WISCONSIN GAS CO, S-3, 1995-10-20

WISCONSIN GAS CO
S-3, 1995-10-20
NATURAL GAS TRANSMISSION

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As filed with the Securities and Exchange Commission on October 20, 1995

Reg. No. 33-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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
Milwaukee, Wisconsin 53202
(414) 291-7000
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)

Joseph P. Wenzler
Vice President and
Chief Financial Officer
Wisconsin Gas Company
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 291-7000
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)

with a copy to:

Jere D. McGaffey, Esq. Jennifer R. Evans, Esq.
Foley & Lardner Steven J. Gray, Esq.
777 East Wisconsin Avenue Vedder, Price, Kaufman & Kammholz
Milwaukee, Wisconsin 53202 222 North La Salle Street
Chicago, Illinois 60601
_________________

Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [_]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. [X]

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]

________________________________________

CALCULATION OF REGISTRATION FEE

Title of Each Proposed Maximum
Class of Securities Aggregate Offering Amount of
to be Registered Price Registration Fee(1)
Notes $60,000,000 $20,690

(1) Calculated in accordance with Rule 457(o) under the Securities Act of
1933.

The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.

<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION
Dated October 20, 1995

PROSPECTUS SUPPLEMENT
(To Prospectus Dated , 1995)

Wisconsin Gas Company

% Notes due
______________________

Interest on the Notes is payable semi-annually on and
of each year, commencing , 1996. The Notes are not redeemable
by Wisconsin Gas Company (the "Company") prior to maturity. Ownership
of the Notes will be maintained only in book-entry form by or through
The Depository Trust Company, as Depositary. Beneficial owners
of the Notes will not have the right to receive physical
certificates evidencing their ownership except under
the limited circumstances described herein. See
"Description of the Notes - Permanent
Global Securities."
______________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

Underwriting
Price to Discounts and Proceeds to
Public (1) Commissions(2) Company (1)(3)
Per Note % % %
Total $ $ $

(1) Plus accrued interest from , 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933,
as amended.
(3) Before deduction of expenses payable by the Company, estimated at
$145,000.
______________________

The Notes are offered severally by the Underwriters, when, as and if
received and accepted by them, subject to their right to reject orders in
whole or in part and subject to certain other conditions. It is expected
that delivery of the Notes will be made in Milwaukee, Wisconsin, on or
about , 1995.
______________________
Dean Witter Reynolds Inc.
Robert W. Baird & Co.
Incorporated
A.G. Edwards & Sons, Inc.
, 1995

<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained or
incorporated by reference in this Prospectus Supplement or the Prospectus
and, if given or made, such information or representation must not be
relied upon as having been authorized. Neither this Prospectus Supplement
nor the Prospectus constitutes an offer to sell or the solicitation of an
offer to buy any securities other than the registered securities to which
it relates or an offer to sell or the solicitation of an offer to buy such
securities in any jurisdiction to any person to whom it is unlawful to
make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus Supplement or the Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company since the date
hereof or that the information is correct as of any time subsequent to its
date.
______________________

TABLE OF CONTENTS

Prospectus Supplement
Page

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . S-3
Description of the Notes . . . . . . . . . . . . . . . . . . . . . S-3
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . S-5

Prospectus
Available Information . . . . . . . . . . . . . . . . . . . . . . . . 3
Incorporation of Certain Documents by Reference . . . . . . . . . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Selected Financial Information . . . . . . . . . . . . . . . . . . . 4
Ratios of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . 5
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 12
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
______________________

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
NOTES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.

USE OF PROCEEDS

The net proceeds from the sale of the Notes will be used for the
redemption of $50,000,000 aggregate principal amount of the Company's
outstanding 9 % Notes due 1997. The remainder of the net proceeds
(approximately $ ) will be used to retire short-term debt which
was incurred for working capital purposes. As of September 30, 1995, the
average weighted interest rate on the short-term debt to be repaid was
5.9% per annum.

DESCRIPTION OF THE NOTES

The following description of the particular terms of the Notes
offered hereby supplements and should be read in conjunction with the
statements under "Description of the Notes" in the accompanying
Prospectus.

General

The Notes will be issued under an Indenture (the "Indenture"), dated
as of September 1, 1990, between the Company and Firstar Trust Company, as
Trustee (the "Trustee").

The Notes will be unsecured obligations of the Company and will
mature on . Interest on the Notes will accrue at the
rate of % per annum will be payable semi-annually on each interest
payment date ( and of each year) commencing
, 1996 . Interest will be computed on the basis of a 360-day
year of twelve 30-day months. Interest on each Note will be payable to
the person in whose name the Note (or any predecessor Note) is registered
at the close of business on the regular record date (the or
next preceding each interest payment date). Principal of and
interest on the Notes will be payable in Milwaukee, Wisconsin.

The Notes are not redeemable by the Company prior to maturity and are
not entitled to any sinking fund.

Permanent Global Securities

Upon issuance, all Notes will be represented by one or more fully
registered global securities (the "Global Securities"). Each such Global
Security will be deposited with, or on behalf of, The Depository Trust
Company, as Depositary, registered in the name of the Depositary or a
nominee thereof. Unless and until it is exchanged in whole or in part for
Notes in definitive form, no Global Security may be transferred except as
a whole by the Depositary to a nominee of such Depositary or by a nominee
of the Depositary to the Depositary or another nominee of the Depositary.

The Depositary has advised the Company as follows: The Depositary is
a limited-purpose trust company organized under the New York Banking Law,
a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depositary holds securities that
its participants ("Participants") deposit with it. The Depositary also
facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participant's accounts, thereby
eliminating the need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers (including the
Underwriters), banks, trust companies, clearing corporations, and certain
other organizations. The Depositary is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc.
Access to the Depositary book-entry system is also available to others,
such as brokers and dealers, banks, and trust companies that clear through
or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The rules applicable to
the Depositary and its Participants are on file with the Securities and
Exchange Commission.

Purchases of Notes must be made by or through Direct Participants,
which will receive a credit for the Notes on the Depositary's records.
The ownership interest of each actual purchaser of each Note ("Beneficial
Owner") is in turn to be recorded on the Direct and Indirect Participants'
records. Beneficial Owners will not receive written confirmation from the
Depositary of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as
well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the
transaction. Ownership of beneficial interests in such Global Security
will be shown on, and the transfer of such ownership interests will be
effected only through, records maintained by the Depositary (with respect
to interests of Direct Participants) and on the records of Participants
(with respect to interests of persons held through Participants). The
laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of such securities in definitive form.
Such laws may impair the ability to own, transfer or pledge beneficial
interests in Global Securities.

So long as the Depositary, or its nominee, is the registered owner of
a Global Security, the Depositary or its nominee, as the case may be, will
be considered the sole owner or Holder of such Global Security and the
Notes represented thereby for all purposes under the Notes and the
Indenture. Except in limited circumstances as described below, Beneficial
Owners in a Global Security will not be entitled to have such Global
Security or the Notes represented thereby registered in their names, will
not receive or be entitled to receive physical delivery of certificates
representing the Notes in exchange therefor and will not be considered the
owners or Holders thereof under the Notes or the Indenture. Accordingly,
each Person owning a beneficial interest in a Global Security must rely on
the procedures of the Depositary and, if such Person is not a Direct
Participant, on the procedures of the Participant through which such
Person owns its interest, to exercise any rights of a Holder under the
Indenture. The Company understands that under existing industry
practices, in the event that the Company requests any action of Holders or
that an owner of a beneficial interest in such a Global Security desires
to give or take any action which a Holder is entitled to give or take
under the Indenture, the Depositary would authorize the Participants
holding the relevant beneficial interests to give or take such action, and
such Participants would authorize Beneficial Owners owning through such
Participants to give or take such action or would otherwise act upon the
instructions of Beneficial Owners. Conveyance of notices and other
communications by the Depositary to Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to
any statutory or regulatory requirements as may be in effect from time to
time.

Payment of the principal of, and amounts payable on any interest
payment date with respect to, Notes registered in the name of the
Depositary or its nominee will be made to the Depositary or its nominee,
as the case may be, as the Holder of the Global Securities representing
such Notes. None of the Company, the Trustee or any other agent of the
Company or the Trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of
beneficial ownership interests in the Global Securities or for supervising
or reviewing any records relating to such beneficial ownership interests.
The Company expects that the Depositary, upon receipt of any payment of
principal or amounts payable on any interest payment date in respect of a
Global Security, will credit the accounts of the Direct Participants with
payment in amounts proportionate to their respective holdings in principal
amount of beneficial interest in such Global Security as shown on the
records of the Depositary. The Company also expects that payments by
Participants to Beneficial Owners will be governed by standing customer
instructions and customary practices, as is now the case with securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participants.

If (x) the Depositary is at any time unwilling or unable to continue
as Depositary or if at any time the Depositary ceases to be a "clearing
agency" registered under the Securities Exchange Act of 1934, as amended,
at a time when the Depositary is required to be so registered in order to
act as Depositary, (y) the Company executes and delivers to the Trustee a
Company Order to the effect that the Global Securities shall be
exchangeable or (z) an Event of Default has occurred and is continuing
with respect to the Notes, the Global Securities will be exchangeable for
Notes in definitive form of like tenor and of an equal aggregate principal
amount, in denominations of $1,000 and integral multiples thereof. Such
definitive Notes shall be registered in such name or names as the
Depositary shall instruct the Trustee. It is expected that such
instructions would be based upon directions received by the Depositary
from Participants with respect to ownership of beneficial interests in
such Global Securities.

UNDERWRITING

Dean Witter Reynolds Inc., Robert W. Baird & Co. Incorporated and
A.G. Edwards & Sons, Inc. have severally agreed, subject to the terms and
conditions of the Underwriting Agreement, to purchase from the Company the
respective principal amounts of Notes set forth opposite their respective
names below.

Principal
Underwriters Amount
Dean Witter Reynolds Inc. . . . . . . . . . $
Robert W. Baird & Co. Incorporated . . . .
A.G. Edwards & Sons, Inc. . . . . . . . . . __________

Total . . . . . . . . . . . . . . . . $
===========

The Underwriting Agreement provides that the obligations of the
Underwriters thereunder are subject to the approval of certain legal
matters by counsel and to various other conditions. The nature of the
Underwriters' obligations is such that they are committed to purchase all
of the Notes offered hereby if any are purchased.

The Company has been advised by the Underwriters that they propose to
offer the Notes to the public initially at the offering price set forth on
the cover page of this Prospectus Supplement and to certain dealers at
that price, less a concession not in excess of % of the principal
amount of the Notes. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of % of the principal amount of
the Notes to certain other dealers. After the initial offering to the
public, the offering price and other selling terms may be varied by the
Underwriters.

The Company has not applied for listing of the Notes on any
securities exchange. The Notes are a new issue of securities with no
established trading market. The Company has been advised by the
Underwriters that they presently intend to make a market in the Notes
offered hereby; however, they are not obligated to do so and any market
making may be discontinued at any time without notice. No assurance can
be given as to the development or liquidity of a trading market for the
Notes.

The Company has agreed to indemnify the Underwriters against certain
civil liabilities, including liabilities under the Securities Act of 1933,
as amended, or to contribute to payments the Underwriters may be required
to make in respect thereof.

SUBJECT TO COMPLETION
Dated October 20, 1995

$60,000,000

WISCONSIN GAS COMPANY

Notes
___________

Wisconsin Gas Company (the "Company") may from time to time offer, in one
or more series, up to $60 million aggregate principal amount of its
unsecured notes or debentures (the "Notes") or, if Notes are issued at an
original issue discount, such higher principal amount as may be sold for
an aggregate initial public offering price of up to $60 million. The Notes
will be offered to the public on terms determined at the time or times of
sale. An accompanying supplement to this Prospectus (the "Prospectus
Supplement") sets forth the specific terms and conditions of the Notes
offered thereby. These terms and conditions may include, but are not
limited to, the title, aggregate principal amount, denominations,
maturity, rate (which may be fixed or variable) and time of payment of
interest, any terms for redemption, any terms for sinking fund
payment(s), any listing on a registered national securities exchange and
the initial public offering price.

The Company may sell the Notes to or through underwriters (which may
include Dean Witter Reynolds Inc., Robert W. Baird & Co. Incorporated and
A.G. Edwards & Sons, Inc.) or dealers, and may also sell the Notes
directly to other purchasers or through agents designated from time to
time by the Company. See "Plan of Distribution." The names of such
underwriters, dealers or agents, any applicable commissions or discounts
and the net proceeds to the Company from the sale of the Notes are set
forth in the accompanying Prospectus Supplement.
_____________

The issue and sale of the Notes are subject to the prior approval and
authorization of the Public Service Commission of Wisconsin, which will
be obtained prior to the sale of the Notes.
_____________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

_____________

Dean Witter Reynolds Inc.
Robert W. Baird & Co.
Incorporated
A.G. Edwards & Sons, Inc.

, 1995

<PAGE>
The Company has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended, with respect to the Notes. This
Prospectus does not contain all of the information set forth in such
Registration Statement, certain parts of which have been omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is made to such Registration Statement.

________________________

No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the registered
securities to which it relates or an offer to sell or the solicitation of
an offer to buy such securities in any jurisdiction to any person to whom
it is unlawful to make such offer or solicitation in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information is correct as of any time subsequent to its date.
________________________

TABLE OF CONTENTS
Page

Available Information . . . . . . . . . . . . . . . . . . . . . . . . . 3

Incorporation of Certain Documents by Reference . . . . . . . . . . . . 3

The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Selected Financial Information . . . . . . . . . . . . . . . . . . . . 4

Ratios of Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . 5

Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . 5

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . 12

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Commission. Such reports and other information filed by the Company can
be inspected and copied at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following Regional Offices of the Commission: Midwest
Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Northeast Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the
Commission (File No. 1-7530) pursuant to the Exchange Act are hereby
incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.

2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31 and June 30, 1995.

All documents filed subsequently by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of the Notes shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from
the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon the written or oral request of any such person, a copy of
any or all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference (not including exhibits to
such documents unless such exhibits are specifically incorporated by
reference into such documents). Requests should be directed to Robert A.
Nuernberg, Vice President-Corporate Relations and Secretary, Wisconsin Gas
Company, 626 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 (Telephone:
(414) 291-7000).

THE COMPANY

The Company is a Wisconsin corporation and a wholly owned
subsidiary of WICOR, Inc. ("WICOR"). The Company is the largest
distributor of natural gas in Wisconsin, where all of its business is
conducted. At December 31, 1994, the Company distributed gas to
approximately 495,000 residential, commercial and industrial customers in
496 communities throughout Wisconsin with an approximate population of
1,458,000 based on 1994 estimates provided by the State of Wisconsin. The
Company is subject to the jurisdiction of the Public Service Commission of
Wisconsin as to various phases of its operations, including rates, service
and issuance of securities.

The Company's principal executive offices are located at 626
East Wisconsin Avenue, Milwaukee, Wisconsin 53202, and its telephone
number is (414) 291-7000.

USE OF PROCEEDS

The net proceeds from the sale of the Notes offered hereby will
be added to the general funds of the Company and used for general
corporate purposes. Net proceeds from the sale of the Notes may,
depending on market conditions, be used to discharge outstanding debt of
the Company. The debt to be discharged, if any, is described in the
applicable Prospectus Supplement.

SELECTED FINANCIAL INFORMATION

Set forth below is selected financial information for the
Company as of and for the twelve months ended June 30, 1995 (unaudited)
and for the year ended December 31, 1994, respectively.

