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                                                             Exhibit (4)-2


                                                  Closing Document No. 4(f)


                               ONE HUNDRED YEAR
                    6-7/8% DEBENTURES DUE DECEMBER 1, 2095

                          SECURITIES RESOLUTION NO. 1
                                      OF
                       WISCONSIN ELECTRIC POWER COMPANY



      The actions described below are taken by the Board (as defined in the
Indenture referred to below) of WISCONSIN ELECTRIC POWER COMPANY (the
"Company") pursuant to resolutions adopted by the Board of Directors of the
Company as of April 28, 1993, July 26, 1995, August 23, 1995 and October 25,
1995, resolutions adopted by the Finance Committee of the Board of Directors
as of December 5, 1995, and Section 2.01 of the Indenture dated as of
December 1, 1995 (the "Indenture") between the Company and Firstar Trust
Company, as trustee.  Terms used herein and not defined have the same meaning
as in the Indenture.

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

      1.    The title of the series is One Hundred Year 6-7/8% Debentures due
December 1, 2095 ("6-7/8% Debentures").

      2.    The form of the 6-7/8% Debentures shall be substantially in the
form of Exhibit 1 hereto.

      3.    The 6-7/8% Debentures shall have the terms set forth in Exhibit 1.

      4.    The 6-7/8% Debentures shall have such other terms as are set forth
in Exhibit 2 hereto.

      5.    The 6-7/8% Debentures shall be sold to the underwriter(s) named in
the Prospectus Supplement dated December 5, 1995 on the following terms:

                        Price to Public:  97.990%
                        Underwriting Discount:  1.125%
                        Closing Date:  December 8, 1995

      This Securities Resolution shall be effective as of December 5, 1995.

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                                                                    EXHIBIT 1



No. _____________                                               $_____________

                       WISCONSIN ELECTRIC POWER COMPANY
                               One Hundred Year
                    6-7/8% Debentures due December 1, 2095


WISCONSIN ELECTRIC POWER COMPANY
promises to pay to ______________________________________________

or registered assigns
the principal sum of ____________________________________________ Dollars
on December 1, 2095

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



                                      Dated:

FIRSTAR TRUST COMPANY                 WISCONSIN ELECTRIC POWER COMPANY
Transfer Agent and Paying Agent

                                      by
                                      ______________________________
Authenticated:                        [Title of Authorized Officer]


FIRSTAR TRUST COMPANY                 (CORPORATE SEAL)
Registrar, by


______________________________        ______________________________
Authorized Signature                  [Assistant] Secretary





















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                       WISCONSIN ELECTRIC POWER COMPANY
                               One Hundred Year
                    6-7/8% Debentures due December 1, 2095


1.    Interest.

      Wisconsin Electric Power Company (the "Company"), a Wisconsin
      corporation, promises to pay interest on the principal amount of this
      Security at the rate per annum shown above.  The Company will pay
      interest semiannually on June 1 and December 1 of each year commencing
      June 1, 1996.  Interest on the Securities will accrue from the most
      recent date to which interest has been paid or, if no interest has been
      paid, from December 1, 1995.  Interest will be computed on the basis of
      a 360-day year of twelve 30-day months.

2.    Method of Payment.

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

3.    Securities Agents.

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

4.    Indenture.

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

5.    Redemption.

      The Securities will not be redeemable prior to maturity.

6.    Denominations, Transfer, Exchange.

      The Securities are in registered form without coupons in denominations
      of $1,000 and whole multiples of $1,000.  The transfer of Securities may
      be registered and Securities may be exchanged as provided in the
      Indenture.  The Transfer Agent may require a holder, among other things,
      to furnish appropriate endorsements and transfer documents and to pay
      any taxes and fees required by law or the Indenture.  The Transfer Agent

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      need not exchange or register the transfer of any Security or portion of
      a Security selected for redemption.  Also, it need not exchange or
      register the transfer of any Securities for a period of 15 days before a
      selection of Securities to be redeemed.

