provisions of Order No. 636 is capacity release.  Capacity 
release creates a secondary market for pipeline and storage capacity and for 
gas supplies.  Local distribution companies, such as Wisconsin Gas, must 
contract for capacity and supply sufficient to meet the firm peak day demand 
of their customers. Peak or near peak days generally occur only a few times 
each year, so capacity release facilitates higher utilization of capacity 
and supply during those times when the capacity and supply are not needed by 
the utility.  Through pre-arranged agreements and day-to-day electronic 
bulletin board postings, interested parties can purchase that excess 
capacity and supply. The proceeds from these transactions are passed-through 
to the ratepayers, thereby helping to offset the costs associated with 
maintaining peak levels of capacity and gas supply.  During 1996, Wisconsin 
Gas was an active participant in the capacity release market.

	Operating under Order No. 636, Wisconsin Gas has been able to meet its 
contractual obligations with both its suppliers and its customers despite 
periods of severe cold or unseasonably warm weather.

	(2)	Pipeline Capacity and Storage

	Interstate pipelines serving Wisconsin originate in three major gas 
producing areas of North America:  the Oklahoma and Texas basins, the Gulf 
of Mexico and western Canada.  Wisconsin Gas has contracted for long-term 
firm capacity on a relatively equal basis from each of these areas.  This 
strategy reflects management's belief that overall supply security is 
enhanced by geographic diversification of the Company's supply portfolio and 
that Canada represents an important long-term source of reliable, 
competitively priced gas.

	Because of the seasonal variations in gas usage in Wisconsin, Wisconsin 
Gas has also contracted with ANR and NNG for substantial underground storage 
capacity, primarily in Michigan.  There are no known underground storage 
formations in Wisconsin capable of commercialization.  Storage enables 
Wisconsin Gas to optimize its overall gas supply and capacity costs.  In 
summer, gas in excess of market demand is transported into the storage 
fields, and in winter, gas is withdrawn from storage and combined with gas 
purchased in or near the production areas ("flowing gas") to meet the 
increased winter market demand.  As a result, Wisconsin Gas can contract for 
less long-line pipeline capacity than would otherwise be necessary, and it 
can purchase gas on a more uniform daily basis from suppliers year-round.  
Each of these capabilities enables Wisconsin Gas to reduce its overall 
costs.

	Wisconsin Gas also maintains high deliverability storage in the mid-
continent and Southeast production areas as well as the market area.  This 
storage capacity is designed to deliver gas when other supplies cannot be 
delivered during extremely cold weather in the producing areas, which can 
reduce long-line supply.

<PAGE>  7

	Wisconsin Gas' firm winter daily transportation and storage capacity 
entitlements from pipelines under long-term contracts are set forth below.

                                               Maximum
                                             (Thousands
                   Pipeline                    of Therms*)
                   --------------            -------------
                   ANR
                     Mainline                      2,991
                     Storage                       4,879
                   NNG
                     Mainline                      1,093
                     Storage                         150
                   Viking
                     Mainline                         75
                   Peaking Facilities                 76
                                             -------------
                     Total                         9,264

*One therm equals 100,000 BTU's.

	(3)	Term Gas Supply

	Wisconsin Gas has contracts for firm supplies with terms in excess of 
30 days with approximately 20 gas suppliers for gas produced in each of the 
three producing areas discussed above.  The term contracts have varying 
durations so that only a portion of the Company's gas supply expires in any 
year.  Management believes the volume of gas under contract is sufficient to 
meet its forecasted firm peak day demand. The following table sets forth 
Wisconsin Gas' winter season maximum daily firm total gas supply.

                                                Maximum
                                               (Thousands
                                                of Therms*)
                                              --------------
                   Domestic flowing gas            2,370
                   Canadian flowing gas            1,498
                   Storage withdrawals             5,029
                                              --------------
                   Total                           8,897

*One therm equal 100,000 BTU's.

	(4)	Spot Market Gas Supply

	Wisconsin Gas expects to continue to make gas purchases in the 30-day 
spot market as price and other circumstances dictate.  The Company has 
purchased spot market gas since 1985 and has supply relationships with a 
number of sellers from whom it purchases spot gas.

(c)	Employees

	The Company had 985 full-time equivalent active employees at December 
31, 199

<PAGE>  8

Item  2.	PROPERTIES

	Wisconsin Gas owns a distribution system which, on December 31, 1996, 
included approximately 8,500 miles of distribution and transmission mains, 
427,300 services and 515,700 active meters.  The Company's distribution 
system consists almost entirely of plastic and coated steel pipe.  The 
Company owns its main office building in Milwaukee, office buildings in 
certain other communities in which it serves, gas regulating and metering 
stations, peaking facilities and its major service centers, including garage 
and warehouse facilities.  The Milwaukee and other office buildings, the 
principal service facilities and the gas distribution systems of Wisconsin 
Gas are owned by it in fee subject to the lien of its Indenture of Mortgage 
and Deed of Trust, dated as of November 1, 1950, under which its first 
mortgage bonds are issued, and to permissible encumbrances as therein 
defined.

Item  3.  LEGAL PROCEEDINGS

	There are no material legal proceedings pending, other than ordinary 
routine litigation incidental to the Company's business, to which the 
Company is a party, except as discussed below.  There are no material legal 
proceedings to which any officer or director is a party or has a material 
interest adverse to the Company's.  There are no material administrative or 
judicial proceedings arising under environmental quality or civil rights 
statutes pending or known to be contemplated by governmental agencies to 
which the Company is or would be a party.

	Wisconsin Gas has identified two previously owned sites on which it 
operated manufactured gas plants that are of environmental concern.  Such 
plants ceased operations prior to the mid-1950's.  Wisconsin Gas has engaged 
an environmental consultant to help determine the nature and extent of the 
contamination at these sites. Based on the test results obtained and the 
possible remediation alternatives available, the Company has estimated that 
cleanup costs could range from $22 million to $75 million.  As of December 
31, 1996, the Company has accrued $36.2 million for future cleanup costs.  
These estimates are based on current undiscounted costs.  It should also be 
noted that the numerous assumptions such as the type and extent of 
contamination, available remediation techniques, and regulatory requirements 
which are used in developing these estimates are subject to change as new 
information becomes available. Any such changes in assumptions could have a 
significant impact on the potential liability.  Due to anticipated 
regulatory treatment, changes in the recorded liability do not immediately 
impact net income

<PAGE>  9

	The Wisconsin Department of Natural Resources ("WDNR") issued a 
Probable Responsible Party letter to Wisconsin Gas for these two sites in 
September 1994.  Following receipt of this letter, Wisconsin Gas and the 
WDNR held an initial meeting to discuss the sites.  At the meeting it was 
agreed that Wisconsin Gas would prepare a remedial action options report 
from which it would select specific remedial actions for recommendation to 
the WDNR.  During the last several years, the Company has gathered 
additional environmental data regarding these two sites, held extensive 
discussions concerning remedial options with current land owners and 
solicited information from environmental consulting and remediation firms on 
technology and approaches that would best suit the sites.  The efforts were 
directed toward preparing a remedial action options report and 
recommendations for presentation to the WDNR in 1997.   Once such a plan is 
approved, initial remediation work will begin. Expenditures over the next 
three years are expected to total approximately $10 million.  Although most 
of the work and costs are expected to be incurred in the first few years of 
the plan, monitoring of sites and other necessary actions may be undertaken 
for up to 30 years.

	In March 1994, Wisconsin Gas commenced suit against nine insurance 
carriers seeking a declaratory judgment regarding insurance coverage for the 
two sites.  Settlements were reached with each of the carriers during 1994.  
Additional insurance recoveries are being pursued.  The Company expects full 
rate recovery of incurred remediation costs, less amounts recovered from 
insurance carriers.  If the amount recovered from the insurance carriers is 
insufficient to remediate both sites, expenditures not recovered are 
expected to be allowed full recovery (other than for carrying costs) in 
rates based upon recent PSCW orders.  Accordingly, a regulatory asset has 
been recorded for the accrued cost.  Certain related investigation costs 
incurred to date are currently being recovered in utility rates.  However, 
any incurred costs not yet recovered in rates are not allowed by the PSCW to 
earn a return.