Twelve Months Ended
June 30, December 31,
1995 1994
(Unaudited)
(Thousands of Dollars)

Operating Revenues . . . . . . . $501,559 $556,587
Operating Income . . . . . . . . $ 45,511 $ 44,364
Net Income . . . . . . . . . . . $ 19,272 $ 18,896

As of June 30, 1995
(Uanaudited)
(Thousands of Dollars)
Capitalization:

Long-Term Debt*
First Mortgage Bonds . . . . $ 8,000
Notes . . . . . . . . . . . 135,000
--------
143,000

Common Stockholder's Equity . . 195,957
-------
Total . . . . . . . . . . . $338,957
========
_______________

*Excludes current portion of, and does not reflect unamortized discount
and expense relating to, outstanding long-term debt.

RATIOS OF EARNINGS TO FIXED CHARGES

Set forth below are the ratios of earnings to fixed charges
(unaudited) for the Company for the twelve months ended June 30, 1995 and
for the last five years:

Twelve Months Year Ended December 31,
Ended
June 30, 1995 1994 1993 1992 1991 1990

2.97 2.89 2.92 2.77 2.96 2.48

The ratio of earnings to fixed charges for the six months ended
June 30, 1995 was 5.46. For the purpose of computing the ratios of
earnings to fixed charges, earnings have been calculated by adding to
income before interest expense, Federal and state income taxes and the
estimated interest component of rentals. Fixed charges represent interest
expense, amortization of debt discount, premium and expense and the
estimated interest component of rentals.

DESCRIPTION OF THE NOTES

General

The Notes will be issued under an Indenture, dated as of
September 1, 1990 (the "Note Indenture"), between the Company and Firstar
Trust Company (the "Note Trustee"). The Note Indenture does not limit the
aggregate principal amount of notes which may be issued thereunder and
provides that notes may be issued from time to time in one or more series
pursuant to the terms of one or more Officers' Certificates or
supplemental indentures creating such series. As of the date of this
Prospectus, there are three series of notes outstanding under the Note
Indenture.

The following statements are a summary only, do not purport to
be complete, and are subject to the detailed provisions of the Note
Indenture and any Officers' Certificates or any supplemental indentures
relating thereto (copies of which have been or will be filed with the
Commission) to which reference is hereby made. This summary incorporates
by reference certain sections of the Note Indenture and is qualified in
its entirety by such reference. Terms defined in the Note Indenture are
used in this summary without definition.

Terms

Reference is made to the applicable Prospectus Supplement
relating to the Notes of any series for the following terms thereof, among
others: (i) the title of the Notes; (ii) any limit on the aggregate
principal amount of the Notes; (iii) the person to whom any interest on
the Notes shall be payable if other than the registered Holder; (iv) the
date or dates on which the principal of the Notes will be payable; (v) the
rate or rates (which may be fixed or variable) per annum or otherwise at
which the Notes will bear interest, if any, or the method by which such
rate or rates shall be determined and the dates from which such interest,
if any, will accrue; (vi) the times at which any such interest will be
payable and the Record Dates for such payments of interest; (vii) the
dates, if any, on which and the price or prices at which the Notes may,
pursuant to any mandatory or optional sinking fund or analogous
provision(s), be purchased or redeemed by the Company and other detailed
terms and provisions of any such sinking fund or analogous provision;
(viii) the date, if any, after which and the price or prices at which the
Notes may, pursuant to any optional redemption provision(s), be redeemed
at the option of the Company or of the Holder thereof and other detailed
terms and provisions of any such optional redemption; (ix) the place or
places where the principal of and premium (if any) and interest on the
Notes shall be payable; (x) whether the provisions of the Note Indenture
relating to the defeasance of the Notes will not be applicable to the
Notes; (xi) whether any of the Notes are to be issuable in temporary or,
in whole or in part, permanent global form; (xii) any additional
restrictive covenants included for the benefit of Holders of Notes; (xiii)
any additional Events of Default with respect to the Notes; and (xiv) any
other terms of the Notes not inconsistent with the provisions of the Note
Indenture. (Sections 301 and 901)

Unless otherwise indicated in the Prospectus Supplement relating
thereto, the Notes will be issued in fully registered form, without
coupons, in denominations of $1,000 or any multiple of $1,000. At any
time and from time to time the Company may deliver Notes executed by the
Company to the Note Trustee for authentication and, subject to the
conditions set forth in the Note Indenture, the Note Trustee shall
authenticate and deliver such Notes as provided in the Note Indenture. No
Note shall be entitled to any benefit under the Note Indenture or be valid
or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for in
the Note Indenture. All Notes shall be dated the date of their
authentication. (Sections 301 and 303) Unless otherwise indicated in the
Prospectus Supplement relating thereto, principal of and premium (if any)
and interest on the Notes will be payable at an office maintained by the
Note Trustee for such purpose in New York, New York and the Notes will be
exchangeable and transfers thereof will be registerable at the principal
corporate trust office of the Note Trustee in Milwaukee, Wisconsin,
provided that, at the option of the Company, payment of interest may be
made by check mailed to the address of the Person entitled thereto as it
appears in the Note Register. (Sections 202, 305 and 1002) Notes may be
exchanged for a like aggregate principal amount of Notes of other
authorized denominations without service charge, except for any tax or
other governmental charge that may be imposed. (Section 305) Interest on
each Note (with limited exceptions as provided in the Note Indenture) will
be paid to the person in whose name such Note is registered at the close
of business on the applicable Regular Record Date specified in the Note.
(Section 307) The Notes of any series, if so specified with respect to a
particular series, may be issued in permanent global form. See "Permanent
Global Notes."

The Notes will be unsecured and will rank equally with the
Company's outstanding unsecured indebtedness. Substantially all of the
properties and franchises of the Company are subject to the lien of an
Indenture of Mortgage and Deed of Trust, dated as of November 1, 1950 (the
"First Mortgage Indenture"), between the Company and Mellon Bank, N.A.,
Pittsburgh, Pennsylvania and Theodore Kravits, successor to D. A. Hazlett,
as Trustees. As of the date of this Prospectus, one series of the
Company's first mortgage bonds (the "First Mortgage Bonds") is outstanding
under the First Mortgage Indenture.

Notes may be issued under the Note Indenture as Original Issue
Discount Notes to be offered and sold at a discount from the principal
amount thereof. Special Federal income tax accounting and other
considerations applicable to any such Original Issue Discount Notes and
not described in this Prospectus will be described in the Prospectus
Supplement relating thereto. "Original Issue Discount Note" means any
Note which provides for an amount less than the principal amount thereof
to be due and payable upon the declaration of acceleration of the Maturity
thereof upon the occurrence of an Event of Default and during the
continuation thereof. (Section 101)

Permanent Global Notes

If any Notes of a series are issuable in permanent global form,
the Prospectus Supplement relating thereto will describe the
circumstances, if any, under which beneficial owners of interests in any
such permanent global Note may exchange such interests for Notes of such
series and like tenor of any authorized form and denomination. Principal
of and premium (if any) and interest on a permanent global Note will be
payable in the manner described in the Prospectus Supplement relating
thereto. (Section 203)

Restrictive Covenants

The Note Indenture does not limit the amount of unsecured debt
that the Company can incur. The Note Indenture also does not expressly
address the effect on the Holders of a highly leveraged transaction,
however structured. As discussed below, however, the limitations on the
Company's ability to create liens, to issue additional First Mortgage
Bonds and to enter into Sale and Leaseback Transactions provide some
protection to the Holders in such an event.

Limitations on Liens. The Note Indenture provides that, so long
as any notes of any series remain Outstanding thereunder, the Company will
not, and will not permit any Subsidiary to, create or suffer to be created
or to exist any mortgage on, pledge of, or other lien on or security
interest in, any of its properties or assets now owned or hereafter
acquired to secure any indebtedness, without making effective provision
whereby such notes shall be equally and ratably secured; except that this
restriction does not apply to or prevent (i) the First Mortgage Indenture
securing the First Mortgage Bonds issued prior to the date of the Note
Indenture, or any indenture supplemental to the First Mortgage Indenture
subjecting any property to the lien thereof or confirming the lien thereof
upon any property, whether owned before or acquired after the date of the
Note Indenture; (ii) mortgages on property existing at the time of
acquisition or construction of such property (or created within one year
after completion of such acquisition or construction), whether by
purchase, merger, construction or otherwise (or on the property of a
Subsidiary at the date it became a Subsidiary), or to secure the payment
of all or any part of the purchase price or construction cost thereof
including the extension of any such mortgages to repairs, renewals,
replacements, substitutions, betterments, additions, extensions and
improvements then or thereafter made on the property subject thereto;
(iii) any extensions, renewals or replacements (or successive extensions,
renewals or replacements), in whole or in part, of mortgages permitted by
the foregoing clauses (i) and (ii); (iv) the pledge of any bonds or other
securities at any time issued under any of the mortgages permitted by
clauses (i), (ii) and (iii) above; or (v) Permitted Encumbrances.
(Section 1004) "Permitted Encumbrances" include, among other items, (a)
the pledge or assignment in the ordinary course of business of gas
inventory, accounts receivable or customers' installment paper, and (b)
encumbrances not otherwise permitted if, at the incurrence of and after
giving effect thereto, the aggregate of all obligations of the Company
secured thereby, together with the aggregate net proceeds received by the
Company in respect of certain outstanding Sale and Leaseback Transactions
permitted under the Indenture, does not exceed 10% of Consolidated
Tangible Net Worth. (Section 101)

Limitation on First Mortgage Bonds. The Note Indenture provides
that, so long as any notes of any series remain Outstanding thereunder,
the Company will not issue any additional First Mortgage Bonds under the
First Mortgage Indenture or any indenture supplemental thereto, except in
connection with transfers, exchanges, replacements, substitutions or
reissues of First Mortgage Bonds of any series issued by the Company prior
to the date of the Note Indenture. (Section 1006)

Limitations on Sales and Leasebacks. The Note Indenture
provides that, so long as there are notes of any series Outstanding
thereunder, the Company will not enter into a Sale and Leaseback
Transaction for a term (including renewals) of more than three years with
respect to any Principal Property acquired or placed into service more
than 180 days before the effective date of such lease arrangement unless
(i) the lessee would be entitled to incur indebtedness secured by a
mortgage on such Principal Property in a principal amount equal to the net
proceeds received by such lessee in respect of such Sale and Leaseback
Transaction without equally and ratably securing the notes or (ii) the
Company retires, or causes to be retired, within 120 days of the effective
date of the Sale and Leaseback Transaction, Funded Debt which is senior to
or on parity with the notes in an amount equal to the net proceeds
received by the Company with respect to such Sale and Leaseback
Transaction. (Section 1005)

Modification and Waiver

The Note Indenture provides that the rights and obligations of
the Company and the rights of Holders of the notes under the Note
Indenture may be substantially modified by the Company and the Note
Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Outstanding notes of each series affected thereby;
but no such modification may be made which would change the fixed maturity
or reduce the principal amount of any note, or reduce the rate or change
the time of payment of interest thereon, or reduce any premium payable
upon the redemption thereof; or reduce the amount of principal of an
Original Issue Discount Note payable upon acceleration of the Maturity
thereof; or impair the right to institute suit thereon or change any Place
of Payment where, or currency in which, the note or interest thereon is
payable; or reduce the above-stated percentage of notes, the consent of
the Holders of which is required to substantially modify or alter the Note
Indenture; or modify any of the provisions of the Note Indenture dealing
with waiver of past defaults, without the consent of the Holder of each
Outstanding note so affected. (Section 902)

The Holders of a majority in principal amount of the Outstanding
notes of each affected series may on behalf of the Holders of all notes of
such series waive, insofar as such series is concerned, compliance by the
Company with certain restrictive covenants of the Note Indenture.
(Section 1009) The Holders of a majority in principal amount of the
Outstanding notes of any series may on behalf of the Holders of all notes
of that series waive any past default under the Note Indenture with
respect to that series of notes, except a default in the payment of the
principal of or premium (if any) or any interest on any note of that
series or in respect of a provision which under the Note Indenture cannot
be modified or amended without the consent of the Holder of each
Outstanding note of that series. (Section 513)

Consolidation, Merger and Sale of Assets

Nothing in the Note Indenture or in the notes of any series
shall prevent the consolidation or merger of the Company with or into any
other Person, or the merger into the Company of any other Person, or the
sale by the Company of its property and assets substantially as an
entirety, or otherwise; provided, however, that (i) (x) the corporation
resulting from such consolidation, (y) any corporation other than the
Company into which such merger shall be made, or (z) the corporation to
which such property and assets shall be sold, shall expressly assume the
due and punctual payment of the principal or premium (if any) and interest
on all the notes of any series then outstanding and the performance and
observance of all covenants and conditions of the Note Indenture on the
part of the Company to be performed or observed; (ii) immediately after
giving effect to such transaction, no Event of Default, and no event
which, after notice or lapse of time, or both, would become an Event of
Default, shall have happened and be continuing; and (iii) certain other
conditions are met. (Section 801)

Concerning the Note Trustee

It is expected that the Note Trustee will act as paying agent
with respect to the Notes. The Company has a borrowing arrangement with
an affiliate of the Note Trustee. In addition, Thomas F. Schrader, a
director and the President and Chief Executive Officer of the Company, is
a director of the Note Trustee. Daniel F. McKeithan, Jr. and Guy A.
Osborn, directors of the Company, are directors of the Note Trustee's
parent corporation.

Events of Default and Rights upon Default

The Note Indenture provides that the following constitute Events
of Default with respect to the notes of any series:

(a) default in the payment of any interest upon any note of that
series when it becomes due and payable, and continuance of such
default for a period of 30 days;

(b) default in the payment of the principal of (or premium, if
any, on) any note of that series at its Maturity;

(c) default in the payment of any sinking fund payment or
similar payment with respect to the notes of that series when and as
payable, and continuance of such default for a period of 30 days;

(d) default in the performance, or breach, of any covenant or
warranty of the Company in the Note Indenture (other than a covenant
or warranty a default in whose performance or whose breach is
elsewhere in Section 501 of the Note Indenture specifically dealt
with or which has been expressly included in the Note Indenture
solely for the benefit of notes of a series other than that series),
and continuance of such default or breach for a period of 90 days
after notice to the Company by the Note Trustee or to the Company and
the Note Trustee by the holders of at least 25% in principal amount
of the Outstanding notes of that series;

(e) the entry of a decree or order in bankruptcy, receivership
or similar proceedings initiated against the Company, and the
continuance of any such decree or order for a period of 60
consecutive days;

(f) the institution by the Company of, or the consent of the
Company to, the institution of bankruptcy, insolvency or similar
proceedings against the Company; and

(g) any other Event of Default provided with respect to notes of
that series. (Section 501)

The Note Indenture provides that within 90 days after the
occurrence of any default under the Note Indenture which is known to the
Note Trustee, the Note Trustee shall furnish notice of such default to all
Holders of all series of notes affected, unless such default shall have
been cured or waived; provided that, except in the case of a default in
the payment of the principal of or premium (if any) or interest on any
note of such series or in the payment of any sinking fund or similar
payment, the Note Trustee may withhold such notice if and so long as the
Note Trustee in good faith determines that the withholding of such notice
is in the interests of the Holders of notes of such series; and provided,
further, that in the case of any default in the performance, or breach, of
any covenant or warranty of the Company in the Note Indenture no such
notice to Holders shall be given until at least 60 days after the
occurrence thereof. (Section 602)

If an Event of Default occurs with respect to notes of any
series and is continuing, the Note Trustee or the holders of 25% in
principal amount of the Outstanding notes of that series may declare the
principal of all the notes of that series (or, if the notes of that series
are Original Issue Discount Notes, such portion of the principal amount as
may be specified in the terms of that series) to be immediately due and
payable. A majority in principal amount of the Outstanding notes of that
series may rescind and annul such declaration if the default has been
cured. (Section 502) Reference is made to the Prospectus Supplement
relating to any series or portion of any series of notes which are
Original Issue Discount Notes for the particular provisions relating to
acceleration of the Maturity of a portion of the principal amount of such
Original Issue Discount Notes upon the occurrence of an Event of Default
and the continuation thereof.