7.    Persons Deemed Owners.

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

8.    Amendments and Waivers. 

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

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

9.    Restrictive Covenants.

      The Securities are unsecured general obligations of the Company limited
      to $100,000,000 principal amount.  The Indenture does not limit other
      unsecured debt.  Section 4.07 of the Indenture, which if applicable
      limits certain mortgages and other liens, will apply with respect to the
      Securities.  The limitations are subject to a number of important
      qualifications and exceptions.

10.   Successors.

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

11.   Defeasance Prior to Redemption or Maturity.

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

12.   Defaults and Remedies.

      An Event of Default includes: default for 60 days in payment of interest
      on the Securities; default in payment of principal on the Securities;
      default for 60 days in the payment of any sinking fund obligation;
      default by the Company for a specified period after notice to it in the
      performance of any of its other agreements applicable to the Securities;
      certain events of bankruptcy or insolvency; and any other Event of 


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      Default provided for in the series.  If an Event of Default occurs and
      is continuing, the Trustee or the holders of at least 25% in principal
      amount of the Securities may declare the principal of all the Securities
      to be due and payable immediately.

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

13.   Trustee Dealings with Company.

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

14.   No Recourse Against Others.

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

15.   Authentication.

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

16.   Abbreviations.

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

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









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                                                                    EXHIBIT 2



                               6-7/8% Debentures

                              Supplemental Terms



      In addition to the terms set forth in Exhibit 1 to Securities Resolution
No. 1, the 6-7/8% Debentures shall have the following terms:

      Section 1.  Definitions.  Capitalized terms used and not defined herein
shall have the meaning given such terms in the Indenture.  The following is an
additional definition applicable to the 6-7/8% Debentures:

      "Depositary" means, with respect to the 6-7/8% Debentures issued as a
      global Security, The Depository Trust Company, New York, New York, or
      any successor thereto registered under the Securities Exchange Act of
      1934 or other applicable statute or regulation.

      Section 2.  Securities Issuable as Global Securities.

      (a)   The 6-7/8% Debentures shall be issued in the form of one or more
permanent global Securities and shall, except as otherwise provided in this
Section 2, be registered only in the name of the Depositary or its nominee. 
Each global Security shall bear a legend substantially to the following
effect:

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

      (b)   If at any time (i) the Depositary with respect to the 6-7/8%
Debentures notifies the Company that it is unwilling or unable to continue as
Depositary for such global Security or (ii) the Depositary for the 6-7/8%
Debentures shall no longer be eligible or in good standing under the
Securities Exchange Act of 1934 or other applicable statute or regulation, the
Company shall appoint a successor Depositary with respect to such global
Security.  If a successor Depositary for such global Security is not appointed
by the Company within 90 days after the Company receives such notice or
becomes aware of such ineligibility, the Transfer Agent shall register the
exchange of such global Security for an equal principal amount of Registered
Securities in the manner provided in Section 2.07 of the Indenture.

      (c)  The Transfer Agent shall register the transfer or exchange of a
global Security for Registered Securities pursuant to Section 2.07 of the
Indenture if (i) a Default or Event of Default shall have occurred and be
continuing with respect to the 6-7/8% Debentures or (ii) the Company
determines that the 6-7/8% Debentures shall no longer be represented by global
Securities.
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      (d)  In any exchange provided for in the preceding paragraphs (b) or
(c), the Company will execute and the Registrar will authenticate and deliver
Registered Securities.  Registered Securities issued in exchange for a global
Security shall be in such names and denominations as the Depositary for such
global Security shall instruct the Registrar.  The Registrar shall deliver
such Registered Securities to the persons in whose names such Securities are
so registered.

      (e)   The 6-7/8% Debentures will trade in the Depositary's Same-Day
Funds Settlement System.  All payments of principal and interest on global
Securities will be made by the Company in immediately available funds.
















































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