	On February 21, 1997, Wisconsin Gas was named by the defendant in an 
environmental cleanup lawsuit as a co-defendant.  The suit involves 
contamination of a Milwaukee area industrial site by wood chips 
characteristic of those used in the manufactured gas process.  Wisconsin Gas 
believes it is not he source of the contaminated wood chips and intends to 
vigorously defend the suit.  Although the Company is unable to predict the 
outcome of the litigation, management believes that amounts recovered from 
its insurance carriers and through rate relief will be sufficient to cover 
any such liability.

	Wisconsin Gas also owns a service center that is constructed on a site 
that was previously owned by the City of Milwaukee and was used by the City 
as a public dump site.  The Company has conducted a site assessment at the 
request of the WDNR and has sent the report of its assessment to the WDNR.  
Management cannot predict whether or not the WDNR will require any 
remediation action, nor the extent or cost of any remediation actions that 
may be required.  In the judgment of management, any remediation costs 
incurred by the Company will be recoverable from the City of Milwaukee or in 
Wisconsin Gas' rates under the PSC orders discussed above

<PAGE>  10

Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

	Omitted pursuant to General Instruction J (2) (c).

                            PART II

Item  5.	MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                    STOCKHOLDER MATTERS

	WICOR owns all the issued and outstanding common stock of the Company.  
The Wisconsin Business Corporation Law, the Company's Indenture of Mortgage 
and Deed of Trust and the indentures supplemental thereto, and the 
agreements under which debt is outstanding each contain certain restrictions 
on the payment of dividends on common stock.  By order of the PSCW, 
Wisconsin Gas is generally permitted to pay dividends up to the amount 
projected in its rate case ($16 million).  The Company may pay dividends in 
excess of $16 million so long as the payment will not cause its common 
equity ratio to fall below 48.43%.  If payment of projected dividends would 
cause its common equity ratio to fall below 43% of total capitalization 
(including short-term debt), or if payment of additional dividends would 
cause its common equity ratio to fall below 48.43%, Wisconsin Gas must 
obtain PSCW approval to pay such dividends.  Wisconsin Gas has projected the 
payment of $21.5 million of dividends during the 12 months ending October 
31, 1997.  See Note 6 of Notes to Financial Statements contained in Exhibit 
13, portions of the WICOR 1996 Annual Report to Shareholders, which note is 
incorporated herein by reference.  For the year ended December 31, 1996, the 
Company's average common equity level was 53.3%.

	The Company paid cash dividends of $20,000,000 and $16,000,000 on 
common stock to WICOR in 1996 and 1995, respectively.

Item  6.	SELECTED FINANCIAL DATA

	Omitted pursuant to General Instruction J(2)(a).

Item  7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
	    OF OPERATIONS AND FINANCIAL CONDITION

	Reference is made to the section entitled "Financial Review" set forth 
in the WICOR 1995 Annual Report to Shareholders.  Such section is included 
in Exhibit 13, which, insofar as it pertains to the Company, is hereby 
incorporated herein by reference.

Item  8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Financial statements for the Company together with the report of 
independent public accountants are included in Part IV of this report.

Item  9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
		ON ACCOUNTING AND FINANCIAL DISCLOSURE       

	There has been no change in or disagreement with the Company's 
independent accountants on any matter of accounting principles or practices 
or financial statement disclosure required to be reported pursuant to this 
item.

<PAGE>  11
	PART III

Item 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

	Omitted pursuant to General Instruction J(2)(c).

Item 11.	EXECUTIVE COMPENSATION

	Omitted pursuant to General Instruction J(2)(c).

Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

	Omitted pursuant to General Instruction J(2)(c).

Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

	Omitted pursuant to General Instruction J(2)(c).


	PART IV 

Item 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)	The following documents are filed as part of this Annual Report on Form 
10-K:

    1.   All Financial Statements and Report of Independent Public 
Accountants.

         Statement of Income.

         Balance Sheet.

         Statement of Cash Flows. 

         Statement of Common Equity.

         Statement of Capitalization.

         Notes to Financial Statements.

    2.   Financial Statement Schedules.

         Not required.

    3.   Exhibits

    3.1  Wisconsin Gas Company Restated Articles of Incorporation, as 
amended (incorporated by reference to Exhibit 3.1 to the 
Company's Form 10-K Annual Report for 1988).

    3.2	Amendment to Wisconsin Gas Company By-laws, effective February 28, 
1995 (incorporated by reference to Exhibit 3.2 to the 
Company's Form 10-K Annual Report for 1994).

3.3  Wisconsin Gas Company By-laws, as amended (incorporated by 
reference to Exhibit 3.3 to the Company's Form 10-K Annual Report for 
1994)

<PAGE>  12

    4.1	Indenture of Mortgage and Deed of Trust dated as of November 1, 
1950, between Milwaukee Gas Light Company and Mellon 
National Bank and Trust Company and D. A. Hazlett, 
Trustees (incorporated by reference to Exhibit 7-E to 
the Company's Registration Statement No. 2-8631).

    4.2	Bond Purchase Agreement dated December 31, 1981, between Wisconsin 
Gas Company and Teachers Insurance and Annuity 
Association of America relating to the issuance and sale 
of $30,000,000 principal amount of First Mortgage Bonds, 
Adjustable Rate Series due 2002 (incorporated by 
reference to Exhibit 4-6 to the Company's Form S-3 
Registration Statement No. 33-43729).

    4.3	Indenture dated as of September 1, 1990, between Wisconsin Gas 
Company and First Wisconsin Trust Company, Trustee 
(incorporated by reference to Exhibit 4.11 to the 
Company's Form S-3 Registration Statement No. 33-36639).

    4.4	Officers' Certificate dated as of November 19, 1991, setting forth 
the terms of Wisconsin Gas Company's 7-1/2% Notes due 
1998 (incorporated by reference to Exhibit 4.1 to 
Wisconsin Gas Company's Form 8-K Current Report dated 
November 19, 1991).

    4.5	Officers' Certificate, dated as of September 15, 1993, setting 
forth the terms of the Company's 6.60% debentures due 
2013 (incorporated by reference to Exhibit 4.1 to the 
Company's Form 8-K Current Report for September, 1993).

    4.6	Officers' Certificate, dated as of November 7, 1995, setting forth 
the terms of the Company's 6-3/8% Notes due 2005 
(incorporated by reference to the Company's Form 8-K 
Current Report dated November 7, 1995).

    4.7	Revolving Credit Agreement dated as of March 29, 1993, among 
Wisconsin Gas Company and the Bank of New York, 
Citibank, N.A., Firstar Bank Milwaukee, N. A., Harris 
Trust & Savings Bank, M&I Marshall & Ilsley Bank and 
Citibank, N.A., as Agent (incorporated by reference to 
Exhibit 4.2 to the Company's Quarterly Report on Form 
10-Q dated as of August 9, 1993).

4.8  Extension of Revolving Credit Agreement dated as of March 10, 1995, 
among Wisconsin Gas Company and Citibank, N.A., Firstar Bank 
Milwaukee, N.A., Harris Trust and Savings Bank, M&I Marshall & 
Ilsley Bank and Citibank, N.A., as Agent (incorporated by reference 
to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q dated 
April 28, 1995).

    4.9  Loan Agreement dated as of March 29, 1996, by and among ABN AMRO 
Bank N.V., Wisconsin Gas Company Employee's Savings 
Plans Trust and WICOR, Inc. (incorporated by reference 
to Exhibit 4.1 to the Company's Quarterly Report on Form 
10-Q dated as of April 26, 1996).

4.10  WICOR, Inc. Master Savings Trust Agreement dated as of October 1, 
1996, between WICOR, Inc. and Marshall & Ilsley Trust Company 
(incorporated by reference to Exhibit 4.1 to the Company's Quarterly 
Report on Form 10-Q dated as of October 30, 1996)

<PAGE>  13

  4.11	First Amendment, dated as of November 27, 1996, to Loan Agreement, 
dated as of March 29, 1996, by and among WICOR, Inc. 
Master Savings Trust (formerly the Wisconsin Gas Company 
Employees' Savings Plans Trust), WICOR, Inc. and ABN 
AMRO Bank, N.V.

    10.1	Service Agreement dated as of June 1, 1994, among WICOR, Inc., 
Wisconsin Gas Company, WEXCO of Delaware, Inc., Sta-Rite 
Industries, Inc. and SHURflo Pump Manufacturing Co. 
(incorporated by reference to Exhibit 10.1 to the 
Company's Form 10-K Annual Report for 1995).

