<PAGE>  1
                                                     EXHIBIT 4-11
                               FIRST AMENDMENT
                                     TO
                               LOAN AGREEMENT


This First Amendment to the Loan Agreement is made and entered 
into as of the 27 day of November, 1996, by and among the WICOR, Inc., Master 
Savings Trust (formerly the Wisconsin Gas Company Employees' Saving Plans 
Trust), (the "Trust"), WICOR, Inc. (the "Company") and ABN AMRO Bank N.V., a 
bank organized under the laws of the Netherlands and acting through its 
Chicago branch (the "Bank").  All terms not otherwise defined herein shall 
have the meanings assigned to such terms in the Loan Agreement by and among 
the Trust, the Company and the Bank dated as of March 29, 1996 (the 
"Agreement"). 

                             W I T N E S S E T H:

WHEREAS, the stated maturity of the ESOP Note (as amended) is 
August 31, 2001; and

WHEREAS, the Trust has requested that the principal repayment 
schedule of the ESOP Note be revised and that the maturity date of the ESOP 
Loan be extended until May 31, 2002 and the Bank is agreeable to such 
extension;

NOW, THEREFORE, the parties hereto agree as follows:

1.	Amendment of Subsection 2.1.  Subsection 2.1 of the 
Agreement shall be, and it hereby is, amended by deleting the first sentence 
thereof in its entirety and, in lieu thereof, inserting the following:

"Subject to the terms and conditions hereof, the Bank 
agrees to lend to the Trust, on the Effective Date, Five Million 
Eleven Thousand Two Hundred Forty-Eight Dollars ($5,011,248.00), 
which amount shall be payable in thirty-one (31) consecutive 
principal installments, consisting of two (2) consecutive 
Quarterly principal installments of Two Hundred Thirty-Five 
Thousand Dollars ($235,000.00) each payable on the last business 
day of May, 1996 and August, 1996; one (1) principal installment 
of One Hundred Thirty-Five Thousand ($135,000.00) payable on the 
last business day of November, 1996; six (6) principal 
installments of Sixty-Seven Thousand Dollars ($67,000.00) each 
payable on the last business day of January of each year 
commencing January 31, 1997; sixteen (16) Quarterly principal 
installments of Two Hundred Thousand Dollars ($200,000.00) each 
payable on the last business day of February, May and August of 
each year commencing on February 28, 1997; five (5) quarterly 
principal installments of One Hundred Thirty-Three Thousand 
Dollars ($133,000.00) each payable on the last business day of 
November of each year commencing on November 28, 1997; and a final 
payment in the amount of the outstanding balance of the ESOP Loan 
on  May 31, 2002.

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2.	Amendment of Subsection 2.2.  Subsection 2.2 of the 
Agreement shall be, and it hereby is, amended by deleting part (b) thereof in 
its entirety and, in lieu thereof, inserting the following:

"(b)  be stated to mature on May 31, 2002, and be payable as 
provided in subsection 2.1 hereof, and"

3.	Effectiveness of Amendment.  This Amendment shall become 
effective upon receipt by the Bank of (i) a copy of this Amendment duly 
executed by the Trust, the Bank and the Company,  (ii) the Consent of 
Guarantor attached to this Amendment duly executed by the Company, and (iii) 
the Amended and Restated Promissory Note substantially in the form attached 
hereto as Exhibit A executed by the Trust which Note shall hereinafter 
constitute the ESOP Note.

4.	Miscellaneous.

(a)  The Trust hereby represents and warrants to the Bank that all 
of the representations and warranties made by the Trust in the Loan 
Documents are true and correct on the date of this Amendment and that no 
Default or Event of Default under the Agreement has occurred and is 
continuing as of the date of this Amendment.

(b)	The Company hereby represents and warrants to the Bank that 
all of the representations and warranties made by the Company in the 
Loan Documents are true and correct on the date of this Amendment; that 
no Default or Event of Default under the Agreement has occurred and is 
continuing as of the date of this Amendment; that the making, execution 
and delivery of this Amendment, and performance of and compliance with 
the terms of the Agreement, as hereby amended, (i) have been duly 
authorized by the Boards of Directors of Wisconsin Gas and of the 
Company and by all other actions, (ii) do not and will not conflict 
with, contravene or violate any provision of, or result in a breach of 
or default under, or require the waiver (not already obtained) of any 
provision of or the consent (not already given) of any Person under the 
terms of, the Trust Agreement and (iii) will not violate, conflict with, 
or constitute a default under any law, regulation, order or any other 
requirement of any court, tribunal, arbitrator, or Governmental 
Authority; that the Agreement, as amended hereby and the ESOP Note, as 
now amended and restated by the Amended and Restated Promissory Note 
constitute valid and legally binding obligations of the Trust, and are 
enforceable in accordance with their respective terms, except as limited 
by bankruptcy, insolvency, reorganization, moratorium or other laws 
relating to or affecting generally the enforcement of creditors' rights.

(c)	Each reference in the Agreement to "this Agreement" and each 
reference in the ESOP Note and the Guaranty to "Agreement" shall be 
deemed a reference to the Agreement as amended by this Amendment.

(d)	Except as amended by this Amendment, the terms and 
conditions of the Agreement shall remain in all other respects in full 
force and effect

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(e)	The Company acknowledges and agrees that pursuant to 
subsection 11.6 of the Guaranty, the Company shall cause Wisconsin Gas 
to reimburse the Bank for all of its out-of-pocket costs and expenses 
incurred in connection with this Amendment, including the fees and 
disbursements of the counsel to the Bank for the preparation hereof and 
expenses incurred in connection herewith.

(f)	This Amendment and the rights and obligations of the parties 
hereto shall be governed by the laws of the State of Illinois.

IN WITNESS WHEREOF, the parties hereto have caused this First 
Amendment to Loan Agreement to be executed by their respective officers as of 
the date first written above.

MARSHALL & ILSLEY TRUST COMPANY,
AS TRUSTEE FOR THE WICOR, INC.
MASTER SAVINGS TRUST, (formerly the 
WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLANS TRUST)


By:
                          (Title)

WICOR, INC.


By:
  (Title)

ABN AMRO BANK N.V., CHICAGO BRANCH
                              by  ABN AMRO North America Inc., as agent

By: 
                          (Title)


By:
(Title)

<PAGE>  4                            CONSENT OF GUARANTOR


The undersigned hereby (i) acknowledges and agrees that the 
Guaranty executed by the undersigned related to the ESOP Note and Loan is and 
remains in full force and effect subject to no defense, counterclaim or offset 
of any kind, (ii) acknowledges its receipt of a copy of the foregoing 
Amendment, acknowledges that it has received notice of the extension of the 
time for payment of the ESOP Loan pursuant to such Amendment and hereby 
consents and agrees to the terms of the forgoing Amendment, all in accordance 
with Section 7 of the Guaranty and (iii) acknowledges and agrees that the 
giving of the undersigned's consent to the foregoing Amendment shall not in 
any way be construed to require the giving of the undersigned's consent to any 
future amendment.

Dated as of November 27, 1996.


WICOR, INC.


By:
(Title