MADISON GAS & ELECTRIC CO
10-Q, 1995-11-13
ELECTRIC & OTHER SERVICES COMBINED
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              SECURITIES AND EXCHANGE COMMISSION

                   Washington, D. C.  20549
                          FORM 10-Q


 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended:  SEPTEMBER 30, 1995

                              or
 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934
     For the transition period from:  ___________ to  ___________


                Commission File Number 0-1125


               MADISON GAS AND ELECTRIC COMPANY
     (Exact name of registrant as specified in its charter)


          Wisconsin                     39-0444025
 (State or other jurisdiction        (IRS Employer
  of incorporation or                Identification No.)
  organization)


    133 South Blair Street, Madison, Wisconsin 53701-1231
    (Address of principal executive offices and zip code)


                        (608) 252-7000
    (Registrant's telephone number including area code) 


  Common Stock outstanding at November 10, 1995:  10,719,812 shares


 Indicate by check mark whether the registrant (1) has filed all reports
 required to be filed by Section 13 or 15(d) of the Securities Exchange
 Act of 1934 during the preceding 12 months, and (2) has been subject to
 such filing requirements for the past 90 days.  Yes [X]  No [ ]
<PAGE>
<TABLE>
 PART I.  FINANCIAL INFORMATION

 Item 1.  Financial Statements

        Madison Gas and Electric Company and Subsidiaries
      CONSOLIDATED STATEMENTS OF INCOME AND RETAINED INCOME
                       (Thousands of Dollars)
                              (Unaudited)
<CAPTION>
                                     Three Months          Nine Months
                                         Ended                Ended
                                     September 30,        September 30,
                                     1995       1994      1995       1994
<S>                                 <C>        <C>       <C>       <C>
         STATEMENTS OF INCOME
 Operating Revenues
   Electric  . . . . . . . . . . . .$47,316    $43,577   $117,908  $115,273
   Gas   . . . . . . . . . . . . . .  7,407      8,615     59,787    69,424
     Total Operating Revenues  . . . 54,723     52,192    177,695   184,697
 Operating Expenses
   Fuel for electric generation  . .  8,509      6,770     21,549    21,009
   Purchased power   . . . . . . . .  2,526      4,126      6,169     7,922
   Natural gas purchased   . . . . .  3,220      4,669     35,716    44,219
   Other operations  . . . . . . . . 14,764     13,702     44,725    42,842
   Maintenance   . . . . . . . . . .  2,402      2,419      8,919     8,881
   Depreciation and amortization   .  6,206      5,610     18,656    16,818
   Other general taxes   . . . . . .  2,149      2,114      6,495     6,533
   Income tax items  . . . . . . . .  4,933      3,995     10,554    11,164
     Total Operating Expenses  . . . 44,709     43,405    152,783   159,388
 Net Operating Income  . . . . . . . 10,014      8,787     24,912    25,309
 AFUDC - equity funds  . . . . . . .     10         36         46        91
 Other income, net . . . . . . . . .    297        423      2,523     1,519
 Income before interest expense  . . 10,321      9,246     27,481    26,919
 Interest Expense
   Interest on long-term debt  . . .  2,593      2,645      7,774     7,897
   Other interest  . . . . . . . . .    208        157        797       302
   AFUDC - borrowed funds  . . . . .     (5)       (21)       (24)      (51)
     Net Interest Expense  . . . . .  2,796      2,781      8,547     8,148
 Net Income  . . . . . . . . . . . .  7,525      6,465     18,934    18,771
 Preferred stock dividends . . . . .      -        117         64       356
 Earnings on common stock  . . . . . $7,525     $6,348    $18,870   $18,415
 Earnings per share of common stock
   (Note 3)  . . . . . . . . . . . .  $0.70      $0.59      $1.76     $1.72