    10.2#	WICOR, Inc. 1987 Stock Option Plan, as amended (incorporated by 
reference to Exhibit 4.1 to the WICOR, Inc. Form S-8 
Registration Statement No. 33-67134).

    10.3#	Forms of nonstatutory stock option agreement used in connection 
with the WICOR, Inc. 1987 Stock Option Plan 
(incorporated by reference to Exhibit 10.20 to the 
Company's Form 10-K Annual Report for 1991).

    10.4#	WICOR, Inc. 1992 Director Stock Option Plan (incorporated by 
reference to Exhibit 4.1 to WICOR, Inc.'s Form S-8 
Registration No. 33-67132).

    10.5#	Form of nonstatutory stock agreement used in conjunction with the 
WICOR, Inc. 1992 Director Stock Option Plan 
(incorporated by reference to Exhibit 4.2 to WICOR, 
Inc.'s Form S-8 Registration Statement No. 37-67132).

    10.6#	WICOR, Inc. 1994 Long-Term Performance Plan (incorporated by 
reference to Exhibit 4.1 to the WICOR, Inc. Form S-8 
Registration Statement No. 33-55755).

    10.7#	Form of nonstatutory stock option agreement used in connection 
with the WICOR, Inc. 1994 Long-Term Performance Plan 
(incorporated by reference to Exhibit 4.2 to the WICOR, 
Inc. Form S-8 Registration Statement No. 33-55755).

    10.8#	Form of restricted stock agreement used in connection with the 
WICOR, Inc. 1994 Long-Term Performance Plan 
(incorporated by reference to Exhibit 4.3 to the WICOR, 
Inc. Form S-8 Registration Statement No. 33-55755).

    10.9#	Wisconsin Gas Company Principal Officers' Supplemental Retirement 
Income Program (incorporated by reference to Exhibit 
10.6 to the Company's Form 10-K Annual Report for 1993).

    10.10#	Wisconsin Gas Company 1997 Officers' Incentive 
Compensation Plan.

    10.11#	Wisconsin Gas Company Group Travel Accident Plan 
(incorporated by reference to Exhibit 10.23 to the 
Company's Form 10-K Annual Report for 1992).

    10.12#	Form of Deferred Compensation Agreement between 
Wisconsin Gas Company and certain of its officers 
(incorporated by reference to Exhibit 10.25 to the 
Company's Form 10-K Annual Report for 1991)


<PAGE>  14

    10.13#	WICOR, Inc. Retirement Plan for Directors, as amended 
(incorporated by reference to Exhibit 10.25 to the 
Company's Form 10-K Annual Report for 1992).

    13	"Financial Review" portions of WICOR, Inc. 1996 Annual Report to 
Shareholders.  

    27	Financial Data Schedule. (EDGAR version only)


<PAGE>  15

(b)	Reports on Form 8-K.

No reports on Form 8-K were filed during the fourth quarter of 1996.

# Indicates a plan under which compensation is paid or payable to directors 
or executive officers of the Company.

<PAGE>  16
                              SIGNATURES



	Pursuant to the requirements of Section 13 or 15 (d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned thereunto duly authorized.






                                        WISCONSIN GAS COMPANY



Date:  March 13, 1997                   By       JOSEPH P. WENZLER
                                                 Joseph P. Wenzler
                                                Vice President and 
                                              Chief Financial Officer



       Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed on the succeeding pages by the following persons 
on behalf of the registrant and in the capacities and on the dates 
indicated.

<PAGE>  17

                               WISCONSIN GAS COMPANY


       Signature                          Title                       Date


THOMAS F. SCHRADER
Thomas F. Schrader           President, Chief Executive 
                             Officer and Director
                             (Principal Executive Officer)       March 13, 1997

JOSEPH P. WENZLER
Joseph P. Wenzler            Vice President and                  March 13, 1997
                             Chief Financial Officer 
                             (Principal Financial and
                             Principal Accounting Officer)

WENDELL F. BUECHE
Wendell F. Bueche            Director                            March 13, 1997

WILLIE D. DAVIS              Director                            March 13, 1997
Willie D. Davis

JERE D. MCGAFFEY
Jere D. McGaffey             Director                            March 13, 1997

DANIEL F. MCKEITHAN, JR.
Daniel F. McKeithan, Jr.     Director                            March 13, 1997

GUY A. OSBORN
Guy A. Osborn                Director                            March 13, 1997

STUART W. TISDALE
Stuart W. Tisdale            Director                            March 13, 1997

GEORGE E. WARDEBERG
George E. Wardeberg          Director                            March 13, 1997

ESSIE M. WHITELAW
Essie M. Whitelaw            Director                            March 13, 1997

WILLIAM B. WINTER
William B. Winter            Director                            March 13, 1997

<PAGE>  18

                     REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To Wisconsin Gas Company:

We have audited the accompanying balance sheet and statements of capital-
ization of WISCONSIN GAS COMPANY (a Wisconsin corporation and a wholly owned 
subsidiary of WICOR, Inc.) as of December 31, 1996 and 1995, and the related 
statements of income, common equity and cash flows for each of the three years 
in the period ended December 31, 1996.  These financial statements are the 
responsibility of the Company's management. Our responsibility is to express 
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of Wisconsin Gas Company as of 
December 31, 1996 and 1995, and the results of its operations and its cash 
flows for each of the three years in the period ended December 31, 1996, in 
conformity with generally accepted accounting principles.





Milwaukee, Wisconsin,                    ARTHUR ANDERSEN LLP
January 27, 1997.

<PAGE>  19
                                        WISCONSIN GAS COMPANY
                                         Statements of Income

                                        Year Ended December 31,
                                 ------------------------------------
                                    1996         1995         1994
                                 ----------   ----------   ----------
                                        (Thousands of Dollars)

Operating Revenues               $ 573,596    $ 519,398    $ 556,587
                                 ----------   ----------   ----------
Operating Expenses:
  Cost of gas sold                 365,398      318,728      357,482
  Operations                        92,386       95,795      108,397
  Maintenance                        8,767        6,932        7,409
  Depreciation                      32,848       28,950       29,260
  Taxes, other than income taxes     9,230        9,331        9,675
                                 ----------   ----------   ----------
                                   508,629      459,736      512,223
                                 ----------   ----------   ----------

Operating Income                    64,967       59,662       44,364
                                 ----------   ----------   ----------

Interest expense                    12,934       14,312       14,348
Other income and expenses             (662)         176          127
                                 ----------   ----------   ----------
Income Before Income Taxes          52,695       45,174       29,889

Income Taxes                        20,335       17,097       10,993
                                 ----------   ----------   ----------

Net Income                       $  32,360    $  28,077    $  18,896
                                 ==========   ==========   ==========


The accompanying notes are an integral part of these statements.

<PAGE>  20
                              WISCONSIN GAS COMPANY
                                  Balance Sheet



                                               As of December 31,
                                            ------------------------
                                               1996          1995
                                            ----------    ----------
                                             (Thousands of Dollars)
Assets
------
 Property, Plant and Equipment, at cost     $ 786,486     $ 757,825
  Less - Accumulated depreciation             409,151       382,424
                                            ----------    ----------
                                              377,335       375,401
                                            ----------    ----------
Current Assets:
  Cash and cash equivalents                     8,960         7,463
  Accounts receivable, less allowance for 
     doubtful accounts of $12,363 
     and $7,955, respectively                  73,540        65,477
  Accounts receivable, intercompany, net           76        (4,434)
  Accrued utility revenues                     54,382        46,935
  Materials and supplies,
    at weighted average cost                    3,098         3,364
  Gas in storage, at weighted average cost     32,684        23,928
  Deferred income taxes                        17,879        16,781
  Prepaid taxes                                 6,411         6,420
  Other                                         1,668         1,201
                                            ----------    ----------
                                              198,698       167,135
                                            ----------    ----------
Deferred Charges and Other:
  Regulatory assets                           101,808       104,145
  Systems development costs                    23,052        28,868
  Prepaid pension costs                        30,112        27,012
  Other                                         7,372         6,458
                                            ----------    ----------
                                              162,344       166,483
                                            ----------    ----------
                                            $ 738,377     $ 709,019
                                            ==========    ==========

The accompanying notes are an integral part of these statements.