If an Event of Default occurs and is continuing, the Note
Trustee may in its discretion proceed to protect and enforce its rights
and the rights of the Holders of notes by such appropriate judicial
proceedings as the Note Trustee shall deem most effectual. (Section 503)

The Note Indenture provides that the Holders of a majority in
principal amount of the Outstanding notes of all series affected have the
right to direct the time, method and place of conducting any proceeding
for any remedy available to the Note Trustee or exercising any trust or
power conferred on the Note Trustee. (Section 512) The Note Trustee is
not obligated to comply with any request or direction of Holders of notes
pursuant to the Note Indenture unless it has been offered indemnity
against costs and liabilities which it might incur in complying with such
request or direction. (Section 603)

No Holder of any note of any series will have any right to
institute any proceeding with respect to the Note Indenture or for any
remedy thereunder, unless such Holder shall have previously given to the
Note Trustee written notice of a continuing Event of Default with respect
to notes of that series and unless also the Holders of at least 25% in
principal amount of the Outstanding notes of that series shall have made
written request, and offered reasonable security or indemnity, to the Note
Trustee to institute such proceeding as trustee, and the Note Trustee
shall not have received from the Holders of a majority in principal amount
of the Outstanding notes of that series a direction inconsistent with such
request and shall have failed to institute such proceeding within 90 days.
(Section 507) However, the Holder of any note will have an absolute right
to receive payment of the principal of and premium (if any) and any
interest on such note on or after the due dates expressed in such note and
to institute suit for the enforcement of any such payment. (Section 508)

Defeasance, Satisfaction and Discharge Prior to Maturity or Redemption

Defeasance of any Series. Unless otherwise provided with
respect to any series of notes, if the Company shall deposit with the Note
Trustee, in trust, at or before maturity or redemption, lawful money or
direct obligations of the United States of America or obligations the
principal of and interest on which are guaranteed by the United States of
America in such amounts and maturing at such times that the proceeds of
such obligations to be received upon the respective maturities and
interest payment dates of such obligations will provide funds sufficient,
in the opinion of a nationally-recognized firm of independent public
accountants, to pay when due the principal and premium (if any) and
interest to Maturity or to the Redemption Date, as the case may be, with
respect to any series of Outstanding notes, then the Company may cease to
comply as to such series with the terms of the Note Indenture, including
the restrictive covenants described under "Restrictive Covenants -
Limitations on Liens," " - Limitation on First Mortgage Bonds" and " -
Limitation on Sales and Leasebacks" above and the Events of Default
described in clause (d) under "Events of Default and Rights upon Default"
above, except for (1) the Company's obligation to pay duly and punctually
the principal of and premium (if any) and interest on such series of notes
if the notes are not paid from the money or securities held by the Note
Trustee, (2) the Events of Default described in clauses (a), (b), (c), (e)
and (f) under "Events of Default and Rights upon Default" above, and (3)
certain other provisions of the Note Indenture including, among others,
those relating to registration, transfer and exchange, lost or stolen
notes, and maintenance of Place of Payment. Defeasance of notes of any
series is subject to the satisfaction of certain specified conditions,
including, among others, the absence of an Event of Default at the date of
the deposit. (Section 402)

Satisfaction and Discharge of any Series. Upon the deposit of
money or securities contemplated above and the satisfaction of certain
conditions, the Company may also cease to comply with its obligation duly
and punctually to pay the principal of and premium (if any) and interest
on a particular series of notes, or with any Events of Default with
respect thereto, and thereafter the Holders of such series of notes shall
be entitled only to payment out of the money or securities deposited with
the Note Trustee. Such conditions include, among others, except in
certain limited circumstances involving a deposit made within one year of
Maturity or the Redemption Date, (i) the absence of any Event of Default
at the date of deposit or on the 91st day thereafter, (ii) the delivery to
the Note Trustee by the Company of an opinion of nationally-recognized tax
counsel, or receipt by the Company from, or publication of a ruling by,
the Internal Revenue Service, to the effect that Holders of the notes of
such series will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit and discharge and will be subject to
Federal income tax on the same amounts and in the same manner and at the
same times as would have been the case if such deposit and discharge had
not occurred, and (iii) that such satisfaction and discharge will not
result in the delisting of the notes of that series from any nationally-
recognized exchange on which they are listed. (Section 401)

Federal Income Tax Consequences. Under current Federal income
tax law, the deposit and defeasance described above under "Defeasance of
any Series" will not result in a taxable event to any Holder of notes or
otherwise affect the Federal income tax consequences of an investment in
the notes of any series.

The Federal income tax treatment of the deposit and discharge
described above under "Satisfaction and Discharge of any Series" is not
clear. A deposit and discharge may be treated as a taxable exchange of
such notes for beneficial interests in the trust consisting of the
deposited money or securities. In that event, a Holder of notes may be
required to recognize gain or loss equal to the difference between the
Holder's adjusted basis for the notes and the fair market value of the
Holder's beneficial interest in such trust. Thereafter, such Holder may
be required to include in income a share of the income, gain and loss of
the trust. As described above, it is generally a condition to such a
deposit and discharge to obtain an opinion of tax counsel, or receipt by
the Company from, or publication of a ruling by, the Internal Revenue
Service, to the effect that such deposit and discharge will not alter the
Holders' tax consequences that would have been applicable in the absence
of the deposit and discharge. Purchasers of the Notes should consult
their own advisors with respect to the tax consequences to them of such
deposit and discharge, including the applicability and effect of tax laws
other than Federal income tax law.

Statement as to Compliance With Provisions of Note Indenture

The Company will deliver to the Note Trustee, within 120 days
after the end of each fiscal year, a written statement that (i) a review
of the activities of the Company during such year and of its performance
under the Note Indenture has been made and (ii) to the best knowledge of
the officers signing such written statement, based on such review, the
Company has fulfilled all its obligations under the Note Indenture
throughout such year, or, if there has been a default in the fulfillment
of any such obligation, specifying each such default known to such
officers and the nature and status thereof. (Section 1007)

PLAN OF DISTRIBUTION

The Company may sell the Notes in one or more of the following
ways: (i) through underwriters or dealers; (ii) directly to a limited
number of purchasers or to a single purchaser; or (iii) through agents.
The Prospectus Supplement with respect to the Notes sets forth, among
other things, the terms of the offering of the Notes, including the name
or names of the underwriters, dealers or agents, the purchase price of the
Notes and proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters' or agents'
compensation and any discounts and commissions allowed or reallowed or
paid to dealers and any registered securities exchanges on which the Notes
may be listed. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from
time to time.

If the Notes are sold to underwriters, the Prospectus Supplement
relating thereto describes the nature of the obligation of the
underwriters to purchase and pay for the Notes. The Notes may be offered
to the public either through an underwriting syndicate represented by Dean
Witter Reynolds Inc., Robert W. Baird & Co. Incorporated and A.G. Edwards
& Sons, Inc. as managing underwriters, or directly by such firms acting as
underwriters. The underwriter or underwriters with respect to a
particular underwritten offering of the Notes will be named in the
Prospectus Supplement relating to such offering, and if an underwriting
syndicate is used, the managing underwriter or underwriters will be set
forth on the cover of such Prospectus Supplement. Unless otherwise set
forth in the Prospectus Supplement, the obligations of underwriters to
purchase the Notes will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all of the Notes if any are
purchased.

The Notes may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the
offer or sale of the Notes in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company to
such agent will be set forth, in the Prospectus Supplement relating
thereto. Unless otherwise indicated in the Prospectus Supplement, any
such agent is acting on a best efforts basis for the period of its
employment.

Underwriters or agents designated by the Company in connection
with the distribution of the Notes may be entitled to indemnification by
the Company against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or to contribution with respect to
payments which the underwriters or agents may be required to make in
respect thereof.

In the event that the Notes are not listed on a registered
national securities exchange, certain broker-dealers may make a market in
the Notes, but will not be obligated to do so and may discontinue any
market-making at any time without notice. No assurance can be given that
any broker-dealer will make a market in the Notes or as to the liquidity
of the trading market for the Notes, whether or not the Notes are listed
on a registered national securities exchange. The Prospectus Supplement
with respect to the Notes states, if known, whether or not any
broker-dealer intends to make a market in the Notes. If no such
determination has been made, the Prospectus Supplement so states.

LEGAL MATTERS

Legal matters with respect to the Notes will be passed upon for
the Company by Foley & Lardner, Milwaukee, Wisconsin. Certain legal
matters will be passed upon for the underwriters, dealers, purchasers or
agents by Vedder, Price, Kaufman & Kammholz, Chicago, Illinois. Jere D.
McGaffey, a partner of Foley & Lardner, is a director of the Company and
its parent WICOR. As of September 30, 1995, Foley & Lardner attorneys who
participated in the preparation of this Prospectus, including Mr.
McGaffey, beneficially owned an aggregate of 9,045 shares of WICOR common
stock.

EXPERTS

The financial statements and schedules included in the Company's
Annual Report on Form 10-K, for the year ended December 31, 1994,
incorporated by reference in this Prospectus and in the Registration
Statement, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
auditing and accounting in giving such reports.

<PAGE>

WISCONSIN GAS
COMPANY

$60,000,000

PROSPECTUS
SUPPLEMENT

DEAN WITTER REYNOLDS INC.

ROBERT W. BAIRD & CO.
Incorporated

A.G. EDWARDS & SONS, INC.

, 1995
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The expenses in connection with the issuance and distribution of
the securities covered hereby, other than underwriting discounts and
commissions, are, subject to future contingencies, estimated to be as
follows:

Securities and Exchange Commission
Filing Fee . . . . . . . . . . . . . . . . . $ 20,690
Public Service Commission of
Wisconsin . . . . . . . . . . . . . . . . . 1,000
Legal Fees and Expenses . . . . . . . . . . . 50,000
Blue Sky Fees and Expenses . . . . . . . . . 5,000
Accounting Fees and Expenses . . . . . . . . 13,000
Printing Expenses . . . . . . . . . . . . . . 10,000
Trustee Fees and Expenses . . . . . . . . . . 10,000
Rating Agencies' Fees . . . . . . . . . . . . 30,000
Miscellaneous . . . . . . . . . . . . . . . .
5,310
----------
Total . . . . . . . . . . . . . . . . . .
$ 145,000
==========

Item 15. Indemnification of Directors and Officers.

Pursuant to the provisions of the Wisconsin Business Corporation
Law and the Registrant's By-Laws, directors and officers of the Registrant
are entitled to mandatory indemnification from the Registrant against
certain liabilities (which may include liabilities under the Securities
Act of 1933) and expenses (i) to the extent such officers or directors are
successful in the defense of a proceeding; and (ii) in proceedings in
which the director or officer is not successful in defense thereof, unless
it is determined that the director or officer breached or failed to
perform his or her duties to the Registrant and such breach or failure
constituted: (a) a willful failure to deal fairly with the Registrant or
its shareholders in connection with a matter in which the director or
officer had a material conflict of interest; (b) a violation of the
criminal law unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal profit; or (d) willful
misconduct. Additionally, under the Wisconsin Business Corporation Law,
directors of the Registrant are not subject to personal liability to the
Registrant, its shareholders or any person asserting rights on behalf
thereof, for certain breaches or failures to perform any duty resulting
solely from their status as directors, except in circumstances paralleling
those outlined above.

Expenses for the defense of any action for which indemnification
may be available may be advanced by the Registrant under certain
circumstances.

The indemnification provided by the Wisconsin Business
Corporation Law is not exclusive of any other rights to which a director
or officer of the Registrant may be entitled. The Registrant also
maintains a liability insurance policy for its directors and officers as
permitted by Wisconsin law which may extend to, among other things,
liability arising under the Securities Act of 1933.

The proposed form of Underwriting Agreement for the Notes
contains provisions under which the Underwriters agree to indemnify the
directors and officers of the Registrant against certain liabilities,
including liabilities under the Securities Act of 1933.

Item 16. Exhibits.

The exhibits filed herewith or incorporated by reference herein
are specified on the Exhibit Index included herein.

Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating
to the securities offered therein, and the offering of
securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions set
forth in Item 15 hereof, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin,
on October 20, 1995.

WISCONSIN GAS COMPANY

By:/s/ Thomas F. Schrader
Thomas F. Schrader
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated. Each person whose signature
appears below constitutes and appoints Thomas F. Schrader and Joseph P.
Wenzler, and each of them individually, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully
as he or she might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof.

Signature Title Date

/s/ Thomas F. Schrader President, Chief Executive October 20, 1995
Thomas F. Schrader Officer and Director
(Principal Executive Officer)

/s/ Joseph P. Wenzler Vice President and Chief October 20, 1995
Joseph P. Wenzler Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)

/s/ Wendell F. Bueche Director October 20, 1995
Wendell F. Bueche

/s/ Willie D. Davis Director October 20, 1995
Willie D. Davis

/s/ Jere D. McGaffey Director October 20, 1995
Jere D. McGaffey

/s/ Daniel F. McKeithan, Jr. Director October 20, 1995
Daniel F. McKeithan, Jr.

/s/ Guy A. Osborn Director October 20, 1995
Guy A. Osborn

/s/ Stuart W. Tisdale Director October 20, 1995
Stuart W. Tisdale

/s/ George E. Wardeberg Director October 20, 1995
George E. Wardeberg

/s/ Essie M. Whitelaw Director October 20, 1995
Essie M. Whitelaw

/s/ William B. Winter Director October 20, 1995
William B. Winter

Pursuant to Transaction Requirement B.2 of Form S-3, the
Registrant reasonably believes that the security rating to be assigned to
the securities registered hereunder will make the securities "investment
grade securities" prior to sale.

<PAGE>
EXHIBIT INDEX

Exhibit

(1.1) Form of Underwriting Agreement for the Notes.

(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) Eleventh Supplemental Indenture, dated as of
February 15, 1982, between Wisconsin Gas Company
and Mellon Bank, N.A., and N. R. Smith, Trustees
(incorporated by reference to Exhibit 4.5 to the
Company's Registration Statement on Form S-3 (No.
33-43729)).

(4.3) 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 million
principal amount of First Mortgage Bonds,
Adjustable Rate Series due 2002 (incorporated by
reference to Exhibit 4.6 to the Company's
Registration Statement on Form S-3 (No. 33-
43729)).

(4.4) 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 Registration
Statement on Form S-3 (No. 33-36639)).

(4.5) Officers' Certificate, dated as of November 28,
1990, setting forth the terms of the Company's 9-
1/8% Notes due 1997 (incorporated by reference to
Exhibit 4.1 to the Company's Current Report on
Form 8-K dated November 30, 1990).

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

(4.7) 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 Current
Report on Form 8-K dated September 15, 1993).

(4.8) Revolving Credit Agreement, dated as of March 29,
1993, among Wisconsin Gas Company and Citibank,
N.A., Firstar Bank of 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 for the quarter
ended June 30, 1993).

(4.9) Extension of Revolving Credit Agreement, dated as
of March 29, 1994, among Wisconsin Gas Company
and Citibank, N.A., Firstar Bank Milwaukee,
Harris Trust and Savings Bank, M&I Marshall &
Ilsley Bank and Citibank, N.A., as Agent
(incorporated by reference to Exhibit 4.9 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1994).

(4.10) Extension of Revolving Credit Agreement, dated as
of March 10, 1995, among Wisconsin Gas Company
and Citibank, N.A., Firstar Bank Milwaukee,
Harris Trust and Savings Bank, M&I Marshall &
Ilsley Bank and Citibank, N.A., as Agent
(incorporated by reference to Exhibit 4 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995).

