WISCONSIN GAS CO, S-3/A, 1995-11-03

WISCONSIN GAS CO
S-3/A, 1995-11-03
NATURAL GAS TRANSMISSION

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As filed with the Securities and Exchange Commission on November 3, 1995

Reg. No. 33-63573

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________

AMENDMENT NO. 1
TO

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 Amount of
Class of Securities Aggregate Offering Registration
to be Registered Price Fee(1)(2)

Notes $65,000,000 $22,415

(1) Calculated in accordance with Rule 457(a) under the Securities Act of
1933.
(2) $20,690 of the registration fee was paid with the filing of the
Registration Statement.

_________________________

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 November 3, 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 9-1/8% 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 October 31, 1995, the
average weighted interest rate on the short-term debt to be repaid was
approximately 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.

<PAGE>

SUBJECT TO COMPLETION
Dated November 3, 1995

$65,000,000

WISCONSIN GAS COMPANY

Notes
___________

Wisconsin Gas Company (the "Company") may from time to time offer, in one
or more series, up to $65 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 $65 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 "Pro-
spectus 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 Distri-
bution." 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, June 30 and September 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 September 30, 1995
(unaudited) and for the year ended December 31, 1994, respectively.

Twelve Months Ended

September 30, December 31,
1995 1994
(Unaudited)

(Thousands of Dollars)

Operating Revenues . . . . . . . $495,843 $556,587
Operating Income . . . . . . . . $ 50,191 $ 44,364
Net Income . . . . . . . . . . . $ 22,425 $ 18,896

As of September 30, 1995
(Unaudited)
(Thousands of Dollars)
Capitalization:

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

Common Stockholder's Equity . . 184,605
Total . . . . . . . . . . . $327,605

_______________
* 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 September 30, 1995
and for the last five years:

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

3.30 2.89 2.92 2.77 2.96 2.48

The ratio of earnings to fixed charges for the nine months ended
September 30, 1995 was 2.98. 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 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

$65,000,000

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 . . . . . . . . . . . . . . $ 22,415
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 . . . . . . . . . . . . . 3,585
--------
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 Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Milwaukee, State of Wisconsin, on November 3, 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
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.

Signature Title Date

/s/ Thomas F. Schrader President, Chief Executive November 3, 1995
Thomas F. Schrader Officer and Director
(Principal Executive Officer)

/s/ Joseph P. Wenzler Vice President and Chief November 3, 1995
Joseph P. Wenzler Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)

Wendell F. Bueche* Director November 3, 1995

Willie D. Davis* Director November 3, 1995

Jere D. McGaffey* Director November 3, 1995

Daniel F. McKeithan, Jr.* Director November 3, 1995

Guy A. Osborn* Director November 3, 1995

Stuart W. Tisdale* Director November 3, 1995

George E. Wardeberg* Director November 3, 1995

Essie M. Whitelaw* Director November 3, 1995

William B. Winter* Director November 3, 1995

*By /s/ Joseph P. Wenzler
Joseph P. Wenzler
Attorney-in-Fact

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 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, N.A.,
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) Revolving Credit Agreement Amendment, effective
November 15, 1994, among Wisconsin Gas Company
and Citibank, N.A., Firstar Bank Milwaukee, N.A.,
Harris Trust and Savings Bank, M&I Marshall and
Ilsley Bank and Citibank, N.A., as Agent
(incorporated by reference to Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995).

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

(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.*

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

_______________

* Previously filed.

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

November 3, 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 (such Registration Statement as amended up to and including the
date hereof is referred to herein as 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
$65,000,000 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; 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)

<CAPTION>
Nine Months Twelve Months
Ended Ended Year Ended December 31
September 30, September 30,
1995 1995 1994 1993 1992 1991 1990

<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:

Income before interest
expense $ 24,051 $36,909 $33,244 $34,651 $32,948 $29,866 $26,873

Adjustments:

Federal and State
income taxes 8,564 13,503 10,993 11,280 10,210 9,689 8,146

Interest factor
applicable to rents 787 1,151 1,447 1,433 1,114 898 746
-------- ------- ------- ------- ------- ------- --------

Total earnings as defined $33,402 $51,563 $45,684 $47,364 $44,272 $40,453 $35,765
======= ======= ======= ======= ======= ======= =======

Fixed charges:

Interest on long-term
debt $ 8,609 $11,501 $11,601 $12,816 $13,472 $12,047 $11,049

Amortization of debt
discount, premium
and expense 382 514 529 585 588 602 137

Other interest 1,430 2,467 2,218 1,380 828 130 2,492

Interest factor
applicable to rents 787 1,151 1,447 1,433 1,114 898 746
------ -------- ------- ------- -------- ------- -------

Total fixed charges $11,208 $15,633 $15,795 $16,214 $16,002 $13,677 $14,424
======= ======= ======= ======= ======= ======= =======
Ratio of earnings to
fixed charges 2.98 3.30 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
November 3, 1995