<PAGE>  21
                              WISCONSIN GAS COMPANY
                                  Balance Sheet

                                                   As of December 31,
                                               ------------------------
                                                  1996          1995 
                                               ----------    ----------
                                                (Thousands of Dollars)
Capitalization and Liabilities
------------------------------
Capitalization  (See accompanying statement):
  Long-term debt                               $ 152,453     $ 154,246
  Preferred stock                                      -             -
  Common equity                                  207,774       195,161
                                               ----------    ----------
                                                 360,227       349,407
                                               ----------    ----------
Current Liabilities:
  Accounts payable                                64,548        41,079
  Refundable gas costs                            31,545        34,347
  Short-term borrowings                           65,500        57,500
  Current portion of long-term debt                2,000         4,000
  Accrued payroll and benefits                     8,116         8,711
  Accrued taxes                                      712         2,538
  Other                                            4,334         4,689
                                               ----------    ----------
                                                 176,755       152,864
                                               ----------    ----------
Deferred Credits and Other:
  Regulatory liabilities                          61,749        64,896
  Deferred income taxes                           35,569        36,654
  Postretirement benefit obligation               51,359        52,968
  Environmental remediation costs                 36,222        36,381
  Unamortized investment tax credit                7,265         7,724
  Accrued pipeline transition costs                  174           261
  Other                                            9,057         7,864
                                               ----------    ----------
                                                 201,395       206,748
                                               ----------    ----------
Commitments and Contingencies (Note 6)
                                               ----------    ----------
                                               $ 738,377     $ 709,019
                                               ==========    ==========


The accompanying notes are an integral part of these statements.

<PAGE>  22
                              WISCONSIN GAS COMPANY
                             Statements of Cash Flow
                Increase (Decrease) in Cash and Cash Equivalents

                                          Year Ended December 31, 
                                     ----------------------------------
(Thousands of Dollars)                  1996        1995        1994 
                                     ----------  ----------  ----------
Operations:
  Net income                         $  32,360   $  28,077   $  18,896
  Adj.to reconcile net income to cash
   provided by operating activities:
    Depreciation and amortization       41,111      36,646      37,419
    Deferred income taxes               (2,183)     (6,946)     (8,491)
    Change in:
      Receivables                      (15,510)    (29,423)     34,500
      Gas in storage                    (8,756)     14,121       6,647
      Other current assets              (4,711)        688      (6,948)
      systems development costs              -           -        (841)
      Accounts payable                  23,469      (3,566)     (1,183)
      Accrued taxes                     (1,817)      9,036      (2,021)
      Refundable gas costs              (2,802)     16,289       2,462
      Other current liabilities           (950)      1,134        (485)
      Other noncurrent assets and
        liabilities                     (6,666)     (1,100)      7,474
                                     ----------  ----------  ----------
                                        53,545      64,956      87,429
                                     ----------  ----------  ----------
Investment Activities:
  Capital expenditures                 (36,586)    (42,726)    (44,626)
   Other,net                               285         365         343
                                     ----------  ----------  ----------
                                       (36,301)    (42,361)    (44,283)
                                     ----------  ----------  ----------
Financing Activities:
  Change in short-term borrowings        8,000     (27,500)    (23,000)
  Issuance of long-term debt                 -      65,000           -
  Reduction of long-term debt           (4,000)    (54,000)     (2,000)
   Donated capital from WICOR, Inc.          -           -       5,000
   Cash dividends paid to WICOR, Inc.  (20,000)    (16,000)    (16,000)
  Other                                    253          89         453
                                     ----------  ----------  ----------
                                       (15,747)    (32,411)    (35,547)
                                     ----------  ----------  ----------

Change in Cash and Cash Equivalents      1,497      (9,816)      7,599
Cash and Cash Equivalents at 
  beginning of year                      7,463      17,279       9,680
                                     ----------  ----------  ----------
Cash and Cash Equivalents at
  end of year                        $   8,960   $   7,463   $  17,279
                                     ==========  ==========  ==========

The accompanying notes are an integral part of these statements.

<PAGE>  23
                              WISCONSIN GAS COMPANY
                           Statements of Common Equity



                                           Year Ended December 31,
                                    ----------------------------------
                                       1996        1995        1994
                                    ----------  ----------  ----------
                                          (Thousands of Dollars)

Common Stock
  Balance at begin and end of year  $       9   $       9   $       9
                                    ----------  ----------  ----------

Other Paid-In Capital
  Balance at beginning of year        118,842     118,753     113,300
    Donated capital from WICOR, Inc.        -           -       5,000
    Other                                 253          89         453
                                    ----------  ----------  ----------
  Balance at end of year              119,095     118,842     118,753
                                    ----------  ----------  ----------

Retained Earnings
  Balance at beginning of year         76,310      64,233      61,337
    Net income                         32,360      28,077      18,896
    Cash dividends paid to WICOR      (20,000)    (16,000)    (16,000)
                                    ----------  ----------  ----------
  Balance at end of year               88,670      76,310      64,233
                                    ----------  ----------  ----------

Total Common Equity at end of year  $ 207,774   $ 195,161   $ 182,995
                                    ==========  ==========  ==========

The accompanying notes are an integral part of these statements.

<PAGE>  24
                                       WISCONSIN GAS COMPANY
                                    Statements of Capitalization

                                          As of December 31,
                                        ----------------------
                                           1996        1995 
                                        ----------  ----------
                                        (Thousands of dollars)
Long-Term Debt
  First mortgage bonds
   Adjustable Rate Series, 9.3% and
     7.4%, respectively, due 1999       $   4,000   $   6,000
  7-1/2% Notes due 1998                    40,000      40,000
  6.6% Notes due 2013                      45,000      45,000
  6-3/8% Notes due 2005                    65,000      65,000
  Unamortized debt discount and expense    (1,547)     (1,754)
                                        ----------  ----------
                                          152,453     154,246
                                        ----------  ----------
Preferred Stock
  W/o par value, cumulative; authorized
   1,500,000 shares, none outstanding           -           -
                                        ----------  ----------

Common Equity
  Common Stock, $8 par value, authorized 
   5,000,000 shares, 1,125
   shares outstanding                           9           9
  Other paid-in capital                   119,095     118,842
  Retained earnings                        88,670      76,310
                                        ----------  ----------
                                          207,774     195,161
                                        ----------  ----------
                                        $ 360,227   $ 349,407
                                        ==========  ==========


The accompanying notes are an integral part of these statements.

<PAGE>  25
                       Wisconsin Gas Company
                   Notes to Financial Statements

1.	ACCOUNTING POLICIES

a.	Business
Wisconsin Gas Company (Wisconsin Gas), the oldest and largest natural 
gas distribution utility in Wisconsin, is a public utility engaged in the 
distribution of natural gas throughout Wisconsin. Most of its revenues, 
however, are derived from gas delivered in southeastern Wisconsin. Wisconsin 
Gas is subject to regulation by the Public Service Commission of Wisconsin 
(PSCW) and gives recognition to ratemaking policies substantially in 
accordance with the Federal Energy Regulatory Commission (FERC) System of 
Accounts.  At December 31, 1996, Wisconsin Gas served approximately 513,000 
customers in 514 communities.

b.	Gas Distribution Revenues and Purchased Gas Costs
Utility billings are rendered on a cycle basis. Revenues include 
estimated amounts accrued for service provided but not yet billed.
Wisconsin Gas' rate schedules contain purchased gas adjustment (PGA) 
provisions which permit the recovery of actual purchased gas costs incurred. 
The difference between actual gas costs incurred and costs recovered through 
rates, adjusted for inventory activity, is deferred as a current asset or 
liability. The deferred balance is returned to or recovered from customers at 
intervals throughout the year and any residual balance at the annual October 
31 reconciliation date is subsequently refunded to or recovered from 
customers.
The PSCW is currently permitting Wisconsin Gas to recover pipeline 
supplier take-or-pay settlement costs, allocating a portion of the direct-
billed costs to each customer class, including transportation customers.

c.	Plant and Depreciation
Gas distribution property, plant and equipment is stated at original 
cost, including overhead allocations. Upon ordinary retirement of plant 
assets, their cost plus cost of removal, net of salvage, is charged to 
accumulated depreciation, and no gain or loss is recognized.
The depreciation of Wisconsin Gas' assets is computed using straight-
line rates over estimated useful lives and considers salvage value. These 
rates have been consistently used for ratemaking purposes. The composite rates 
are 4.5%, 4.2% and 4.5% for 1996, 1995 and 1994, respectively.

d.	Regulatory Accounting
Wisconsin Gas accounts for its regulated operations in accordance with 
Statement of Financial Accounting Standards (SFAS) No. 71, "Accounting for the 
Effects of Certain Types of Regulation." This statement sets forth the 
application of generally accepted accounting principles to those companies 
whose rates are determined by an independent third-party regulator. The 
economic effects of regulation can result in regulated companies recording 
costs that have been or are expected to be allowed in the ratemaking process 
in a period different from the period in which the costs would be charged to 
expense by an unregulated enterprise. When this occurs, costs are deferred as 
assets in the balance sheet (regulatory assets) and recorded as expenses as 
those same amounts are reflected in rates. Additionally, regulators can impose 
liabilities upon a regulated company for amounts previously collected from 
customers and for amounts that are expected to be refunded to customers 
(regulatory liabilities).