(4.11) Loan Agreement, dated as of November 4, 1991, by
and among M&I Marshall & Ilsley Bank, Wisconsin
Gas Company Employee's Savings Plans Trust and
WICOR, Inc. (incorporated by reference to Exhibit
4.16 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1991).
(5) Opinion of Foley & Lardner.

(12) Statement re: computation of ratios.

(23.1) Consent of Arthur Andersen LLP

(23.2) Consent of Foley & Lardner (included in Exhibit
5).

(24) Powers of Attorney relating to subsequent
amendments (included on the signature page to the
Registration Statement).

(25.1) Form T-1 Statement of Eligibility and
Qualification under the Trust Indenture Act of
1939 of Firstar Trust Company.

[Form of Underwriting Agreement]

$[ ],000,000

WISCONSIN GAS COMPANY

Notes

UNDERWRITING AGREEMENT

____________, 1995

DEAN WITTER REYNOLDS INC.
ROBERT W. BAIRD & CO. INCORPORATED
A.G. EDWARDS & SONS, INC.
c/o Dean Witter Reynolds Inc.
2 World Trade Center
65th Floor
New York, New York 10048

Dear Sirs:

1. Introductory. Wisconsin Gas Company, a Wisconsin corporation
(the "Company"), proposes to sell to you up to $[ ],000,000 aggregate
principal amount (or net proceeds in the case of securities issued at an
original issue discount), of its unsecured notes or debentures (the
"Notes") pursuant to this Agreement. Unless otherwise specified in the
Terms Agreement (as defined below), the Notes are to be issued under an
Indenture dated as of September 1, 1990, between the Company and Firstar
Trust Company, as trustee (such indenture together with any indentures
supplemental thereto and any officer's certificate creating a new series
of the Company's debt securities being hereinafter referred to as the
"Indenture"). The aggregate principal amount, maturity, interest rate or
rates and timing of payments thereof, redemption provisions and sinking
fund requirements, if any, exercise provisions and any other variable
terms which the Indenture contemplates, will be set forth in the Notes.
As used herein, "you" or "your," unless the context otherwise requires,
shall mean the parties to whom this Agreement is addressed or such other
parties as named in the Terms Agreement.

The offering of Notes will be made through you or an underwriting
syndicate managed by you. Whenever the Company determines to offer the
Notes through one or more of you, it will enter into an agreement (a
"Terms Agreement") providing for the sale of the Notes to, and the
purchase and offering thereof by, one or more of you and such other
underwriters, if any, selected by you as have authorized you to enter into
the Terms Agreement on their behalf (the "Underwriters," which term shall
include you whether acting alone in the sale of Notes or as members of an
underwriting syndicate). The Terms Agreement, which shall be
substantially in the form of Exhibit A hereto, may take the form of an
exchange of any standard form of written telecommunication between you and
the Company. The Terms Agreement shall specify such applicable
information as is indicated in Exhibit A hereto. Each offering of Notes
will be governed by this Agreement, as supplemented by the Terms
Agreement, and this Agreement and such Terms Agreement shall inure to the
benefit of and be binding upon the Underwriters.

The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (No. 33-_____),
such registration statement relating to the Notes and the offering thereof
in accordance with Rule 415 under the Securities Act of 1933 (the "1933
Act"), and has filed such amendments thereto as may have been required to
the date hereof. Such registration statement as amended has been declared
effective by the Commission, and the Indenture has been qualified under
the Trust Indenture Act of 1939 (the "1939 Act"). Such registration
statement as amended and the prospectuses relating to the sale of the
Notes by the Company constituting a part thereof, including all documents
incorporated therein by reference, as from time to time amended or
supplemented pursuant to the Securities Exchange Act of 1934 (the "1934
Act"), the 1933 Act or otherwise, are collectively referred to herein as
the "Registration Statement" and the "Prospectus", respectively; provided,
however, that the supplement of the Prospectus contemplated by
Section 4(a) hereof (the "Prospectus Supplement") shall be deemed to have
supplemented the Prospectus.

2. (a) Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, each of you, as of the date
hereof and as of the date of the Terms Agreement (in each case, the
"Representation Date"), that:

(i) The Registration Statement and the Prospectus, at the
time the Registration Statement became effective and as of the
applicable Representation Date, complied in all material
respects with the requirements of the 1933 Act, the rules and
regulations thereunder (the "Regulations") and the 1939 Act.
The Registration Statement, at the time the Registration
Statement became effective and as of the applicable
Representation Date, did not, and will not, contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the
statements therein not misleading. The Prospectus, at the time
the Registration Statement became effective and as of the
applicable Representation Date, did not, and will not, contain
an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made,
not misleading; provided, however, that the representations and
warranties in this subsection shall not apply to statements in
or omissions from the Registration Statement or Prospectus made
in reliance upon and in conformity with information furnished to
the Company in writing by any Underwriter expressly for use in
the Registration Statement or Prospectus or to that part of the
Registration Statement which shall constitute the Statement of
Eligibility and Qualification under the 1939 Act (Form T-1) of
Firstar Trust Company, as trustee under the Indenture.

(ii) The documents incorporated by reference in the
Prospectus, at the time they were or hereafter are filed with
the Commission, complied and will comply in all material
respects with the requirements of the 1934 Act and the rules and
regulations thereunder, and, when read together with the other
information in the Prospectus, at the time the Registration
Statement and any amendments thereto became or become effective,
did not and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the
light of the circumstances under which they are made, not
misleading.

(iii) Subsequent to the respective dates as of which
information is given in the Registration Statement and
Prospectus, and except as set forth or contemplated thereby, the
Company has not incurred any liabilities or obligations, direct
or contingent, nor entered into any transactions not in the
ordinary course of business which in either case are material to
the Company; there has not been any material adverse change in
the condition (financial or otherwise), business, prospects or
results of operations of the Company, whether or not arising in
the ordinary course of business; there has not been any material
change in the capital stock or long-term debt of the Company;
and the Company has no subsidiaries.

(iv) The financial statements, together with the related
notes and schedules, set forth or incorporated by reference in
the Prospectus and elsewhere in the Registration Statement
fairly present, on the basis stated in the Registration
Statement, the financial position and the results of operations
and changes in financial position of the Company at the
respective dates or for the respective periods therein
specified. Such financial statements and related notes and
schedules have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis
except as may be set forth in the Prospectus. The selected
financial and operating data set forth in the Prospectus under
the caption "Selected Financial Information" and "Ratio of
Earnings to Fixed Charges" and in the documents incorporated by
reference under the caption "Management's Discussion and
Analysis of Results of Operations and Financial Condition"
fairly presents, when read in conjunction with the Company's
financial statements and the related notes and on the basis
stated in the Registration Statement, the information set forth
therein.

(v) To the best of the Company's knowledge, Arthur
Andersen LLP, who have expressed their opinion on the audited
financial statements and related schedules included in the
Registration Statement, are independent public accountants as
required by the 1933 Act and the Regulations.

(vi) The Company has been duly organized and is validly
existing and in good standing as a corporation under the laws of
Wisconsin, with corporate power and authority to own, lease and
operate its properties and to conduct its business as described
in the Registration Statement and Prospectus; the Company is in
possession of and operating in compliance with all franchises,
grants, authorizations, licenses, permits, easements, consents,
certificates and orders required for the conduct of its
business, all of which are valid and in full force and effect
(except where any failure to do so would not result in a
material adverse change in the condition (financial or
otherwise), business, prospects or results of operations of the
Company), and the Company has not received any notice of
proceedings relating to the revocation or modification of any
such franchise, grant, authorization, license, permit, easement,
consent, certificate or order which, singly or in the aggregate,
if the subject of an unfavorable decision, would result in a
material adverse change in the condition (financial or
otherwise), business, prospects or results of operations of the
Company; the Company is duly qualified to do business and is in
good standing as a foreign corporation in all other
jurisdictions where its ownership or leasing of properties or
the conduct of its businesses requires such qualification except
in any case where the failure to so qualify or be in good
standing would not result in a material adverse change in the
condition (financial or otherwise), business, prospects or
results of operations of the Company.

(vii) The Company has obtained a certificate of
authority from the Public Service Commission of Wisconsin (the
"Wisconsin Commission") with respect to the Notes authorizing
the issue and sale of the Notes by the Company on the terms set
forth or contemplated in this Agreement and in the Registration
Statement; the Company will make such additional filings as are
required under said certificate of authority in a timely
fashion.

(viii) Other than WICOR, Inc. and Citibank, N.A., as
trustee of the Wisconsin Gas Company Employees' Savings Plan, no
person or corporation, which is a "holding company" or a
"subsidiary company" of a "holding company", within the meaning
of such terms as defined in the Public Utility Holding Company
Act of 1935, directly or indirectly owns, controls or holds with
power to vote, 10% or more of the outstanding voting securities
of the Company; and each of the Company and WICOR, Inc. is
presently exempt from the provisions of the Public Utility
Holding Company Act of 1935 which would require it to register
thereunder.

(ix) Except as disclosed in the Prospectus, there are no
legal or governmental proceedings pending to which the Company
is a party or of which any property of the Company is the
subject, which are required to be disclosed in the Registration
Statement (other than as described therein), or which, if
determined adversely to the Company, the Company reasonably
believes would individually or in the aggregate result in a
material adverse change in the condition (financial or
otherwise), business, prospects or results of operations of the
Company or which would materially and adversely affect the
consummation of this Agreement; and to the best of the Company's
knowledge no such proceedings are threatened or contemplated by
governmental authorities or threatened by others.

(x) The Company is not in violation of its charter or in
default in the performance or observance of any material
obligation, agreement, covenant or condition contained in any
statute, contract, indenture, mortgage, deed of trust, loan
agreement, note, lease or other agreement or instrument to which
it is a party or by which it or its property may be bound, which
violations or defaults would individually or in the aggregate
result in a material adverse change in the condition (financial
or otherwise), business, prospects or results of operations of
the Company; the performance of this Agreement and the
consummation of the transactions herein contemplated will not
result in a breach or violation of any of the terms or
provisions of or constitute a default under any statute,
contract, indenture, mortgage, deed of trust, loan agreement,
note, lease or other agreement or instrument to which the
Company is a party or by which they are bound, the Company's
Certificate of Incorporation or Bylaws, or any order, rule or
regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its property, which
breaches, violations or defaults would individually or in the
aggregate result in a material adverse change in the condition
(financial or otherwise), business, prospects or results of
operations of the Company.

(xi) The Notes have been duly authorized for issuance and
sale pursuant to this Agreement and, when issued, authenticated
and delivered pursuant to the provisions of this Agreement and
of the Indenture, against payment of the consideration therefor
in accordance with this Agreement, the Notes will be valid and
legally binding obligations of the Company enforceable in
accordance with their terms, except as enforcement thereof may
be limited by bankruptcy, insolvency or other laws of general
applicability relating to or affecting enforcement of creditors'
rights or by general equity principles, and will be entitled to
the benefits of the Indenture; the Indenture has been duly
authorized, and, when executed and delivered by the Company and
the Trustee, will constitute a valid and legally binding
instrument enforceable in accordance with its terms except as it
may be limited by bankruptcy, insolvency, reorganization or
other laws relating to or affecting the enforcement of
creditors' rights; and the Notes and the Indenture conform or
will conform at the time of their issuance and execution, as the
case may be, in all material respects to the descriptions
thereof in the Prospectus.

(xii) Except as otherwise set forth in the Prospectus,
(A) the Company owns, possesses, currently has the right to use
or can acquire on reasonable terms, the patents, patent rights,
licenses, inventions, copyrights, know-how (including trade
secrets and other unpatented and unpatentable proprietary or
confidential information, systems or procedures), trademarks,
service marks and trade names presently employed by them in
connection with the businesses now operated by them, and the
Company has not received any notice of infringement of or
conflict with asserted rights of others with respect to any of
the foregoing which, singly or in the aggregate, if the subject
of an unfavorable decision, ruling or finding, would result in
any material adverse change in the condition (financial or
otherwise), business, prospects or results of operations of the
Company and (B) the Company has good and marketable title to all
real and personal property owned by it, free and clear of any
security interest, lien or other encumbrance which would impair
the use, occupancy or value, or the marketability of title, of
the property subject thereto, except such as are described in
the Prospectus or such as do not materially affect the value of
the property and do not interfere with the use made and proposed
to be made of such property by the Company.

(xiii) No consent, approval, authorization or order of
any court or governmental agency or body is required for the
consummation by the Company of the transactions contemplated by
this Agreement, the Indenture and the Notes, except such as may
be required by the National Association of Securities Dealers,
Inc. or under the 1933 Act or the securities or Blue Sky laws of
any jurisdiction in connection with the purchase and
distribution of the Notes by you, and except for the approval of
the Wisconsin Commission.

(xiv) The Company is not an "investment company" or an
entity "controlled" by an "investment company" as such terms are
defined in the Investment Company Act of 1940, as amended.

(xv) The Company is, to the best of the Company's
knowledge, in compliance with any and all applicable federal,
state and local laws and regulations relating to the protection
of the environment or hazardous or toxic substances or wastes,
pollutants or contaminants ("Environmental Laws") with such
exceptions as would not, singly or in the aggregate, result in a
material adverse change in the condition (financial or
otherwise), business, prospects or results of operations of the
Company.

(xvi) This Agreement has been duly authorized, executed
and delivered by the Company.

(xvii) No material labor dispute with the employees of
the Company exists or, to the best of the Company's knowledge,
is imminent; and the Company is not aware of any existing or
imminent labor disturbance by the employees of any of its
principal suppliers, manufacturers or contractors which might be
expected to result in any material adverse change in the
condition (financial or otherwise), business, prospects or
results of operations of the Company.

(xviii) Except as otherwise disclosed in the Prospectus,
the Company has not been assessed a tax deficiency or is the
subject of a pending tax dispute which, if adversely determined,
would have a material adverse effect on the condition (financial
or otherwise), business, prospects or results of operations of
the Company.

(b) Any certificate signed by an officer of the Company and
delivered to you or counsel for the Underwriters at the Closing Time
in connection with the offering of Notes shall be deemed a
representation and warranty of the Company, as to the matters covered
thereby, to each Underwriter participating in the offering.

3. Purchase and Sale. The several commitments of the Underwriters
to purchase Notes pursuant to the Terms Agreement shall be deemed to have
been made on the basis of the representations and warranties herein
contained and shall be subject to the terms and conditions herein set
forth.

Payment of the purchase price for, and delivery of, any Notes to be
purchased by the Underwriters shall be made in registered form, at the
office of Foley & Lardner, 777 East Wisconsin Avenue, Milwaukee, Wisconsin
53202-5367, or at such other place as shall be agreed upon by you and the
Company, at 10:00 A.M., New York City time, on the third business day
following the date of the Terms Agreement or such other time as shall be
agreed upon by you and the Company (such time and date being referred to
as the "Closing Time"). Payment shall be made to the Company by certified
or official bank check or checks in New York Clearing House or similar
next day funds payable to the order of the Company against delivery to you
for the respective accounts of the Underwriters of the Notes to be
purchased by them (unless such Notes are issuable only in the form of a
single global Security registered in the name of a depository or a nominee
of a depository, in which event the Underwriters' interest in such global
certificate shall be noted in a manner satisfactory to the Underwriters
and their counsel). The Notes shall be in such authorized denominations
and registered in such names as the Underwriters may request in writing at
least two business days prior to the Closing Time. The Notes, which may
be in temporary form, will be made available for examination and packaging
by you on or before the first business day prior to the Closing Time.

