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                                               EXHIBIT 10-9
                         Wisconsin Gas Company
             1998 Officer's Incentive Compensation Plan


I.  Objectives

The principle objectives of the Plan are:

A. To motivate and to provide incentive for officers and executive 
management (EMT) of Wisconsin Gas Company to create economic 
value.

B. To ensure a focus on earning a return on capital in excess of
   the cost of capital while also achieving the performance plus
   goals.

C. To assist in the retention of quality senior management.

D. To yield competitive total compensation levels when performance 
goals meet the cost of capital requirement.

II.  Eligibility

Participation in the Plan is limited to designated officers and 
EMT of Wisconsin Gas.  The Chief Executive Officer of WICOR will 
be responsible for recommending eligibility changes to the 
Compensation Committee of the Board of Directors of WICOR, Inc.

III.  Amount of Potential Award

A. The minimum, target and maximum award opportunities for each 
participant, as a percentage of base salary (W-2 base salary 
calendar earnings), are as follows:

                            Award as Percent of Salary
                         --------------------------------
Position                 Minimum      Target      Maximum
----------------         -------      ------      -------
President & CEO             0%          40%         87%

VP and EMT                  0%          20%       43.5%

B. Each executive's award will be determined based on a 
combination of WGC and individual performance, with WGC 
performance accounting for 75% of the award 	and individual 
performance weighted at 25%.

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IV.  Performance Criteria and Objective Setting

A.  Financial Component (75% Weight)

1.)  Overall WGC performance will be measured by Return on 
Capital (ROC), which is defined as NOPAT (Net Operating 
Profit After Tax) divided by Total Capital Employed 
(NOPAT and Total Capital Employed are defined in Appendix 
I). Threshold, Target, and Maximum ROC performance 
levels, and their corresponding incentive awards are as 
follows:

  Performance Level   1998 Return on Capital   Award as a % of Target
  -----------------   ----------------------   ----------------------
  Below Threshold         Less than 6.0%                0%

  Threshold                   6.0%                      1%

  Target                      7.0%*                   100%

  Maximum or Above            9.1%                    200%

* WGC Cost of Capital = 7.0%

For performance at levels between Threshold and Target or between 
Target and Maximum, award calculations will be interpolated on a 
linear basis. 

2.)  ROC payouts will be further modified by performance 
against budgeted criteria denoted as "Performance Plus" (the 
modifier).  Performance Plus consists of Rate Comparison, 
Customer Service, Safety, and Cost Effectiveness. Each year 
management will recommend specific goals for the aforementioned 
criteria.  Associated with various levels of performance for 
each goal will be a certain number of award points.  The 
cumulative total of these points will determine the 
modification factor.  As seen below, achievement of Performance 
Plus can modify the award by +/- 20%, or eliminate the award if 
the threshold number of points is not achieved.


     Performance Plus       Performance Plus      Award modification
       Achievement              Points             as a % of Target
     ----------------       ----------------      ------------------
     Below Threshold          < 12 points                 0%

     Threshold                  12 points                80%

     Target                     24 points               100%

     Maximum                    40 points               120%

For performance at levels between Threshold and Target or 
between Target and Maximum award calculations will be 
interpolated on a linear basis.
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B.  Discretionary/Individual Component (25% Weight)

The individual component of total incentive compensation will be 
based on the individual's overall performance as measured against 
previously identified and agreed upon goals and objectives.  The 
award may vary between 0% and 150% of the individual performance 
portion of the target award, and will be determined and paid 
independently of Company financial performance.

Combining the previously mentioned components yields the following 
formula for determining annual incentive payouts:


Step 1            [ Base Salary   x   Eligible Target % ]

                  Multiplied by sum of step 2 and step 3

Step 2  [(ROC Award %  x   Performance Plus Modifier %)   x 75%]  

                                  Plus

Step 3                  [Discretionary %  x  25%]

                                 Equals

                         Annual Incentive Award

C.  The company intends to hold the proposed financial/operational 
performance standards constant for at least three years, with 
annual reviews to ensure reasonableness vis-a-vis external market 
conditions.  This is especially relevant with regard to the cost 
of capital, which is the key determinant of performance levels for 
the ROC measure.  The cost of capital should be re-examined if 
there is a 100 basis point increase/decrease in the 30-year 
Treasury bond rate.  (For example, based on the current rate of 
7.0%, an increase in rates to 8.0% or more or a decrease in rates 
to 6.0% or less would trigger a review of the cost of capital.)

D.  If the Compensation Committee of WICOR, Inc. determines that 
corporate performance was inadequate, it may exercise discretion 
to reduce or eliminate any or all bonus payments.


V.  Performance

Company performance goals will be for the 1998 calendar year.