<PAGE>  26

The amounts recorded as regulatory assets and regulatory liabilities in 
the balance sheet at December 31, 1996 and 1995 are as follows:

(Thousands of Dollars)                    1996         1995
                                       ----------   ----------
Regulatory assets:
  Postretirement benefit costs (Note 8)$  42,275    $  45,054
  Deferred environmental costs            41,368       41,457
  Deferred uncollectible expenses         10,152        8,248
  Income tax-related amounts
    due from customers (Note 2)            3,003        3,357
  Other                                    5,010        6,029
                                        ----------  ----------
                                        $ 101,808   $ 104,145
                                        ==========  ==========
Regulatory liabilities:
Income tax-related amounts
  due to customers (Note 2)             $  21,369   $  22,891
Pension costs (Note 8)                     16,631      19,482
Other                                      23,749      22,523
                                        ----------  ----------
                                        $  61,749   $  64,896
                                        ==========  ==========

Wisconsin Gas is precluded from discontinuing service to residential 
customers within its service area during the heating season. Any differences 
between doubtful account provisions based on actual experience and provisions 
allowed for ratemaking purposes by the PSCW are deferred for later recovery in 
rates as a cost of service. The most recent PSCW rate order provides for a 
$13.9 million allowable annual provision for doubtful accounts, including 
amortization of prior deferred amounts. In the fourth quarter of 1996, the 
PSCW staff approved a one-time charge of $3.0 million relating to 
uncollectible accounts receivable expense. See Notes 6 and 8 for discussion of 
additional deferred charges.

e.	Income Taxes
Wisconsin Gas is a wholly owned subsidiary of WICOR, Inc. (WICOR) and 
has elected to be included in WICOR's consolidated Federal income tax return. 
WICOR allocates Federal current tax expense or credits to Wisconsin Gas  based 
on its respective separate tax computation.
Investment tax credits were recorded as a deferred credit on the balance 
sheet and are being amortized to income over the applicable service lives of 
the related properties in accordance with regulatory treatment.

f.	Cash Flows
Wisconsin Gas considers all highly liquid debt instruments purchased 
with an original maturity of three months or less to be cash equivalents. Due 
to the short maturity of these instruments, market value approximates cost
For purposes of the Consolidated Statements of Cash Flow, income taxes 
paid (net of refunds) and interest paid were as follows for each of the years 
ended December 31:

(Thousands of Dollars)              1996        1995        1994
-----------------------          ----------  ----------  ----------
Income taxes paid                $  29,048   $  19,928   $  30,059
Interest paid                    $  11,763   $  13,636   $  13,374

<PAGE>  27

g.	Derivative Financial Instruments
Wisconsin Gas has a limited involvement with derivative financial 
instruments and does not use them for trading or speculative purposes.  
The Company purchased derivatives in 1996 and 1995 to hedge an 
immaterial portion of gas costs incurred for resale.  The cost of 
options and any gains or losses realized do not affect income since they 
are accounted for under the PGA clause.

h.	Use of Estimates
The preparation of financial statements in conformity with 
generally accepted accounting principles requires management to make 
estimates and assumptions that affect the amounts reported in the 
financial statements and accompanying notes.  Actual results could 
differ from those estimates.

i.	Reclassifications
Certain prior year financial statement amounts have been 
reclassified to conform to their current year presentation.

2.	INCOME TAXES
The current and deferred components of income tax expense for each 
of the years ended December 31 are as follows:

(Thousands of Dollars)              1996        1995        1994
------------------------         ----------  ----------  ----------
Current
  Federal                        $  19,006   $  23,474   $  19,245
  State                              4,675       5,808       4,771
                                 ----------  ----------  ----------
    Total Current                   23,681      29,282      24,016
                                 ----------  ----------  ----------
Deferred
  Federal                           (3,040)    (10,101)    (10,789)
  State                               (306)     (2,084)     (2,234)
                                 ----------  ----------  ----------
    Total Deferred                  (3,346)    (12,185)    (13,023)
                                 ----------  ----------  ----------
Total Provision                  $  20,335   $  17,097   $  10,993
                                 ==========  ==========  ==========

<PAGE>  28
The provision for income taxes differs from the amount of income 
tax determined by applying the applicable U.S. statutory federal income 
tax rate to pre-tax income as a result of the following differences:

<TABLE>
<CAPTION>
(Thousands of Dollars)
Year ended December 31,            1996             1995             1994
------------------------      ---------------	  ---------------  	---------------
<S>                           <C>       <C>    <C>       <C>    <C>       <C>
Statutory U.S. tax rates      $18,444   35.0%  $15,811   	35.0%	  $10,461   35.0%
State income taxes, net         2,915    5.5     2,515    5.6     1,707    5.7 
Investment credit restored       (453)  (0.9)    (457)   (1.0)     (461)  (1.5)
Excess deferred
   tax amortization              (556)  (1.0)    (507)   (1.1)     (505)  (1.7)
Other, net                        (15)     -     (265)   (0.7)     (209)  (0.7)
                              ---------------  	---------------  	---------------
Effective Tax Rates           $20,335 	  38.6%  $17,097   37.8%  $11,280   36.8%
                              ===============  	===============  	===============
</TABLE>
The components of deferred income tax assets and liabilities at  
December 31, 1996 and 1995 are as follows:

(Thousands of Dollars)                        1996        1995
--------------------------                 ----------  ----------
Deferred Income Tax Assets
Recoverable gas costs                      $  12,658   $  13,416
Inventory                                      2,080       2,614
Deferred compensation                          2,011       1,667
Other                                          1,130        (916)
                                           ----------  ----------
                                           $  17,879   $  16,781
                                           ==========  ==========
Deferred Income Tax Liabilities
Property related                           $  37,692   $  37,715
Systems development costs                      9,252      11,586
Pension benefits                               5,458       3,070
Investment tax credit                         (4,806)     (5,109)
Environmental                                 (5,297)     (4,725)
Postretirement benefits                       (3,646)     (3,177)
Deferred compensation                         (2,590)     (2,119)
Other                                           (494)       (587)
                                           ----------  ----------
                                           $  35,569   $  36,654 
                                           ==========  ==========
3.	SHORT-TERM BORROWINGS
As of December 31, 1996 and 1995, Wisconsin Gas had total 
unsecured lines of credit available from banks of $145.0 million and 
$120.0 million, respectively.  The credit lines may be used for, among 
other purposes, the support of commercial paper issued by Wisconsin Gas.  
At December 31, 1996, $65.5 million of commercial paper was outstanding 
at a weighted average interest rate of 5.7%.  At December 31, 1995, 
$57.5 million of commercial paper was outstanding at a weighted average 
interest rate of 5.9%.
These borrowing arrangements may require the maintenance of 
average compensating balances which are generally satisfied by balances 
maintained for normal business operations and may be withdrawn at any 
time

<PAGE>  29

4.	LONG-TERM DEBT

In November 1995, Wisconsin Gas issued $65 million of 6 3/8% Notes 
due in 2005. A portion of the proceeds were used to redeem $50 million 
of 9 1/8% Notes due in 1997. The notes issued by Wisconsin Gas are 
unsecured.  In addition to the unsecured notes, Wisconsin Gas has 
previously issued first mortgage bonds.  Substantially all gas 
distribution property acquired prior to January 1, 1993 is subject to a 
first mortgage lien relating to these bonds.  At December 31, 1996, 
Wisconsin Gas had outstanding $4 million in first mortgage bonds.  
Wisconsin Gas has no plans to issue any additional first mortgage bonds.  
Maturities and sinking fund requirements during the succeeding five 
years on all long-term debt total $2.0 million, $42.0 million, $2.0 
million in 1997, 1998 and 1999, respectively, and zero in 2000 and 2001.