4. Covenants of the Company. The Company covenants with each of
you as follows:

(a) Immediately following the execution of the Terms Agreement,
the Company will prepare a Prospectus Supplement setting forth the
principal amount of Notes covered thereby and their terms not
otherwise specified in the Indenture, and the principal amount of
Notes which each of the Underwriters severally has agreed to
purchase, the price at which the securities are to be purchased by
the Underwriters from the Company, the initial public offering price,
the selling concession and reallowance, if any, and such other
information as the Underwriters and the Company deem appropriate in
connection with the offering of the Notes. The Company will promptly
transmit copies of the Prospectus Supplement to the Commission for
filing pursuant to Rule 424 of the Regulations and will furnish to
the Underwriters named therein as many copies of the Prospectus and
such Prospectus Supplement as you shall reasonably request.

(b) If at any time when the Prospectus is required by the 1933
Act to be delivered in connection with sales of the Notes any event
shall occur or condition exist as a result of which it is necessary,
in the view of your counsel or counsel for the Company, to further
amend or supplement the Prospectus in order that the Prospectus will
not include an untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein not
misleading in the light of the circumstances existing at the time it
is delivered to a purchaser or if it shall be necessary, in the view
of either such counsel, at any such time to amend or supplement the
Registration Statement or the Prospectus in order to comply with the
requirements of the 1933 Act or the Regulations, the Company will
promptly prepare and file with the Commission such amendment or
supplement, whether by filing documents pursuant to the 1934 Act or
otherwise, as may be necessary to correct such untrue statement or
omission or to make the Registration Statement comply with such
requirements.

(c) With respect to the sale of Notes, the Company will make
generally available to its security holders as soon as practicable,
but not later than 60 days after the close of the period covered
thereby, earnings statements (in form complying with the provisions
of Rule 158 under the 1933 Act) covering twelve month periods
beginning not later than the first day of the Company's fiscal
quarter next following the "Effective Date" (as defined in Rule 158)
of the Registration Statement relating to the Notes.

(d) The Company will give you notice of its intention to file
any amendment to the Registration Statement or any amendment or
supplement to the Prospectus, whether pursuant to the 1934 Act, the
1933 Act or otherwise, will furnish you with copies of any such
amendment or supplement or other documents proposed to be filed a
reasonable time in advance of filing, and will not file any such
amendment or supplement or other documents in a form to which you or
your counsel shall reasonably object.

(e) The Company will notify each of you immediately, and
confirm the notice in writing, (i) of the effectiveness of any
amendment to the Registration Statement, (ii) of the mailing or the
delivery to the Commission for filing of any supplement to the
Prospectus or any document to be filed pursuant to the 1934 Act,
(iii) of the receipt of any comments from the Commission with respect
to the Registration Statement, the Prospectus or any Prospectus
Supplement, (iv) of any request by the Commission for any amendment
to the Registration Statement or any amendment or supplement to the
Prospectus or for additional information, and (v) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that
purpose. The Company will make every reasonable effort to prevent
the issuance of any stop order and, if any stop order is issued, to
obtain the lifting thereof at the earliest possible moment.

(f) The Company will deliver to each of you one signed and as
many conformed copies of the Registration Statement (as originally
filed) and of each amendment thereto (including exhibits filed
therewith or incorporated by reference therein and documents
incorporated by reference in the Prospectus) as you may reasonably
request and will also deliver to you a conformed copy of the
Registration Statement and each amendment thereto for each of the
Underwriters.

(g) The Company will endeavor, in cooperation with you to
qualify the Notes for offering and sale under the applicable
securities laws of such states and other jurisdictions of the United
States as you may designate, and will maintain such qualifications in
effect for as long as may be required for the distribution of the
Notes; provided, however, that the Company shall not be required to
qualify to do business or to file a general consent to service of
process in any such jurisdiction. The Company will, from time to
time, prepare and file such statements and reports as are or may be
required by the laws of each jurisdiction in which the Notes have
been qualified as above provided.

(h) The Company, during the period when the Prospectus is
required to be delivered under the 1933 Act, will file promptly all
documents required to be filed with the Commission pursuant to
Section 13 or 14 of the 1934 Act.

(i) Between the date of the Terms Agreement and the Closing
Time with respect to the Notes, the Company will not, without your
prior consent, offer or sell, or enter into any agreement to sell,
any new issue of debt securities of the Company with a maturity of
more than one year, including additional Notes or any warrants for
the purchase of debt securities of the Company with a maturity of
more than one year.

(j) The Company will use the net proceeds received by it from
the sale of the Notes in the manner specified in the Prospectus under
"Use of Proceeds."

5. Payment of Expenses. The Company will pay all expenses incident
to the performance of its obligations under this Agreement, including (i)
the printing and filing of the Registration Statement and all amendments
thereto, (ii) the preparation, issuance and delivery of the Notes to the
Underwriters, (iii) the reasonable fees and disbursements of the Company's
counsel and accountants, (iv) the qualification of the Notes under
securities laws in accordance with the provisions of Section 4(g),
including filing fees and the reasonable fees and disbursements of counsel
for the Underwriters in connection therewith and in connection with the
preparation of the Blue Sky survey and any legal investment survey,
provided that the fees of such counsel for the Blue Sky survey shall not
exceed $5,000, (v) the printing and delivery to the Underwriters in
quantities as hereinabove stated of copies of the Registration Statement
and any amendments thereto, and of the Prospectus and Prospectus
Supplement and any amendments or supplements thereto, (vi) the printing
and delivery to the Underwriters of copies of the Indenture and the Blue
Sky survey and any legal investment survey, (vii) the fees of rating
agencies, and (viii) the costs and fees of any registrar or transfer
agent.

If the Terms Agreement is terminated by you in accordance with the
provisions of Section 8 or Section 9(i), the Company shall reimburse the
Underwriters for all of their out-of-pocket expenses, including the
reasonable fees and disbursements of counsel for the Underwriters.

6. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter, each of its employees,
officers, directors and agents, and each person, if any, who controls such
Underwriter within the meaning of the 1933 Act, against any losses,
claims, damages, liabilities or expenses (including the reasonable cost of
investigating and defending against any claims therefor and counsel fees
incurred in connection therewith), joint or several, as incurred, which
may be based upon the 1933 Act, or any other federal or state statute or
at common law, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or
any amendment thereto), or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of any untrue statement
or alleged untrue statement of a material fact contained in the Prospectus
(or any amendment or supplement thereto) or the omission or alleged
omission therefrom of a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading, unless such statement or omission was made in
reliance upon, and in conformity with, written information furnished to
the Company by such Underwriter, directly or through you, specifically for
use in the preparation thereof.

Notwithstanding the above, the Company shall not be liable with
respect to any claims made against any Underwriter or any other
indemnified person under this subsection (a) unless such Underwriter or
indemnified person shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Underwriter or indemnified person (such notification by an Underwriter
shall suffice as notification on behalf of its officers, directors,
employees, agents and controlling persons), but failure to notify the
Company of any such claim shall not relieve it from any liability which it
may have to such Underwriter or indemnified person otherwise than on
account of the indemnity agreement contained in this subsection (a). In
addition, the Company shall not be liable to any Underwriter, employee,
officer, director or agent of any Underwriter, or any person controlling
such Underwriter under the indemnity agreement in this section (a) to the
extent that any such loss, claim, damage, liability or expense of such
Underwriter, employee, officer, director, agent or controlling person
results solely from the fact that such Underwriter sold Notes to a person
to whom there was not sent or given, at or prior to the written
confirmation of such sale, a copy of the Prospectus or of the Prospectus
as then amended or supplemented if the Company has previously furnished
copies thereof to such Underwriter.

The Company shall be entitled to participate at its own expense in
the defense, or, if it so elects, to assume the defense of any suit
brought to enforce any such liability, but, if the Company elects to
assume the defense, such defense shall be conducted by counsel chosen by
it and reasonably satisfactory to such Underwriter or indemnified person,
as the case may be. In the event the Company elects to assume the defense
of any such suit and retain such counsel, the Underwriter or Underwriters
or other indemnified person or persons, defendant or defendants in the
suit, may retain additional counsel but shall bear the reasonable fees and
expenses of such counsel unless (i) the Company shall have specifically
authorized the retaining of such counsel or (ii) the parties to such suit
include such Underwriter or Underwriters or other indemnified person or
persons and such Underwriter or Underwriters or other indemnified person
or persons have been advised by counsel that one or more legal defenses
may be available to it or them which may not be available to the Company
in which case the Company shall not be entitled to assume the defense of
such suit notwithstanding its obligation to bear the reasonable fees and
expenses of such counsel and the Underwriters shall be entitled to use
separate legal counsel. The Company will not, without the prior written
consent of a majority of the Underwriters, settle or compromise or consent
to the entry of any judgment in any pending or threatened claim, action,
suit or proceeding in respect of which indemnification may be sought
hereunder (whether or not such Underwriter or employee, officer, director
or agent of such Underwriter or any person who controls such Underwriter
is a party to such claim, action, suit or proceeding), unless such
settlement, compromise or consent includes an unconditional release of
such Underwriter and each such employee, officer, director, agent or
controlling person of the Underwriter from all liability arising out of
such claim, action, suit or proceeding.

(b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who has signed
the Registration Statement, each of its employees and agents and each
person, if any, who controls the Company within the meaning of the 1933
Act, against any losses, claims, damages, liabilities or expenses
(including, unless the Underwriter or Underwriters elect to assume the
defense, the reasonable cost of investigating and defending against any
claims therefor and counsel fees incurred in connection therewith), joint
or several, as incurred, which may be based upon the 1933 Act, or any
other statute or at common law, arising out of any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading, or arising out of any untrue
statement or alleged untrue statement of a material fact contained in the
Prospectus (or any amendment or supplement thereto), or the omission or
alleged omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading, but only insofar as any such statement or
omission was made in reliance upon, and in conformity with, written
information furnished to the Company by such Underwriter, specifically for
use in the preparation thereof; provided, however, that in no case is such
Underwriter to be liable with respect to any claims made against the
Company or any indemnified person under this subsection (b) unless the
Company or such person shall have notified such Underwriter in writing
within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon
the Company or such person, but failure to notify such Underwriter of such
claim shall not relieve it from any liability which it may have to the
Company or such person otherwise than on account of its indemnity
agreement contained in this subsection (b). Such Underwriter shall be
entitled to participate at its own expense in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any such
liability, but, if such Underwriter elects to assume the defense, such
defense shall be conducted by counsel chosen by it and reasonably
satisfactory to the Company or such person, as the case may be. In the
event that any Underwriter elects to assume the defense of any such suit
and retain such counsel, the Company, said employees, agents, officers and
directors and any other Underwriter or Underwriters or employee or
employees or agent or agents or controlling person or persons, defendant
or defendants in the suit, shall bear the fees and expenses of any
additional counsel retained by them, respectively. The Underwriter
against whom indemnity may be sought shall not be liable to indemnify any
person for any settlement of any such claim effected without such
Underwriter's consent.

(c) If the indemnification provided for in this Section 6 is
unavailable to an indemnified party under subsection (a) or (b) above in
respect of any losses, claims, damages, liabilities or expenses (or
actions in respect thereof) referred to therein, then the indemnifying
party shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages, liabilities or expenses
(or actions in respect thereof), in such proportion as is appropriate to
reflect the respective relative benefits received by the Company and the
Underwriters from the offering of the Notes and the respective relative
fault of the Company and the Underwriters in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses (or actions in respect thereof), as well as any
other relevant equitable considerations. The respective relative benefits
received by the Company and the Underwriters shall be deemed to be in the
same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriters, in each case as
set forth in the table on the cover page of the Prospectus. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied
by the Company or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent
such statement or omission. With respect to any Underwriter, such
relative fault shall also be determined by reference to the extent (if
any) to which such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) result solely from the fact that such
Underwriter sold Notes to a person to whom there was not sent or given, at
or prior to the written confirmation of such sale, a copy of the
Prospectus or of the Prospectus as then amended or supplemented if the
Company has previously furnished copies thereof to such Underwriter. The
Company and the Underwriters agree that it would not be just and equitable
if contribution were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable
considerations referred to above. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, liabilities
or expenses (or actions in respect thereof) referred to above shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
claim. Notwithstanding the provisions of this subsection (c), no
Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Notes underwritten by it and
distributed to the public were offered to the public exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute are
several in proportion to their respective underwriting obligations and not
joint.

(d) The obligations of the Company under this Section 6 shall be in
addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the 1933 Act and each
employee, officer, director and agent of each Underwriter, and the
obligations of the Underwriters under this Section 6 shall be in addition
to any liability which the respective Underwriters may otherwise have and
shall extend, upon the same terms and conditions, to each officer and
director of the Company and to each person, if any, who controls the
Company within the meaning of the 1933 Act.

7. Survival of Indemnities, Representations Warranties, etc. The
respective indemnities, covenants, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set
forth in this Agreement or made by them respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter, the Company or any
of its officers or directors or any controlling person, and shall survive
delivery of and payment for any Notes.

8. Conditions of Underwriters' Obligations. The obligations of the
Underwriters to purchase Notes pursuant to the Terms Agreement are subject
to the accuracy of the representations and warranties on the part of the
Company herein contained, to the accuracy of the statements of the
Company's officers made in any certificate furnished pursuant to the
provisions hereof, to the performance by the Company of all of its
covenants and other obligations hereunder and to the following further
conditions:

(a) At the Closing Time (i) no stop order suspending the
effectiveness of the Registration Statement shall have been issued
under the 1933 Act, no order suspending trading or striking or
withdrawing any Notes to be listed on a national securities exchange
from listing and registration under the 1934 Act shall be in effect,
and no proceedings under the 1933 Act or the 1934 Act therefor shall
have been initiated or threatened by the Commission, (ii) the rating
assigned by any nationally recognized securities rating agency to any
debt securities, preferred stock or other obligations of the Company
as of the date of the Terms Agreement shall not have been lowered
since the execution of the Terms Agreement, and (iii) there shall not
have come to your attention any facts that would cause you to believe
that the Prospectus, together with the Prospectus Supplement, at the
time it was required to be delivered to a purchaser of the Notes,
contained an untrue statement of a material fact or omitted to state
a material fact necessary in order to make the statements therein, in
the light of the circumstances existing at such time, not misleading.

(b) At the Closing Time the Underwriters shall have received:

(1) The favorable opinion, dated as of the Closing Time,
of Foley & Lardner, counsel for the Company, in form and
substance satisfactory to you, to the effect that:

(i) The Company has been duly incorporated, is
validly existing as a corporation in good standing under
the laws of Wisconsin and has the requisite corporate power
and authority to own or lease its properties and conduct
its business as described in the Prospectus; and the
Company is duly qualified as a foreign corporation in good
standing in all other jurisdictions where its ownership or
leasing of properties or the conduct of its business
requires such qualification, except in any case where the
failure to so qualify or be in good standing would not
result in a material adverse change in the condition
(financial or otherwise), business or results of operations
of the Company.

(ii) This Agreement and the Terms Agreement have been
duly authorized, executed and delivered by the Company.

(iii) The Indenture has been duly and validly
authorized, executed and delivered by the Company and
constitutes the valid and binding agreement of the Company,
enforceable in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy,
insolvency or other laws of general applicability relating
to or affecting enforcement of creditors' rights or by
general equity principles.

(iv) The Notes, including any Notes in global form,
are in the form contemplated by the Indenture; the Notes
have been duly and validly authorized by all necessary
corporate action and, when executed and authenticated as
specified in the Indenture and delivered against payment
pursuant to this Agreement, as supplemented by the Terms
Agreement, will be valid and binding obligations of the
Company, enforceable in accordance with their terms, except
as enforcement thereof may be limited by bankruptcy,
insolvency or other laws of general applicability relating
to or affecting enforcement of creditors' rights or by
general equity principles, and will be entitled to the
benefits of the Indenture.