VI.  Treatment of Acquisitions and Investments

A.  Acquisitions

The capitalized value (NOPAT/Target's Cost of Capital) of the 
acquired entity's last full year's NOPAT will be added to the 
capital base of the acquiring business unit in the month of 
acquisition.  The acquisition premium (defined as the excess of 
the purchase price over the capitalized value ) will be 
incorporated into the capital base at a rate of 20% per year 
starting at the beginning of the first calendar year after the 
acquisition.

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B.  Investments

The entire value of investments of an operating nature (capital 
expenditures) will be added to the capital base.  However, 
investments of a significant dollar amount, whose project life 
extends beyond ten years, will be reviewed by management for 
potential adjustments to the capital base (similar to the 
treatment for acquisitions).

VII.  Form and Timing of Award Payments

A.  Awards will be determined and paid as soon as practicable 
after the close of the Plan year.

B.  At each participant's discretion and with the concurrence of 
the Compensation committee of WICOR, Inc., awards may be paid 
in one of three ways:

1.  Lump sum.

2.  Partly in lump sum and the remainder in deferred annual 
installments.

3.  Completely in deferred annual installments.


C.  The Company will offer a deferred payment option to those 
officers who prefer not to receive their awards in current 
cash, following these guidelines:

1.  Deferred incentive award payments will be carried as an 
accrued liability with an interest rate (three-year 
treasury bill rate) credited each year.

2.  Deferred elections must be made prior to June 30, 1998, and 
a definite time period for deferral must be specified.

D.  Additionally, if performance significantly exceeds the maximum 
standard established, the Compensation Committee has the 
discretion to provide an incentive payout in excess of the 
maximum allowable payout.    However, any exceptional 
performance which qualifies for this award, must be a direct 
result of management efforts and not due to external factors 
beyond management's control.  Any awards in excess of the 
maximum payout opportunity would be paid in WICOR restricted 
stock which would vest ratably over five years. However, if a 
participant terminates employment due to death, retirement, or 
disability, any prior restricted stock awards made under this 
provision would become immediately vested.

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E.  In the event the company's overall ROC is negatively impacted 
by the inclusion of a newly acquired company's results, the 
compensation committee has the discretion to make a 
supplemental incentive payment.  The supplemental payment will 
be considered if the acquired company is meeting the financial 
projections established at the time of the acquisition and the 
officers of the acquiring entity would have otherwise received 
a higher incentive payment had it not been for the inclusion of 
the acquired entity's results.  The purpose of this 
supplemental incentive provision is to motivate officers to 
invest in value building projects.  The duration of the 
supplemental incentive period will be no more than three years.

VIII.  Implementation

A.  The effective date of the Plan is January 1, 1998.

IX.  Plan Administration

A.  Compensation Committee

1.  The Plan will be administered by the Compensation Committee 
of the Board of Directors of WICOR, Inc.

2.  The Committee's administration is subject to approval of 
the Board of Directors of WICOR, Inc.

3.  The decisions of the Board are final and binding on all 
Plan participants.

4.  The Board retains the right to terminate or amend the Plan 
as it may deem advisable.

B.  Partial Year Participation

1.  Participants must be employed by the Company on the last 
day of the Plan year in order to receive a bonus for that 
year.  However, once earned, a bonus will be paid to a 
participant regardless of whether he/she is employed by the 
company on the date payment is made.

2.  Awards for part year participants will be pro-rated based 
on the proportion of the year that the participant was in 
the Plan.  This includes participants who terminate 
employment due to death, disability or retirement.

3.  Participants who terminate employment with the Company 
prior to the last day of the plan year shall forfeit all 
rights to an incentive award payment under the Plan except 
for terminations due to death, retirement or disability.

4.  A participant is deemed to be disabled if he/she becomes 
eligible for benefits under the Company's Long Term 
Disability Plan.


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                                    Appendix 1

                                DEFINITION OF TERMS
                               Wisconsin Gas Company

NOPAT-Net Operating Profit After Taxes-is calculated as follows:

               Net Income per financial statements

    Plus the change in specific equity equivalents (net of tax):

 Uncollectible Reserve
 Regulatory Assets and liabilities (except for Environmental
   liability related)
 Injuries and Damage Reserve
 Assets or Liabilities for Deferred Compensation Plans
 Other Post Employee Benefits (Medical and Life Insurance)
Pension Expense (Qualified and non-Qualified)

    Plus interest expense (net of tax)

Capital - An approximation of the economic book value of cash invested.

  Capital is the sum of:

    Shareholders equity
 
    Long and short term debt
 
      Capital Equivalents (net of tax)

Measurement of capital employed is determined using a 13 month rolling 
average.