5.	RESTRICTIONS
A November 1993 rate order issued by the PSCW sets a 13-month 
average equity range of 43% to 50% for the utility and also requires 
Wisconsin Gas to request PSCW approval prior to the payment of dividends 
on its common stock to WICOR if the payment would reduce its common 
equity (net assets) below 43% of total capitalization (including short-
term debt). Under this requirement, $39.7 million of Wisconsin Gas's net 
assets at December 31, 1996, plus future earnings, were available for 
such dividends without PSCW approval. In addition, the PSCW must also 
approve any dividends in excess of $16 million for any 12-month period 
beginning November 1 if such dividends would reduce Wisconsin Gas's 13-
month average equity below 48.43% of its total capitalization. Wisconsin 
Gas paid $5 million in dividends in November 1996 and expects to pay 
$21.5 million in dividends for the 12 months ending October, 1997. At 
December 31, 1996, Wisconsin Gas's equity was 53.3% of its total 
capitalization.

6.	COMMITMENTS AND CONTINGENCIES
a.	Gas Supply
Wisconsin Gas has agreements for firm pipeline and storage 
capacity that expire at various dates through 2008.  The aggregate 
amount of required payments under such agreements totals approximately 
$838 million, with annual required payments of $130 million in 1997, 
$122 million in 1998, $122 million in 1999, $113 million in 2000 and 
$108 million in 2001.  Wisconsin Gas's total payments for firm pipeline 
and storage capacity prior to recovery from sales of excess capacity 
were $129.6 million in 1996, $128.1 million in 1995 and $126.0 million 
in 1994.  The PGA provisions of Wisconsin Gas's rate schedules permit 
the recovery of gas costs from its customers. FERC Order No. 636 permits 
pipeline suppliers to pass through to Wisconsin Gas any prudently 
incurred transition costs, such as unrecovered gas costs, gas supply 
realignment costs and stranded investment costs. Wisconsin Gas estimates 
its portion of such costs from all of its pipeline suppliers would 
approximate $7.7 million at December 31, 1996 based upon prior filings 
with FERC by the pipeline suppliers. The pipeline suppliers will 
continue to file quarterly with the FERC for recovery of actual costs 
incurred

<PAGE>  30

The FERC has allowed ANR Pipeline Company to recover capacity and 
"above market" supply costs associated with quantities purchased from 
Dakota Gasification Company ("Dakota") under a long-term contract 
expiring in the year 2009. Consistent with guidelines set forth in Order 
No. 636, ANR has allocated 90% of Dakota costs to firm transportation 
service recoverable through a reservation rate surcharge and 10% to 
interruptible service. The FERC has approved a settlement with Dakota 
governing the price of Dakota gas.  Based on Wisconsin Gas contracted 
quantities with ANR, Wisconsin Gas is currently paying approximately 
$250,000 per month of Dakota costs. This amount varies month-to-month 
and across years based on the spread between ANR contract terms with 
Dakota and the market indices for pricing spot gas.
Transition costs billed to Wisconsin Gas are being recovered from 
customers under the purchased gas provisions within its rate schedules.

b.	Capital Expenditures
Certain commitments have been made in connection with 1997 capital 
expenditures. Wisconsin Gas capital expenditures for 1997 are estimated 
at $40 million.

c.  Environmental Matters
      On February 21, 1997, Wisconsin Gas was named by the defendant, in 
an environmental cleanup lawsuit, as a co-defendant.  The suit involves 
contamination of a Milwaukee area industrial site by wood chips 
characteristic of those used in the manufactured gas process.  Wisconsin 
Gas believes it is not the source of the contaminated wood chips and 
intends to vigorously defend the suit.  Although the Company is unable 
to predict the outcome of the litigation, management believes that 
amounts recovered from its insurance carriers or through rate recovery 
will be sufficient to cover any such liability.
Wisconsin Gas has identified two previously owned sites on which 
it operated manufactured gas plants that are of environmental concern. 
Such plants ceased operations prior to the mid-1950's. Wisconsin Gas has 
engaged an environmental consultant to help determine possible 
remediation alternatives.  The Company has estimated that cleanup costs 
could range from $22 million to $75 million. As of December 31, 1996, 
the Company has accrued $36.2 million for future cleanup costs. These 
estimates are based on current undiscounted costs. It should also be 
noted that the numerous assumptions such as the type and extent of 
contamination, available remediation techniques, and regulatory 
requirements which are used in developing these estimates are subject to 
change as new information becomes available. Any such changes in 
assumptions could have a significant impact on the potential liability.  
Due to anticipated regulatory treatment, as discussed below, changes in 
the recorded liability do not immediately impact net income

<PAGE>  31

The Wisconsin Department of Natural Resources ("WDNR") issued a 
Probable Responsible Party letter to Wisconsin Gas for these two sites 
in September 1994. Following receipt of this letter, Wisconsin Gas and 
WDNR held an initial meeting to discuss the sites. At the meeting it was 
agreed that Wisconsin Gas would prepare a remedial action options report 
from which it will select specific remedial actions for recommendation 
to the WDNR.  During 1995 and 1996, the Company gathered specific 
environmental data regarding one of the sites in addition to the 
previous extensive site investigation data, held extensive discussions 
concerning remedial options with current landowners and solicited 
information from environmental consulting and remediation firms on 
technology and approaches that would best suit the sites.  These efforts 
were directed toward preparing a remedial action options report and 
recommendations for presentation to the WDNR during 1997.  Once such a 
plan is approved, initial remediation work will begin.  Expenditures 
over the next three years are expected to total approximately $10.0 
million. Although most of the work and the cost are expected to be 
incurred in the first few years of the plan, monitoring of sites and 
other necessary actions may be undertaken for up to 30 years. 
In March 1994, Wisconsin Gas commenced suit against nine insurance 
carriers seeking a declaratory judgment regarding insurance coverage for 
the two sites.  Settlements were reached with each of the carriers 
during 1994. Additional insurance recoveries are being pursued.  Under 
recent PSCW rate orders, Wisconsin Gas expects full recovery of incurred 
remediation costs (excluding carrying costs), less amounts recovered 
from insurance carriers.  Accordingly, a regulatory asset has been 
recorded for the accrued cost.

d.	Other
The Company is party to various legal proceedings arising in the 
ordinary course of business which are not expected to have a material 
effect on Wisconsin Gas's financial position or results of operation.

7.	COMMON STOCK AND OTHER PAID-IN CAPITAL

During 1994, WICOR invested an additional $5 million in Wisconsin 
Gas. No amounts were invested by WICOR in 1996 and 1995.

8.	BENEFIT PLANS

a.	Pension Plans
Wisconsin Gas has non-contributory pension plans which cover 
substantially all its employees and include benefits based on levels of 
compensation and years of service. Employer contributions and funding 
policies are consistent with funding requirements of Federal law and 
regulations. Commencing November 1, 1992, Wisconsin Gas pension costs or 
credits included in the utility cost of service have been calculated in 
accordance with SFAS No. 87 and are recoverable from customers. Prior to 
this date, pension costs were recoverable in rates as funded. The 
cumulative difference between the amounts funded and the amounts based 
on SFAS No. 87 through November 1, 1992 is recorded as a regulatory 
liability and is being amortized as a reduction of pension expense over 
an eight-year period effective November 1, 1994