(v) The Indenture and the Notes conform in all
material respects to the descriptions thereof in the
Prospectus and the applicable Prospectus Supplement.

(vi) The Indenture is qualified under the 1939 Act.

(vii) The Registration Statement is effective
under the 1933 Act and, to the best of their knowledge and
information, no stop order suspending the effectiveness of
the Registration Statement has been issued under the 1933
Act or proceedings therefor initiated or threatened by the
Commission.

(viii) The Registration Statement, at the time it
became effective and as of the date of the Terms Agreement
(other than the financial statements included therein, as
to which no opinion need be rendered) complied as to form
in all material respects with the requirements of the 1933
Act, the 1939 Act, and the Regulations.

(ix) Each document, if any, filed pursuant to the 1934
Act (other than the financial statements included therein,
as to which no opinion need be rendered) and incorporated
by reference in the Prospectus complied when so filed as to
form in all material respects with the 1934 Act and the
rules and regulations thereunder.

(x) The Wisconsin Commission has authorized the issue
and sale of the Notes; such authorization, to the best of
their knowledge, is still in full force and effect and no
stay with respect thereto is pending or in effect and such
authorization is sufficient for the issue and sale of the
Notes; the issue and sale of the Notes as described in the
Prospectus are in conformity with the terms of such
authorization; and no other consent, approval,
authorization or order of any court or governmental
authority or agency is required in connection with the sale
of the Notes to the Underwriters, except such as may be
required under the 1933 Act and state securities laws; and
to the best of their knowledge and information, the
execution and delivery of this Agreement and the Terms
Agreement, the Indenture and the consummation of the
transactions contemplated herein and therein will not
conflict with or constitute a breach of, or default under,
or result in the creation or imposition of any lien, charge
or encumbrance upon any property or assets of the Company
pursuant to, any contract, indenture, mortgage, loan
agreement, note, lease or other instrument set forth in a
certificate of the President and Chief Executive Officer
and Chief Financial Officer of the Company, dated as of the
date of such opinion of counsel (which certificate shall
set forth all material contracts, indentures, mortgages,
deeds of trust, loan agreements, notes, leases or other
agreements or instruments to which the Company is a party
or by which it may be bound or to which any of its
properties or assets are subject), nor will such action
result in any violation of the provisions of the charter or
by-laws of the Company, or any law, administrative
regulation or administrative or court decree, other than
such breaches, defaults or violations which individually or
in the aggregate would not result in a material adverse
change in the condition (financial or otherwise), business
or results of operations of the Company.

You shall also have received from such counsel a letter advising
that nothing has come to such counsel's attention that would lead
such counsel to believe that the Registration Statement, at the time
it became effective, or if an amendment to the Registration Statement
or an annual report on Form 10-K has been filed by the Company with
the Commission subsequent to the effectiveness of the Registration
Statement (other than the financial statements and supporting
schedules and other financial or statistical information set forth
therein, as to which no advice is given), then at the time of the
most recent such filing, and as of the date of the Terms Agreement,
contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make
the statements therein not misleading or that the Prospectus, as
amended or supplemented at the date of the Terms Agreement and at the
Closing Time, contained or contains an untrue statement of a material
fact or omitted or omits to state any material fact necessary to make
the statements therein, in the light of the circumstances under which
they were made, not misleading.

(2) The opinion or opinions, dated as of the Closing Time,
of Vedder, Price, Kaufman & Kammholz, counsel for the
Underwriters, with respect to the Registration Statement, the
Prospectus, the validity of the Notes, and such other related
matters as the Underwriters may reasonably require. In giving
such opinion or opinions, such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the law
of the State of Illinois, the State of Delaware and the federal
law of the United States, upon opinions of counsel satisfactory
to the Underwriters. The Company shall have furnished or caused
to have been furnished to such counsel such documents as they
may request for the purpose of enabling them to pass upon such
matters.

(c) At the Closing Time there shall not have been, since the
date of the Terms Agreement or since the respective dates as of which
information is given in the Registration Statement, any material
adverse change in the condition, financial or otherwise, of the
Company or in the earnings, business affairs or business prospects of
the Company, whether or not arising in the ordinary course of
business, and the Underwriters shall have received a certificate of
the President and Chief Executive Officer and Chief Financial Officer
of the Company, dated as of the Closing Time, to the effect that
there has been no such material adverse change and to the effect that
the representations and warranties of the Company contained in
Section 2 are true and correct with the same force and effect as
though the Closing Time were a Representation Date.

(d) You shall have received from Arthur Andersen LLP a letter,
dated as of the date hereof or the date of the most recent report
filed with the Commission containing financial statements or
unaudited consolidated information and incorporated by reference in
the Registration Statement, if the date of such report is later than
the date hereof, and delivered at such time, in form heretofore
agreed to.

(e) The Underwriters shall receive from Arthur Andersen LLP or
other independent certified public accountants acceptable to the
Underwriters a letter, dated as of the Closing Time, reconfirming or
updating the letter required by subsection (d) of this Section to the
extent that may be reasonably requested.

(f) At the Closing Time, counsel for the Underwriters shall
have been furnished with such documents and opinions as they may
reasonably require for the purpose of enabling them to pass upon the
issuance and sale of the Notes as herein contemplated and related
proceedings or in order to evidence the accuracy and completeness of
any of the representations and warranties, or the fulfillment of any
of the conditions, herein contained; and all proceedings taken by the
Company in connection with the issuance and sale of the Notes as
herein contemplated shall be satisfactory in form and substance to
you.

If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, the Terms Agreement may be
terminated by you by notice to the Company at any time at or prior to the
Closing Time, and such termination shall be without liability of any party
to any other party except as provided in Section 5.

9. Termination. This Agreement may be terminated for any reason at
any time by either the Company or you upon the giving of thirty days'
written notice of such termination to the other parties hereto. You may
also terminate the Terms Agreement, immediately upon notice to the
Company, at any time at or prior to the Closing Time (i) if there has
been, since the date of the Terms Agreement or since the respective dates
as of which information is given in the Registration Statement, any
material adverse change in the condition, financial or otherwise, of the
Company or in the earnings, business affairs or business prospects of the
Company whether or not arising in the ordinary course of business; or (ii)
if there has occurred any downgrading in the rating accorded the debt
securities of the Company by any rating agency; or (iii) if trading
generally on either the American Stock Exchange or the New York Stock
Exchange has been suspended, or minimum or maximum prices for trading have
been fixed, or maximum ranges for prices for securities have been
required, by either of said exchanges or by order of the Commission or any
other governmental authority, if a banking moratorium in the United States
generally or in the City or State of New York has been declared by either
Federal or New York authorities; or (iv) if there has been any material
adverse change in the financial markets of the United States, Japan or
Europe or any outbreak or material escalation of hostilities between the
United States and any foreign power, or of any other insurrection or armed
conflict involving the United States which, in your judgment makes it
impracticable or inadvisable to offer or sell the Notes or enforce
contracts for the sale of the Notes; or (v) if there has been any pending
legal proceedings against the Company or the Underwriters relating to the
Notes. In the event of any such termination, (x) the covenants set forth
in Section 4 with respect to any offering of Notes shall remain in effect
so long as any Underwriter owns any such Notes purchased from the Company
pursuant to the Terms Agreement and (y) the covenant set forth in
Section 4(c), the provisions of Section 5, the indemnity agreement set
forth in Section 6, the contribution provisions set forth in Section 6,
and the provisions of Sections 7 and 12 shall remain in effect.

10. Default. If one or more of the Underwriters participating in an
offering of Notes shall fail at the Closing Time to purchase the Notes
which it or they are obligated to purchase hereunder and under the Terms
Agreement (the "Defaulted Notes"), then such of you shall have the right,
within 24 hours thereafter, to make arrangements for one or more of the
nondefaulting Underwriters, or any other underwriters, to purchase all,
but not less than all, of the Defaulted Notes in such amounts as may be
agreed upon and upon the terms herein set forth. If, however, during such
24 hours you shall not have completed such arrangements for the purchase
of all of the Defaulted Notes, then:

(a) if the aggregate amount of Defaulted Notes does not exceed
10% of the aggregate amount of the Notes to be purchased pursuant to
such Terms Agreement, the non-defaulting Underwriters named in such
Terms Agreement shall be obligated to purchase the full amount
thereof in the proportions that their respective underwriting
obligations thereunder bear to the underwriting obligations of all
such non-defaulting Underwriters, or

(b) if the aggregate amount of Defaulted Notes exceeds 10% of
the aggregate amount of the Notes to be purchased pursuant to the
Terms Agreement, the Terms Agreement shall terminate, without any
liability on the part of any non-defaulting Underwriter or the
Company.

As used in this Section only, the "aggregate amount" of Notes shall
mean the aggregate principal amount of any Notes. No action taken
pursuant to this Section shall relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this
Agreement and the Terms Agreement.

In the event of a default by any Underwriter or Underwriters as set
forth in this Section, either you or the Company shall have the right to
postpone the Closing Time for a period not exceeding seven days in order
that any required changes in the Registration Statement or Prospectus or
in any other documents or arrangements may be effected.

11. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to you c/o Dean Witter Reynolds Inc. at Two
World Trade Center, New York, N.Y. 10048, attention of
______________________, or, in respect of the Terms Agreement, to such
other person and place as may be specified therein; notices to the Company
shall be directed to it at 626 East Wisconsin Avenue, Milwaukee, Wisconsin
53202, attention of Chief Financial Officer.

12. Parties. This Agreement shall inure to the benefit of and be
binding upon you and the Company, and the Terms Agreement shall inure to
the benefit of and be binding upon the Company and any Underwriter who
becomes a party to the Terms Agreement, and their respective successors.
Nothing expressed or mentioned in this Agreement or a Terms Agreement is
intended or shall be construed to give any person, firm or corporation,
other than the parties hereto or thereto and their respective successors
and the controlling persons and officers and directors referred to in
Section 6 and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this Agreement or
the Terms Agreement or any provision herein or therein contained. This
Agreement and the Terms Agreement and all conditions and provisions hereof
or thereof are intended to be for the sole and exclusive benefit of the
parties and their respective successors and said controlling persons and
officers and directors and their heirs and legal representatives, and for
the benefit of no other person, firm or corporation. No purchaser of
Notes from any Underwriter shall be deemed to be a successor by reason
merely of such purchase.

13. Governing Law. This Agreement and the Terms Agreement shall be
governed by and construed in accordance with the laws of the State of New
York without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of New York.

If the foregoing correctly sets forth our understanding, please
indicate the Underwriters acceptance thereof in the space provided below
for that purpose, whereupon this letter and the Underwriters acceptance
shall constitute a binding agreement between us.

Very truly yours,

WISCONSIN GAS COMPANY

By:
Title:

Accepted and delivered,
as of the date first above written:

DEAN WITTER REYNOLDS INC.
ROBERT W. BAIRD & CO. INCORPORATED
A.G. EDWARDS & SONS, INC.

By: DEAN WITTER REYNOLDS INC.
Acting on its behalf and the
other named Underwriters

By:
Authorized Signature

<PAGE>
EXHIBIT A

WISCONSIN GAS COMPANY
(a Wisconsin corporation)

Notes

TERMS AGREEMENT

Dated: ___________, 1995

TO: WISCONSIN GAS COMPANY
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Re: Underwriting Agreement dated November __, 1995.

Title of Notes:

Indenture (if other than as specified in the Underwriting Agreement):

Principal amount to be issued: $

Current ratings:

Interest rate: % Payable:

Date of maturity:

Form and Denomination:

Redemption provisions:

Sinking fund requirements:

[Public offering price: __%, plus accrued interest, or amortized original
issue discount, if any, from ____________, 1995.]

Purchase price: __%, plus accrued interest, or amortized original issue
discount, if any, from __________, 1995.] (payable in next day funds).

Closing date and location:

Each Underwriter severally agrees, subject to the terms and
provisions of the above referenced Underwriting Agreement, which is
incorporated herein in its entirety and made a part hereof, to purchase
the principal amount of Notes set forth opposite its name.

[Principal Amount
of
Name Notes

Dean Witter Reynolds Inc.

Robert W. Baird & Co.
Incorporated
A.G. Edwards & Sons, Inc.
$______________

TOTAL: $____________ ]

This Terms Agreement may be executed by any one or more of the
parties thereto in any number of counterparts, each of which shall be
deemed to be an original, but all such respective counterparts shall
together constitute one and the same instrument.

DEAN WITTER REYNOLDS INC.
ROBERT W. BAIRD & CO. INCORPORATED
A.G. EDWARDS & SONS, INC.

By: DEAN WITTER REYNOLDS INC.
Acting on its behalf and the other
named Underwriters.

By:
[Title]
Accepted:

WISCONSIN GAS COMPANY

By:
[Title]

FOLEY & LARDNER
A T T O R N E Y S A T L A W

FIRSTAR CENTER
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5367

A MEMBER OF GLOBALEX
WITH MEMBER OFFICES IN

MADISON BERLIN
CHICAGO TELEPHONE (414) 271-2400 BRUSSELS
WASHINGTON, D.C. DRESDEN
JACKSONVILLE TELEX 26-819 FRANKFURT
ORLANDO LONDON
TALLAHASSEE (FOLEY LARD MIL) PARIS
TAMPA SINGAPORE
WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART
TAIPEI
WRITER'S DIRECT LINE

(414) 297-5644

October 20, 1995

Wisconsin Gas Company
626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Gentlemen:

We have acted as counsel for Wisconsin Gas Company, a Wisconsin
corporation (the "Company"), in connection with the preparation of a Form
S-3 Registration Statement, including the Prospectus constituting a part
thereof (the "Registration Statement"), filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, and
relating to the issuance and sale of up to $60,000,000 aggregate principal
amount of unsecured notes (the "Notes") in the manner set forth in the
Registration Statement and Prospectus. The Notes may be offered from time
to time in one or more series. Each series of Notes would be issued under
the Indenture, dated as of September 1, 1990 (the "Note Indenture"),
between the Company and Firstar Trust Company (the "Note Trustee"), and a
supplemental indenture (the "Supplemental Note Indenture") or an officers'
certificate (the "Officers' Certificate"), as the case may be, providing
for the issuance of such series.

In connection with our opinion, we have examined: (a) the
Registration Statement, including the Prospectus; (b) the exhibits
(including those incorporated by reference) constituting a part of said
Registration Statement; (c) the Restated Articles of Incorporation and By-
laws of the Company, as amended to date; and (d) such other proceedings,
documents and records as we have deemed necessary to enable us to render
this opinion.

Based upon the foregoing, we are of the opinion that:

1. The Company is a validly existing corporation under the
laws of the State of Wisconsin.

2. The Notes, when executed, authenticated and issued in the
manner and for the consideration contemplated by the Registration
Statement and Prospectus, will be legally issued, valid and binding
obligations of the Company enforceable in accordance with their terms,
except as enforcement thereof may be limited by bankruptcy, insolvency,
moratorium or other comparable laws affecting the enforcement of
creditors' rights generally or the application of equitable principles
(regardless of whether such enforceability is considered in a proceeding
in equity or at law); provided, that prior to the issuance of the Notes
there shall be taken various proceedings in the manner contemplated by us
as counsel, which include the following:

a. The completion of requisite procedures under the
applicable provisions of the Securities Act of 1933, as amended,
and the Trust Indenture Act of 1939, as amended;

b. The completion of the requisite procedures for and
issuance of a Findings of Fact, Conclusions of Law, Order and
Certificate of Authority by the Public Service Commission of
Wisconsin authorizing the issuance and sale of the Notes as
contemplated, and the recording thereof on the books of the
Company; and

c. The execution, delivery and filing of the Supplemental
Note Indenture or the Officers' Certificate, as the case may be,
and the filing of other documents and the taking of such other
proceedings as provided in the Note Indenture with respect to
the issuance of the Notes thereunder.

We hereby consent to the reference to our firm under the caption
"Legal Matters" in the Prospectus which is filed as part of the
Registration Statement, and to the filing of this opinion as an exhibit to
such Registration Statement. In giving this consent, we hereby disclaim
that we are experts within the meaning of Section 11 of the Securities Act
of 1933, as amended, or within the category of persons whose consent is
required by Section 7 of said Act.

Very truly yours,

FOLEY & LARDNER

EXHIBIT 12

<TABLE>
WISCONSIN GAS COMPANY
Ratio of Earnings Before
Interest and Income Taxes To
Fixed Charges
(SEC Method)
(Thousands of Dollars)

Six Twelve
Months Months Year Ended December 31
Ended Ended
June 30, June 30,
1995 1995 1994 1993 1992 1991 1990

<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Income before
interest expense $ 27,977 $33,691 $33,244 $34,651 $32,948 $29,866 $26,873

Adjustments:

Federal and State
income taxes 12,880 11,682 10,993 11,280 10,210 9,689 8,146
Interest factor
applicable to rents 576 1,321 1,447 1,433 1,114 898 746
------- ------ ------ ------ ------ ------- -------

Total earnings as defined $41,433 $46,694 $45,684 $47,364 $44,272 $40,453 $35,765
======= ======= ======= ======= ======= ======= =======
Fixed charges:

Interest on long-term debt $ 5,744 $11,473 $11,601 $12,816 $13,472 $12,047 $11,049
Amortization of debt
discount, premium and
expense 256 517 529 585 588 602 137
Other interest 1,015 2,429 2,218 1,380 828 130 2,492
Interest factor applicable
to rents 576 1,321 1,447 1,433 1,114 898 746
------- -------- ------- ------- ------- ------- --------

Total fixed charges $ 7,591 $15,740 $15,795 $16,214 $16,002 $13,677 $14,424
====== ======== ======= ======= ======= ======== ========
Ratio of earnings to fixed
charges 5.46 2.97 2.89 2.92 2.77 2.96 2.48
====== ===== ===== ===== ===== ===== =====
</TABLE>

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February
2, 1995 included in Wisconsin Gas Company's Form 10-K for the year ended
December 31, 1994 and to all references to our firm included in this
registration statement.

/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
October 20, 1995

Securities and Exchange Commission
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee
Pursuant to Section 305(b)(2) _________

FIRSTAR TRUST COMPANY
(Exact name of trustee as specified in its charter)

Wisconsin 39-0281260
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U. S. National Bank) Identification Number)

777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip Code)

Kevin C. Schuller, Vice President and Assistant Secretary
Firstar Trust Company
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Telephone (414) 765-5725
(Name, address, and telephone number of agent for service)

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

Wisconsin 39-0476515
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

626 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip Code)

Notes
(Title of indenture securities)
<PAGE>

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority
to which it is subject.

Office of Commissioner of Banking, Madison, Wisconsin
Federal Deposit Insurance Corporation, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust
powers.

The corporate trustee is authorized to exercise corporate
trust powers.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each
such affiliation.

The obligor is not an affiliate of the trustee.

Item 3. Voting Securities of the Trustee.

Furnish the following information as to each class of voting
securities of the trustee:

As of October 19, 1995
Col. A Col. B
Title of class Amount outstanding

Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.

Item 4. Trusteeships under Other Indentures.

If the trustee is a trustee under another indenture under which
any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, furnish the following information:

(a) Title of the securities outstanding under each such other
indenture.

Per General Instruction B to Form T-1, no response is
required to this item as the obligor is not presently in
default.

(b) A brief statement of the facts relied upon as a basis for
the claim that no conflicting interest within the meaning
of Section 310(b)(1) of the Act arises as a result of the
trusteeship under any such other indenture, including a
statement as to how the indenture securities will rank as
compared with the securities issued under such other
indenture.

Per General Instruction B to Form T-1, no response is
required to this item as the obligor is not presently in
default.

Item 5. Interlocking Directorates and Similar Relationships with the
Obligor or Underwriters.

If the trustee or any of the directors or executive officers of
the trustee is a director, officer, partner, employee,
appointee, or representative of the obligor or of any
underwriter for the obligor, identify each such person having
any such connection and state the nature of each such
connection.

Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.

Item 6. Voting Securities of the Trustee Owned by the Obligor or its
Officials.

Furnish the following information as to the voting securities of
the trustee owned beneficially by the obligor and each director,
partner, and executive officer of the obligor:

As of October 19, 1995
Col. A Col. B Col. C Col. D
Name of owner Title of class Amount owned Percentage of
beneficially voting securities
represented by
amount given
in Col. C

Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.

Item 7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.

Furnish the following information as to the voting securities of
the trustee owned beneficially by each underwriter for the
obligor and each director, partner, and executive officer of
each such underwriter:

As of October 19, 1995

Col. A Col. B Col. C Col. D
Name of owner Title of class Amount owned Percentage of
beneficially voting securities
represented by
amount given
in Col. C

Per General Instruction B to form T-1, no response is required
to this item as the obligor is not presently in default.

Item 8. Securities of the Obligor Owned or Held by the Trustee.
Furnish the following information as to securities of the
obligor owned beneficially or held as collateral security for
obligations in default by the trustee:

As of October 19, 1995
Col. A Col. B Col. C Col. D
Title of class Whether Amount owned Percent of
the securities beneficially or held class represented
are voting as collateral security by amount given
or nonvoting for obligations in Col. C
securities in default

Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.

Item 9. Securities of Underwriters Owned or Held by the Trustee.

If the trustee owns beneficially or holds as collateral security
for obligations in default any securities of an underwriter for
the obligor, furnish the following information as to each class
of securities of such underwriter any of which are so owned or
held by the trustee:

As of October 19, 1995
Col. A Col. B Col. C Col. D
Name of Amount Amount owned Percent of
issuer and outstanding beneficially or held class represented
title of class as collateral security by amount given
for obligations in in Col. C
default by trustee

Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.

Item 10. Ownership or Holdings by the Trustee of Voting Securities of
Certain Affiliates or Security Holders of the Obligor.

If the trustee owns beneficially or holds as collateral security
for obligations in default voting securities of a person who, to
the knowledge of the trustee (1) owns 10 percent or more of the
voting securities of the obligor or (2) is an affiliate, other
than a subsidiary, of the obligor, furnish the following
information as to the voting securities of such person:

Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.

Item 11. Ownership or Holdings by the Trustee of any Securities of a
Person Owning 50 Percent or More of the Voting Securities of the
Obligor.

If the trustee owns beneficially or holds as collateral security
for obligations in default any securities of a person who, to
the knowledge of the trustee, owns 50 percent or more of the
voting securities of the obligor, furnish the following
information as to each class of securities of such person any of
which are so owned or held by the trustee:

Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.

Item 12. Indebtedness of the Obligor to the Trustee.

Except as noted in the instructions, if the obligor is indebted
to the trustee, furnish the following information:

As of October 19, 1995
Col. A Col. B Col. C
Nature of indebtedness Amount outstanding Date due

Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.

Item 13. Defaults by the Obligor.

(a) State whether there is or has been a default with respect
to the securities under this indenture. Explain the nature
of any such default.

Per General Instruction B to Form T-1, no response is
required to this item as the obligor is not presently in
default.

(b) If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is trustee for more than one outstanding
series of securities under the indenture, state whether
there has been a default under any such indenture or
series, identify the indenture or series affected, and
explain the nature of any such default.

Per General Instruction B to Form T-1, no response is
required to this item as the obligor is not presently in
default.

Item 14. Affiliations with the Underwriters.

If any underwriter is an affiliate of the trustee, describe each
such affiliation.

Per General Instruction B to Form T-1, no response is required
to this item as the obligor is not presently in default.

Item 15. Foreign Trustee.

Identify the order or rule pursuant to which the foreign trustee
is authorized to act as sole trustee under indentures qualified
or to be qualified under the Act. Not applicable

Item 16. List of Exhibits.

List below all exhibits filed as part of this statement of
eligibility.

1. A copy of the Articles of Association of Firstar Trust
Company (f/k/a First Wisconsin Trust Company) as now in
effect (filed herewith).

2. Certificate of authority of the Trustee to commence
business (contained in Exhibit 1).

3. Authorization of the Trustee to exercise trust powers
(contained in Exhibit 1).

4. A copy of the existing By-Laws of Firstar Trust Company
(f/k/a First Wisconsin Trust Company) (filed herewith).

6. The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939 (filed herewith).

7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirement of its
supervising or examining authority. (filed herewith)

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939,
the trustee, Firstar Trust Company, a corporation organized and existing
under the laws of the State of Wisconsin, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Milwaukee, and State of Wisconsin, on
the 19th day of October, 1995.

FIRSTAR TRUST COMPANY
(Trustee)

By: /s/ Gene E. Ploeger
Gene E. Ploeger, Assistant Vice President
(Name and title)

By: /s/ Yvonne Siira
Yvonne Siira, Assistant Secretary
(Name and title)

<PAGE>
EXHIBIT 1

STATE OF WISCONSIN
OFFICE OF COMMISSIONER OF BANKING
BANKS DIVISION
POST OFFICE BOX 7876
MADISON, WISCONSIN 53707-7876
(Telephone: 608-266-1621)
AMENDMENT TO ARTICLES
CERTIFICATION

I, Toby E. Sherry, Commissioner of Banking of the State of Wisconsin, do
hereby certify that an amendment to the original Articles of Incorporation
of First Wisconsin Trust Company, Milwaukee, Wisconsin, of which a duly
verified copy is hereto attached, was on the 17th day of August, A.D.
1992, approved and filed in the Office of Commissioner of Banking. This
amendment relates to corporate name and was adopted by stockholders of the
above bank on July 16, 1992.

IN TESTIMONY WHEREOF, I have set my hand and
affixed my official seal. Done at my office in
the City of Madison this 17th day of August,
A.D. 1992.

Toby E. Sherry
Commissioner of Banking

IMPORTANT: TO BE RECORDED BY THE REGISTER OF DEEDS TOGETHER WITH THE
ATTACHED COPY OF THE AMENDMENT

We, Philip R. Smith as President, and James D. Hintz as Cashier of First
Wisconsin Trust Company do hereby certify that the foregoing is a true
copy of an amendment to the Articles of Incorporation of this bank and
that at the annual or special meeting of the stockholders of the bank,
called for that purpose and held pursuant to the provisions of law, in the
office of the bank in the City of Milwaukee, State of Wisconsin, on the
16th day of July, A.D. 1992, the said amendment was duly adopted by the
affirmative vote of two-thirds of all capital stock outstanding; that the
majority stockholder was present or represented at said meeting; that the
entire number of shares outstanding is 10,000; that the number of shares
represented at the meeting was 9,952; that upon the adoption of such
resolution 9,952 votes were cast in the affirmative; one vote for each
share, and that 0 votes were cast in the negative.

In Testimony Whereof, First Wisconsin Trust Company has caused these
presents to be executed by the President and Cashier thereof and the
corporate seal of said bank is hereunto affixed this 28th day of July,
A.D. 1992, by its authority.

First Wisconsin Trust Company
In presence of
Sharon L. Gazzana By Philip R. Smith, President
Sandra L. Belongia James Hintz, Cashier

State of Wisconsin )
) ss.
Milwaukee County )

Personally came before me this 28th day of July, A.D. 1992, Philip
R. Smith as President, and James D. Hintz as Cashier of the First
Wisconsin Trust Company, who are to me known to be such President and
Cashier, respectively, and to be the persons who executed the foregoing
instrument, and acknowledged the same as such officers, for the purposes
therein mentioned.

Diane M. Rampacek
Notary Public

Milwaukee County, Wisconsin

My commission expires 11/13/94

<PAGE>
Amendment to Articles of Incorporation

Which Articles were filed/recorded in the office of the Register of Deeds
for Milwaukee County on the 6th day of July, 1903. Recorded in Volume S
of Corporations, Page 134.

At a meeting of the stockholders of First Wisconsin Trust Company of
Milwaukee, Wisconsin, held at the office of said bank in said City on the
16th day of July, A.D. 1992, at 9:30 o'clock A.M., of that day, which
meeting was called for the purpose of amending the Articles of
Incorporation of said bank, and at which meeting 9,952 shares of the
capital stock of said bank were duly represented, the following
resolutions were adopted:

"Resolved That the Articles of Incorporation of the bank be amended by
striking out the paragraph relating to the name reading as follows:

"The name of this corporation shall be "FIRST WISCONSIN TRUST COMPANY, and
its location shall be at the City and County of Milwaukee and State of
Wisconsin."

And Inserting in lieu thereof the following paragraph:

"The title of the Corporation shall be Firstar Trust Company, and its
location shall be at the City and County of Milwaukee and State of
Wisconsin."

"It was further resolved, That the President and Cashier of said bank be
authorized, under the seal of the Corporation, to file proper certificates
of such amendment with the Commissioner of Banking as provided by law."

<PAGE>
ARTICLES OF ASSOCIATION
OF FIRSTAR TRUST COMPANY
MILWAUKEE, WISCONSIN

KNOW ALL MEN BY THESE PRESENTS, that we, Frederick Pabst, L.J. Petit,
Frederick Kasten, Oliver C. Fuller, and Edward P. Vilas, of the City and
County of Milwaukee and State of Wisconsin, have associated and do hereby
associate for the purpose of forming a corporation, to wit, a trust
company bank under and pursuant to the privileges and restrictions of the
statutes of the State of Wisconsin, in that behalf made and provided; and
particularly Chapters 221 and 223 of said statutes, and thereto adopt the
following:

Article 1

The purpose and business of this corporation shall be those of both a
state bank and a trust company bank as defined by Wisconsin law, this
corporation being a trust company bank which has been converted into a
state bank in accordance with such law.

Article 2

The name of this corporation shall be "FIRST WISCONSIN TRUST COMPANY," and
its location shall be at the City and County of Milwaukee and State of
Wisconsin.

Article 3

The capital stock of this Corporation shall be One Million Dollars
($1,000,000), divided into ten thousand (10,000) shares of the par value
of One Hundred Dollars ($100) each.

Article 4

The Board of Directors shall consist of such number of individuals, not
less than fifteen nor more than sixty, as from time to time shall be
prescribed in the By-laws, a least two-thirds of whom shall be residents
of Wisconsin and the majority of whom shall be residents of Milwaukee
County or adjacent counties. Each of said directors shall be elected for
a term of one year and until his successor has been elected and qualified.

In witness whereof, we have hereunto subscribed our names at Milwaukee,
Wisconsin, on this first day of July, A.D. 1903.

(Signed) Frederick Pabst
L.J. Petit
Fred Kasten
Oliver C. Fuller
Edward P. Vilas
State of Wisconsin
Milwaukee County

On this first day of July, A.D. 1903, personally appeared before me the
above signed Frederick Pabst, L.J. Petit, Frederick Kasten, Oliver C.
Fuller, and Edward P. Vilas, to me known to be the persons who executed
the foregoing instrument and severally acknowledge the same.
My commission will expire on the 30th day of December, 1906.

(Signed) W.L. Cheney
Notary Public
Milwaukee County,
Wisconsin

)
) ss.
)

<PAGE>
EXHIBIT 4

As Amended through December 20, 1990

RESTATED BY-LAWS OF
FIRSTAR TRUST COMPANY
ADOPTED JANUARY 15, 1963

Article 1

The annual meeting of this Corporation for the election of its directors
and the transaction of its general business shall be held on the third
Thursday of February at the general office of this Corporation in the City
of Milwaukee, at 8 o'clock in the morning, or at such other hour and place
in the City of Milwaukee as shall be designated by the Board of Directors.
If any hour other than 8 o'clock in the morning or any place other than
the general office of this Corporation shall be so designated, notice
thereof shall be given by mailing the same to each stockholder at his last
known address at least ten (10) days prior to the holding of said meeting.