<PAGE>  32
The following table sets forth the funded status of pension plans at 
December 31, 1996 and 1995.
<TABLE>
<CAPTION>
                                        Assets Exceed        Accumulated Benefits
                                    Accumulated Benefits         Exceed Assets
                                   ----------------------   ----------------------
(Thousands of Dollars)                1996        1995         1996        1995
----------------------             ----------  ----------   ----------  ----------
<S>                                <C>         <C>          <C>         <C>
Accumulated benefit obligation
  Vested benefits                  $ (65,835)  $ (72,203)   $  (3,317)  $  (3,979)
  Nonvested benefits                 (15,379)    (11,063)      (1,400)       (921)
                                   ----------  ----------   ----------  ----------
                                     (81,214)    (83,266)      (4,717)     (4,900)
Effect of projected future
  compensation levels                (30,793)    (38,178)        (581)       (642)
                                   ----------  ----------   ----------  ----------
Projected benefit obligation        (112,007)   (121,444)      (5,298)     (5,542)
Plan assets at fair value            176,991     163,214            -           -
                                   ----------  ----------   ----------  ----------
Plan assets greater (less) than
  projected benefit obligation        64,984      41,770       (5,298)     (5,542)
Unrecognized net (asset)
  liability at September 30,
  1985 being recognized over
  approximately 16 years             (11,380)    (12,855)         498         546
Unrecognized prior service costs       3,358       3,599          137         146
Unrecognized net (gain) loss         (26,850)     (5,502)       1,132         721
Additional minimum
  liability recorded                       -           -       (1,206)       (899)
                                   ----------  ----------   ----------  ----------
Accrued pension asset (liability)  $  30,112   $  27,012    $  (4,737)  $  (5,028)
                                   ==========  =========    ==========  ==========
</TABLE>
	The weighted average discount rate assumptions used in determining the 
actuarial present value of the projected benefit obligation were 7.75%, 7.5% 
and 8.25% for 1996, 1995 and 1994, respectively.  The expected long-term rate 
of return on assets was 9.0% for 1996 and 8.5% for 1995 and 1994.  The 
expected long-term rate of compensation growth was 4.5%, 5.0% and 5.5% for 
1996, 1995 and 1994, respectively.

Net pension costs for each of the years ended December 31, include the 
following (income) expense:

(Thousands of Dollars)               1996       1995      1994
------------------------------    ---------- ---------- ----------
Service costs                     $   3,732  $   3,529  $   4,265
Interest costs on projected
  benefit obligations                 9,269      9,305      8,860
Actual (gain) loss
  on plan assets                    (21,576)   (21,057)     1,880
Net amortization and deferral         6,114      7,232    (15,195)
Gain on early retire incent               -          -       (268)
Amortization of reg liab             (2,851)    (2,851)      (475)
                                  ---------- ---------- ----------
Net pension income                $  (5,312) $  (3,842) $    (933)
                                  ========== ========== ==========

<PAGE>  33

b.  Postretirement Health Care and Life Insurance
In addition to providing pension benefits, Wisconsin Gas provides 
certain health care and life insurance benefits for retired employees when 
they reach normal retirement age while working for Wisconsin Gas.  Wisconsin 
Gas funds the accrual annually based on the maximum tax deductible amount.
Commencing January 1, 1992, Wisconsin Gas postretirement benefit costs 
have been calculated in accordance with SFAS No. 106 and are recoverable from 
customers.  The cumulative difference between the amounts funded and the 
amounts based on SFAS No. 106 through January 1, 1992 is recorded as a 
regulatory asset and is being amortized over a twenty-year period effective 
January 1, 1992.
Net postretirement health care and life insurance costs for each of the 
years ended December 31 consisted of the following components:

(Thousands of Dollars)                 1996        1995        1994
----------------------              ----------  ----------  ----------
Service cost                        $   2,507   $   1,847   $   2,492
Interest cost on projected
  benefit obligation                    5,836       5,336       5,665
Actual (gain) loss on 
  plan assets                          (4,695)     (6,185)        147
Amortization of regulatory asset        2,778       2,778       2,778
Net amortization and deferral             460       2,477      (2,628)
Loss on early retirement incentive          -           -       3,650
                                    ----------  ----------  ----------
Net postretirement benefit cost     $   6,886   $   6,253   $  12,104
                                    ==========  ==========  ==========

The 1994 postretirement benefit cost includes a charge relating to the 
early retirement of 131 employees under a voluntary early retirement incentive 
plan for employees age 55 and over.

The following table sets forth the plans' funded status, reconciled with 
amounts recognized in Wisconsin Gas's Statement of Financial Position at 
December 31, 1996 and 1995, respectively.

Accumulated benefit obligation
(Thousands of Dollars)                           1996        1995
-------------------------------------         ----------  ----------
Retirees                                      $ (36,748)  $ (38,966)
Active employees                                (43,179)     (37,633)
                                              ----------  ----------
Accumulated benefit obligation                  (79,927)    (76,599)
Plan assets at fair value                        46,562      39,417
                                              ----------  ----------
Accumulated benefit obligation
  in excess of plan assets                      (33,365)    (37,182)
Unrecognized prior service costs                (14,432)    (15,915)
Unrecognized actuarial (gain) loss               (3,562)        129
                                              ----------  ----------
Accrued postretirement benefit                $ (51,359)  $ (52,968)
                                              ==========  ==========

<PAGE>  34

The postretirement benefit cost components for 1996 were calculated 
assuming health care cost trend rates beginning at 11% in 1996 and decreasing 
to 5.5% in 21 years. The health care cost trend rate has a significant effect 
on the amounts reported. Increasing the assumed health care cost trend rates 
by one percentage point in each year would increase the accrued postretirement 
benefit as of December 31, 1996 by $12.3 million and the aggregate of the 
service and interest cost components of postretirement expense by $1.6 
million.
The assumed discount rate used in determining the actuarial present 
value of the accrued postretirement benefit obligation was 7.75%, 7.5% and 
8.25% in 1996, 1995 and 1994, respectively.  Plan assets are primarily 
invested in equities and fixed income securities.

c.  Retirement Savings Plans

Wisconsin Gas maintains various employee savings plans, which provide 
employees a mechanism to contribute amounts up to 16% of their compensation 
for the year. Wisconsin Gas matching contributions may be made for up to 5% of 
eligible compensation including 1% for the Employee Stock Ownership Plan 
("ESOP"). See Note 8.d.  Total contributions were valued at $1.2 million in 
1996 and 1995, and $1.3 million in 1994.

d.  Employee Stock Ownership Plan

In November 1991, WICOR established an ESOP covering non-union employees 
of Wisconsin Gas. The ESOP funds employee benefits of up to 1% of compensation 
with WICOR common stock distributed through the ESOP.

The ESOP used the proceeds from a $10 million, 3-year adjustable rate 
loan (5.8% interest rate at December 31, 1996), guaranteed by WICOR, to 
purchase 431,266 shares of WICOR common stock. The ESOP has extended the 
adjustable rate loan, with similar terms, until May 31, 2002.  Because WICOR 
has guaranteed the loan, the unpaid balance ($4.4 million) is shown as long-
term debt with a like amount of unearned compensation being recorded as a 
reduction of common equity on WICOR's balance sheet.
The ESOP trustee is repaying the $10 million loan with dividends on 
shares of WICOR common stock in the ESOP and with Wisconsin Gas contributions 
to the ESOP.

e.  Postemployment Benefit Plans

Effective January 1, 1994 the Company adopted  SFAS No. 112, "Employers' 
Accounting for Postemployment Benefits," which requires accrual for all other 
postemployment benefits. Total postemployment benefit expense was immaterial 
in 1996 and $0.6 million in 1995 and 1994, including a one-time cumulative 
adjustment in 1994. The incremental costs of adopting this statement are not 
material on an ongoing basis

<PAGE>  35

9.	FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash and cash equivalents, accounts receivable and 
short-term borrowings approximates fair value due to the short-term maturities 
of these instruments.
The fair value of Wisconsin Gas's long-term debt is estimated based on 
the quoted market prices of U.S. Treasury issues having a similar term to 
maturity, adjusted for Wisconsin Gas's bond rating and the present value of 
future cash flows.
Because Wisconsin Gas operates in a regulated environment, WICOR, as the 
sole shareholder of WISCONSIN Gas, would probably not be affected by 
realization of gains or losses on extinguishment of Wisconsin Gas's  
outstanding fixed-rate debt. Realized gains would be refunded to and losses 
would be recovered from Wisconsin Gas customers through gas rates.
The estimated fair value of Wisconsin Gas's long-term debt at December 
31 is as follows:

<TABLE>
<CAPTION>
                                       1996                 1995
                                ------------------   ------------------
                                Carrying   Fair      Carrying   Fair
                                 Amount    Value      Amount    Value
                                --------  --------   --------  --------
<S>                             <C>       <C>        <C>       <C>
Cash and cash equivalents       $  8,960  $  8,960   $  7,463  $  7,463
Accounts receivable             $ 73,540  $ 73,540   $ 65,477  $ 65,477
Short-term debt                 $ 65,500  $ 65,500   $ 57,500  $ 57,500
Long-term debt                  $152,453  $152,154   $154,246  $156,041
</TABLE>

10.	QUARTERLY FINANCIAL DATA (Unaudited)

Because seasonal factors significantly affect Wisconsin Gas 
operations, the following data is not comparable between quarters:

(Thousands of dollars)             First      Second      Third      Fourth 
-----------------------          ---------  ----------  ---------  ----------
1996
  Operating Revenues             $216,111   $ 107,269   $ 71,951   $ 178,265
  Operating Income (Loss)        $ 46,753   $   2,734   $ (8,748)  $  24,228
  Net Income (Loss)              $ 26,502   $       1   $ (6,976)  $  12,833

1995
  Operating Revenues             $192,484   $  93,985   $ 70,959   $ 161,970
  Operating Income (Loss)        $ 38,572   $   2,226   $ (8,492)  $  27,356
  Net Income (Loss)              $ 21,532   $    (570)  $ (7,332)  $  14,447

<PAGE>  36

                       Index to Exhibits Exhibits

    3.1  Wisconsin Gas Company Restated Articles of Incorporation, as 
amended (incorporated by reference to Exhibit 3.1 
to the Company's Form 10-K Annual Report for 1988).