Article 2

Special meetings of the stockholders of this Corporation shall be held in
the City of Milwaukee and may be called at any time by order of the
Chairman of the Board, the President, or one of the Vice Presidents, or by
the Board of Directors, by mailing to each stockholder at his last known
address at least ten (10) days prior to the date of the holding of such
special meeting, a notice specifying the time and place of such special
meeting and the business to be transacted thereat, and no other business
shall be transacted at said meeting.

Article 3

Section 1. Every stockholder may vote and participate at any meeting of
stockholders, either in person or by proxy. No proxy shall be recognized
unless the same shall be in writing, subscribed by the stockholder nor
unless filed with the Secretary prior to the meeting. No active or
salaried officer may act as a proxy for a stockholder.

Section 2. The Cashier shall maintain a stock book showing the name,
residence, and number of shares held by each stockholder, which shall at
all times, during the usual hours for transacting business, be subject to
inspection by the officers, directors, and stockholders of the Company.

Article 4

Section 1. The Board of Directors shall consist of not less than fifteen
nor more than thirty directors, the number of directors to be determined
by resolution adopted at each annual stockholders' meeting, or at any
special stockholders' meeting duly called for such purpose. On and after
January 1, 1978, no person shall be eligible to be elected or re-elected
as a member of the Board of Directors if he shall have attained 70 years
of age at the date of the election.

Section 2. The election of directors by the stockholders shall be by
ballot or other method as shall be adopted by the stockholders by
resolution or motion adopted at the stockholders' meeting.

Section 3. A majority of the Board of Directors shall constitute a quorum
for the transaction of business; provided that the directors may, once in
six (6) months, designate by resolution nine (9) members, any five (5) of
whom shall constitute a quorum.

Section 4. Minutes of each meeting of the Board of Directors shall
disclose the date of such meeting, the names of directors present, and the
reasons for the absence of each director not in attendance; shall be
subscribed by the presiding officer; and shall be read and approved by the
Board of Directors at the next succeeding meeting, the minutes of which
shall show such fact.

Section 5. A regular meeting of the Board of Directors shall be held at
the office of this Corporation in the City of Milwaukee at least once in
each month at such time as shall, from time to time, be designated by
resolution of the Board of Directors.

Section 6. Special meetings of the Board of Directors shall be held at
the general office of the Corporation in the City of Milwaukee or at such
other place in the City of Milwaukee as shall be designated, and may be
called by order of the Chairman of the Board, the President, or by any two
of the directors by mailing notice of such meeting and the designated time
and place thereof to each of the directors at his last known address two
(2) days prior to the holding of such meeting.

Article 5

Section 1. An Executive Committee consisting of the Chairman of the
Board, the President, and not less than six (6) or more than twelve (12)
other directors may be appointed by the Board of Directors to serve until
their successors shall be appointed, and such Executive Committee shall
direct the management of the affairs of this Corporation in the interim
between meetings of the Board of Directors, subject to the control of the
Board. The Chairman of the Board, or in his absence (through failure of
the Board of Directors to elect a Chairman or otherwise), the President,
shall preside at meetings of the Executive Committee. The person from
time to time elected Secretary of the Board shall also serve as Secretary
of the Executive Committee.

Section 2. Meetings of the Executive Committee may be held at any time
when the Board of Directors is not in session, and may be prescribed by
the Board of Directors or may be called by order of the Chairman of the
Board, the President, or by any two (2) members of the Executive
Committee, by mailing notice of such meeting designating the time and
place thereof, addressed to each member of the Committee at his last known
address two (2) days prior to the holding of such meeting, or by personal
notice thereof given a sufficient length of time before such meeting to
enable members to attend.

Section 3. The Executive Committee shall keep full and true minutes of
all business transacted at each meeting and shall submit its report
together with a copy of the minutes of its proceedings to the Board of
Directors at its next meeting thereafter.

Section 4. The Board of Directors may appoint an Investment Committee
consisting of at least two (2) officers and at least four (4) directors
who are not officers, which Committee shall have such duties and authority
as the Board of Directors shall from time to time prescribe. Members of
such committee shall serve for such periods as the Board shall from time
to time prescribe.

Section 5. The Board of Directors shall appoint a Loan Committee
consisting of three (3) or more directors, which shall meet at least once
each month an shall determine policies as to renewals and applications for
new loans. All loans shall be presented to the Loan Committee for
approval, provided, however, that the Board of Directors may by resolution
designate officers who may make loans without the prior approval of the
Loan Committee but subject to the provisions of the Wisconsin Statutes,
the regulations of the Commissioner of Banks, and these By-laws. Officers
designated by the Board may not make unsecured loans in an amount
exceeding $10,000, or collateral loans in an amount exceeding $25,000. No
loans may be made in an amount exceeding the limits established from time
to time by the Board of Directors without securing a sworn financial
statement unless such loan is secured by collateral having a value in
excess of the amount of the loan.

Section 6. Each year the Board of Directors shall appoint, from among its
members or stockholders, an Examining Committee, which shall have such
duties as shall be prescribed by law.

Section 7. The Board of Directors shall have the power to set the banking
hours of this bank, subject to the provisions of the Wisconsin Statutes
and the regulations of the Commissioner of Banks. Certified copies of all
resolutions of the Board pertaining to banking hours shall be furnished to
the State Banking Department.

Section 8. A detailed statement of all current expenses and taxes paid
shall be presented to the Board in writing every month, or more often if
required by the Board.

Article 6

A written waiver signed by any director or member of any committee shall
be the equivalent of due notice to him of any meeting therein mentioned.

Article 7

Directors and members of committees appointed by the Board of Directors,
except directors or members who are salaried officers or employees of this
Corporation, shall be paid such fees for services and attendance at
meetings as the Board of Directors shall from time to time prescribe.

Article 8

Section 1. The general officers of the Corporation shall be a president,
two or more vice presidents, a cashier and one or more assistant cashiers,
a secretary and one or more assistant secretaries, one or more trust
officers, and such other officers as may be appropriate for the
transaction of its business, each of whom shall be elected by a viva voce
vote of the Board of Directors, unless objection thereto is made,
whereupon such election shall be by ballot. The Chairman of the Board, if
there be one, the senior executive officer in charge of conducting the
business of this Corporation and the officer in charge of the Trust
Department of this Corporation shall be chosen from among the directors.
Each of said officers shall be elected for one year and until his
successor has been elected and qualified, unless sooner removed by the
Board of Directors.

Section 2. The Board of Directors shall have authority to define the
duties and obligations of all officers, to fix their compensation, to
dismiss them at pleasure, to fill vacancies in offices, and to require any
officer to provide a satisfactory bond for the faithful performance of his
duties. Unless otherwise prescribed by the Board of Directors, each
officer shall have the duties and authority prescribed by law or
ordinarily incidental to his office in similar corporations.

Section 3. The Board of Directors shall designate the officers to be the
chief executive officer in charge of the Trust Department of this
Corporation. All fiduciary powers of this Corporation shall be exercised
through such officer who shall be generally responsible for and supervise
and direct the activities of the Trust Department, and do and perform all
acts and things necessary and proper in carrying on the business of the
Trust Department in accordance with the provisions of applicable laws and
regulations and the directions of the Board of Directors, appropriate
committees of the Board, and his superior officers, and shall cause to be
kept under his supervision books of account of the transactions of this
Corporation in a fiduciary capacity.

Section 4. The executive officers shall have authority to employ and
discharge all necessary agents and servants of this Corporation whose
appointments shall not be provided for by the Board, to define their
duties, and to fix their compensations.

Article 9

The Board of Directors may by resolution provide for this Corporation to
indemnify each director or officer, whether or not then in office, against
all expense and liability relating to a claim, action, suit, or proceeding
against him or to which he may be made a party by reason of his being or
having been a director or officer of this Corporation, or of any other
company which he served as a director of officer at the request of this
Corporation, except in any case where he was finally adjudged to have been
derelict in the performance of his duties as such director or officer.
Such resolution may include provisions for this Corporation (1) to assume
or provide at its expense and risk the defense or settlement of any
section, (2) to purchase commercial insurance for the benefit of a
director or officer, including one adjudged guilty of negligence or
misconduct, and (3) to assume or share any additional expense or liability
as the Board of Directors deems warranted upon consideration of the
circumstances.

Article 10

The Board of Directors may by resolution adopt emergency provisions to
prevail notwithstanding any contrary provisions of these By-laws, to take
effect when a state of emergency results in this Corporation being unable
to continue its normal functions under the direction of established
management or at its regular location (which provisions may include, but
shall not be limited to procedures for establishing temporary offices, an
emergency executive committee, and emergency officer succession).

Article 11

The shares of stock of this Corporation shall be transferable only on the
books of this Corporation upon surrender of the certificate issued
therefor.

Article 12

These By-laws may be altered, amended, or repealed in whole or in part in
any manner not inconsistent with the provisions of law at any time by a
vote of the stockholders representing two-thirds of the capital stock,
such a vote to be taken at a general or special meeting, the notice
whereof shall specify that it is the intention to consider such amendment
and shall contain a full statement of the effect of the amendment
proposed.

<PAGE>
EXHIBIT 6

CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b)
OF THE TRUST INDENTURE ACT OF 1939

Firstar Trust Company, as Trustee herein named, hereby consents that
reports of examination of said Trustee by Federal and State authorities
may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.

FIRSTAR TRUST COMPANY,
as Trustee

By: /s/ Gene E. Ploeger
Gene E. Ploeger, Assistant Vice
President
(Name and title)

By: /s/ Yvonne Siira
Yvonne Siira, Assistant Secretary
(Name and title)

Dated: October 19, 1995

<PAGE>
EXHIBIT 7

PUBLICATION COPY--COMMERCIAL AND SAVINGS BANKS
CONSOLIDATED REPORT OF CONDITION
(Including Domestic and Foreign Subsidiaries)

STATE 035 (3/93)
LEGAL TITLE OF BANK STATE BANK NO.
12-99
Firstar Trust Company FEDERAL RESERVE DISTRICT NO.
7
CITY COUNTY STATE ZIP CODE CLOSE OF BUSINESS DATE
Milwaukee Milwaukee Wisconsin 53202 12/31/93

<TABLE>
<CAPTION>
Dollar Amounts
in Thousands
Mil Thou
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions:
a. Noninterest-bearing balances and currency and coin . . . . . . . . . . 93 793 1.a.
b. Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . 0 1.b.
2. Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 394 2.
3. Federal funds sold and securities purchased under agreements to resell
in domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . 10 000 3.a.
b. Securities purchased under agreements to resell . . . . . . . . . . . 0 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income . . . . . . . . . . . . . 8,696 4.a.
b. LESS: Allowance for loan and lease losses . . . . . . . . . . . . . 73 4.b.
c. LESS: Allocated transfer risk reserve . . . . . . . . . . . . . . . . 0 4.c.
d. Loans and leases, net of unearned income, allowance, and reserve
(Item 4.a. minus 4.b. and 4.c.) . . . . . . . . . . . . . . . . . . . 8 623 4.d.
5. Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . 0 5.
6. Promises and fixed assets (including capitalized leases) . . . . . . . . . 1 361 6.
7. Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . 0 7.
8. Investments in unconsolidated subsidiaries and associated companies . . . 0 8.
9. Customers' liability to this bank on acceptances outstanding . . . . . . . 0 9.
10. Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 10.
11. Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 042 11.
12. a. Total assets (sum of items 1 through 11) . . . . . . . . . . . . . . . 164 213 12.a.
b. Loans deferred pursuant to 12 U.S.C. Section 1823(J) . . . . . . . . . 0 12.b.
c. Total assets and losses deferred pursuant to 12 U.S.C.
Section 1823(J) (sum of items 12.a. and 12.b.) . . . . . . . . . . . 164 213 12.c.

LIABILITIES
13. Deposits:
a. In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . 141 819 13.a.
(1) Noninterest-bearing . . . . . . . . . . . . . . . . . . . . 141,374 13.a.(1)
(2) Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . 445 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . 0 13.b.
(1) Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . None 13.b.(1)
(2) Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . None 13.b.(2)
14. a. Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . 1 650 14.a.
b. Securities sold under agreements to repurchase . . . . . . . . . . . . 0 14.b.
15. Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . 0 15.
16. Other borrowed money . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 125 16.
17. Mortgage indebtedness and obligations under capitalized leases . . . . . . 0 17.
18. Bank's liability on acceptances executed and outstanding . . . . . . . . . 0 18.
19. Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . 0 19.
20. Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 910 20.
21. Total liabilities (sum of items 13 through 20) . . . . . . . . . . . . . . 150 504 21.
22. Limited-life preferred stock and related surplus . . . . . . . . . . . . . 0 22.

EQUITY CAPITAL
23. Perpetual preferred stock and related surplus
(Number of shares outstanding) . . . . . . . . . . . . . . . None) . . . 0 23.
24. Common stock (Number of shares
a. Authorized . . . . . 10,000
b. Outstanding . . . . 10,000) . . . . . . . . . . . . . . . . . . . . . 1 000 24.
25. Surplus (exclude all surplus related to preferred stock) . . . . . . . . . 9 083 25.
26. a. Undivided profits and capital reserves . . . . . . . . . . . . . . . . 3 626 26.a.
b. LESS: Net unrealized loss on marketable equity securities . . . . . . 0 26.b.
27. Cumulative foreign currency translation adjustments
28. a. Total equity capital (sum of items 23 through 27) . . . . . . . . . . 13 709 28.a.
b. Losses deferred pursuant to 12 U.S.C. Section 1823(J) . . . . . . . . 0 28.b.
c. Total equity capital and losses deferred pursuant to 12 U.S.C.
Section 1823 (J) (sum of items 28.a. and 28.b.) . . . . . . . . . . . 13 709 28.c.
29. Total liabilities, limited-life preferred stock, equity capital, and
losses deferred pursuant to 12 U.S.C. Section 1823(J) (sum of items 21,
22, and 28.c.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164 213 29.

MEMORANDA: Amounts outstanding as of Report of Condition date: . . . . . . . . MEMO
1.a. Standby letter of credit. Total . . . . . . . . . . . . . . . . . . . None 1.a.
1.b. Amount of Standby letters of credit in memo 1.a. conveyed to
others through participations . . . . . . . . . . . . . . . . . . . . None 1.b.

</TABLE>

NOTE: This report must be signed by an authorized officer(s) and attested
by not less than three directors other than the officer(s) signing the
report.

I/We, the undersigned officer(s), do hereby declare that this Report of
Condition has been prepared in conformance with official instructions and
is true and correct to the best of my (our) knowledge and belief.

SIGNATURE OF OFFICER(S) AUTHORIZED TO SIGN REPORT DATE SIGNED
James D. Hintz Jan 26, 1994

NAME(S) AND TITLES(S) OF OFFICER(S) AREA CODE/PHONE NO.
AUTHORIZED TO SIGN REPORT 414 765-5295
James D. Hintz, First Vice President and Cashier

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of
our knowledge and belief has been prepared in conformance with official
instructions and is true and correct.

SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR SIGNATURE OF DIRECTOR
Blaine E. Rieke Philip R. Smith

(MAKE MARK FOR State of Wisconsin County of Milwaukee
NOTARY'S SEAL) Sworn to and subscribed before me this 27th day of
January 1994 and I hereby certify that I am not an
officer or director of this bank.

Nancy A. Helgerson
Signature Notary Public
My commission expires 4-20 1997