    3.2	Amendment to Wisconsin Gas Company By-laws, effective 
February 28, 1995 (incorporated by reference to 
Exhibit 3.2 to the Company's Form 10-K Annual 
Report for 1994).

    3.3	Wisconsin Gas Company By-laws, as amended (incorporated by 
reference to Exhibit 3.3 to the Company's Form 10-K Annual Report for 
1994).

    4.1	Indenture of Mortgage and Deed of Trust dated as of November 
1, 1950, between Milwaukee Gas Light Company and 
Mellon National Bank and Trust Company and D. A. 
Hazlett, Trustees (incorporated by reference to 
Exhibit 7-E to the Company's Registration Statement 
No. 2-8631).

    4.2	Bond Purchase Agreement dated December 31, 1981, between 
Wisconsin Gas Company and Teachers Insurance and 
Annuity Association of America relating to the 
issuance and sale of $30,000,000 principal amount 
of First Mortgage Bonds, Adjustable Rate Series due 
2002 (incorporated by reference to Exhibit 4-6 to 
the Company's Form S-3 Registration Statement No. 
33-43729).

    4.3	Indenture dated as of September 1, 1990, between Wisconsin 
Gas Company and First Wisconsin Trust Company, 
Trustee (incorporated by reference to Exhibit 4.11 
to the Company's Form S-3 Registration Statement 
No. 33-36639).

    4.4	Officers' Certificate dated as of November 19, 1991, setting 
forth the terms of Wisconsin Gas Company's 7-1/2% 
Notes due 1998 (incorporated by reference to 
Exhibit 4.1 to Wisconsin Gas Company's Form 8-K 
Current Report dated November 19, 1991).

    4.5	Officers' Certificate, dated as of September 15, 1993, 
setting forth the terms of the Company's 6.60% 
debentures due 2013 (incorporated by reference to 
Exhibit 4.1 to the Company's Form 8-K Current 
Report for September, 1993).

    4.6	Officers' Certificate, dated as of November 7, 1995, setting 
forth the terms of the Company's 6-3/8% Notes due 
2005 (incorporated by reference to the Company's 
Form 8-K Current Report dated November 7, 1995).

    4.7	Revolving Credit Agreement dated as of March 29, 1993, among 
Wisconsin Gas Company and the Bank of New York, 
Citibank, N.A., Firstar Bank Milwaukee, N. A., 
Harris Trust & Savings Bank, M&I Marshall & Ilsley 
Bank and Citibank, N.A., as Agent (incorporated by 
reference to Exhibit 4.2 to the Company's Quarterly 
Report on Form 10-Q dated as of August 9, 1993)

<PAGE>  37

    4.8	Extension of Revolving Credit Agreement dated as of March 10, 
1995, among Wisconsin Gas Company and Citibank, 
N.A., Firstar Bank Milwaukee, N.A., Harris Trust and 
Savings Bank, M&I Marshall & Ilsley Bank and 
Citibank, N.A., as Agent (incorporated by reference 
to Exhibit 4.1 to the Company's Quarterly Report on 
Form 10-Q dated April 28, 1995).

    4.9	Loan Agreement dated as of March 29, 1996, by and among ABN 
AMRO Bank N.V., Wisconsin Gas Company Employee's 
Savings Plans Trust and WICOR, Inc. (incorporated by 
reference to Exhibit 4.1 to the Company's Quarterly 
Report on Form 10-Q dated as of April 26, 1996).

    4.10	WICOR, Inc. Master Savings Trust Agreement dated as of 
October 1, 1996, between WICOR, Inc. and Marshall & 
Ilsley Trust Company (incorporated by reference to 
Exhibit 4.1 to the Company's Quarterly Report on 
Form 10-Q dated as of October 30, 1996).

    4.11*	First Amendment, dated as of November 27, 1996, to Loan 
Agreement, dated as of March 29, 1996, by and among 
WICOR, Inc. Master Savings Trust (formerly the 
Wisconsin Gas Company Employees' Savings Plans 
Trust), WICOR, Inc. and ABN AMRO Bank, N.V.

    10.1	Service Agreement dated as of June 1, 1994, among WICOR, 
Inc., Wisconsin Gas Company, WEXCO of Delaware, 
Inc., Sta-Rite Industries, Inc. and SHURflo Pump 
Manufacturing Co. (incorporated by reference to 
Exhibit 10.1 to the Company's Form 10-K Annual 
Report for 1995).

    10.2#	WICOR, Inc. 1987 Stock Option Plan, as amended (incorporated 
by reference to Exhibit 4.1 to the WICOR, Inc. Form 
S-8 Registration Statement No. 33-67134).

    10.3#	Forms of nonstatutory stock option agreement used in connec-
tion with the WICOR, Inc. 1987 Stock Option Plan 
(incorporated by reference to Exhibit 10.20 to the 
Company's Form 10-K Annual Report for 1991).

    10.4#	WICOR, Inc. 1992 Director Stock Option Plan (incorporated by 
reference to Exhibit 4.1 to WICOR, Inc.'s Form S-8 
Registration No. 33-67132).

    10.5#	Form of nonstatutory stock agreement used in conjunction with 
the WICOR, Inc. 1992 Director Stock Option Plan 
(incorporated by reference to Exhibit 4.2 to WICOR, 
Inc.'s Form S-8 Registration Statement No. 37-
67132).

    10.6#	WICOR, Inc. 1994 Long-Term Performance Plan (incorporated by 
reference to Exhibit 4.1 to the WICOR, Inc. Form S-
8 Registration Statement No. 33-55755).

    10.7#	Form of nonstatutory stock option agreement used in 
connection with the WICOR, Inc. 1994 Long-Term 
Performance Plan (incorporated by reference to 
Exhibit 4.2 to the WICOR, Inc. Form S-8 
Registration Statement No. 33-55755).

<PAGE>  38

    10.8#	Form of restricted stock agreement used in connection with 
the WICOR, Inc. 1994 Long-Term Performance Plan 
(incorporated by reference to Exhibit 4.3 to the 
WICOR, Inc. Form S-8 Registration Statement No. 33-
55755).

    10.9#	Wisconsin Gas Company Principal Officers' Supplemental 
Retirement Income Program (incorporated by 
reference to Exhibit 10.6 to the Company's Form 10-
K Annual Report for 1993).

    10.10*#	Wisconsin Gas Company 1997 Officers' Incentive 
Compensation Plan.

    10.11#	Wisconsin Gas Company Group Travel Accident Plan 
(incorporated by reference to Exhibit 10.23 to the 
Company's Form 10-K Annual Report for 1992).

    10.12#	Form of Deferred Compensation Agreement between 
Wisconsin Gas Company and certain of its officers 
(incorporated by reference to Exhibit 10.25 to the 
Company's Form 10-K Annual Report for 1991).

    10.13#	WICOR, Inc. Retirement Plan for Directors, as 
amended (incorporated by reference to Exhibit 10.25 
to the Company's Form 10-K Annual Report for 1992).

    13*	"Financial Review" portions of WICOR, Inc. 1996 Annual Report 
to Shareholders.  

    27*	Financial Data Schedule. (EDGAR version only)

*  Indicates document filed herewith.
#  Indicates a plan under which compensation is paid or payable to directors 
or executive officers of the Company