    STATEMENTS OF RETAINED INCOME
 Balance - beginning of period . . .$78,628    $74,964    $77,358   $72,865
 Earnings on common stock  . . . . .  7,525      6,348     18,870    18,415
 Cash dividends on common stock
  (Note 3) . . . . . . . . . . . . . (5,093)    (5,039)   (15,168)  (15,007)
 Balance - end of period . . . . . .$81,060    $76,273    $81,060   $76,273
<FN>
 The accompanying notes are an integral part of the above statements.
/TABLE
<PAGE>
<TABLE>
        Madison Gas and Electric Company and Subsidiaries
               CONSOLIDATED STATEMENTS OF CASH FLOW
                       (Thousands of Dollars)
                            (Unaudited)
<CAPTION>
                                        Three Months        Nine Months
                                           Ended               Ended
                                       September 30,       September 30,
                                        1995      1994      1995      1994
<S>                                    <C>       <C>       <C>       <C>
 Operating Activities
   Net income  . . . . . . . . . . . . $7,525    $6,465    $18,934   $18,771
   Items not affecting working
   capital:
     Depreciation and amortization   .  6,206     5,610     18,656    16,818
     Deferred income taxes   . . . . .   (323)      (86)      (563)      825
     Amortization of nuclear fuel  . .    797       858      1,927     1,953
     Amortization of investment tax
      credits  . . . . . . . . . . . .   (192)     (194)      (581)     (581)
     AFUDC - equity funds  . . . . . .    (10)      (36)       (46)      (91)
     Other   . . . . . . . . . . . . .    157       (82)     1,061       155
        Net funds provided from
        Operations   . . . . . . . . . 14,160    12,535     39,388    37,850
   Changes in working capital,
   excluding cash equivalents, sinking
   funds, maturities, and interim
   loans:
     (Increase)/decrease in current
      assets . . . . . . . . . . . . . (4,667)     (724)     9,985       290
     Increase/(decrease) in current
      liabilities  . . . . . . . . . .  1,428       476     (1,610)   (2,474)
   Other noncurrent items, net   . . . (2,092)   (2,571)    (2,073)      244
     Cash provided by Operating
      Activities . . . . . . . . . . .  8,829     9,716     45,690    35,910
 Financing Activities                                             
   Cash dividends on common and
    preferred stock  . . . . . . . . . (5,093)   (5,156)   (15,232)  (15,363)
   Other increases/(decreases) in                                 
   First Mortgage Bonds  . . . . . . .      9         7       (233)      (64)
   Decrease in preferred stock   . . .      -      (200)    (5,300)     (200)
   Decrease in bond - construction
    funds  . . . . . . . . . . . . . .  1,976     3,141      5,469     7,940
   Decrease in interim loans   . . . . (1,250)     (500)   (17,350)  (10,000)
     Cash used for Financing
      Activities . . . . . . . . . . . (4,358)   (2,708)   (32,646)  (17,687)
 Investing Activities
   Acquisition of a nonregulated
    subsidiary . . . . . . . . . . . .      -         -     (8,036)        -
   Additions to utility plant and      
    nuclear fuel . . . . . . . . . . . (4,997)   (8,261)   (13,083)  (16,757)
   AFUDC - borrowed funds  . . . . . .     (5)      (21)       (24)      (51)
   Increase in decommissioning fund  . (1,135)     (668)    (3,117)   (1,925)
     Cash used for Investing
      Activities . . . . . . . . . . . (6,137)   (8,950)   (24,260)  (18,733)
 Change in Cash and Cash Equivalents   
  (Note 5) . . . . . . . . . . . . . . (1,666)   (1,942)   (11,216)     (510)
   Cash and cash equivalents at         
    beginning of period  . . . . . . .  1,984     2,823     11,534     1,391
   Cash and cash equivalents at end of   
    period . . . . . . . . . . . . . .   $318      $881       $318      $881
<FN>
 The accompanying notes are an integral part of the above statements.
/TABLE
<PAGE>
<TABLE>
        Madison Gas and Electric Company and Subsidiaries
                   CONSOLIDATED BALANCE SHEETS
                       (Thousands of Dollars)
                             (Unaudited)
<CAPTION>
                                                       Sept. 30   Dec. 31
                                                         1995       1994
<S>                                                    <C>        <C>
                         ASSETS
 Utility Plant (at original cost), In Service
   Electric  . . . . . . . . . . . . . . . . . . . . . $488,081   $479,346
   Gas   . . . . . . . . . . . . . . . . . . . . . . .  172,763    167,710
     Gross plant in service  . . . . . . . . . . . . .  660,844    647,056
   Less accumulated provision for depreciation   . . . (340,708)  (323,511)
     Net plant in service  . . . . . . . . . . . . . .  320,136    323,545
   Construction work in progress   . . . . . . . . . .    9,240     11,920
   Nuclear decommissioning fund (Note 2)   . . . . . .   30,932     27,815
   Nuclear fuel, net   . . . . . . . . . . . . . . . .    6,618      8,386
     Total Utility Plant   . . . . . . . . . . . . . .  366,926    371,666
 Other property and investments  . . . . . . . . . . .   18,899      9,843
 Current Assets
   Cash and cash equivalents   . . . . . . . . . . . .      318     11,534
   Accounts receivable, less reserves of $1,160 and
    $921, respectively . . . . . . . . . . . . . . . .   22,734     25,998
   Unbilled revenue  . . . . . . . . . . . . . . . . .    5,644     10,411
   Materials and supplies, at average cost   . . . . .    6,229      6,424
   Fossil fuel, at average cost  . . . . . . . . . . .    2,300      2,130
   Stored natural gas, at average cost   . . . . . . .    8,514      8,551
   Prepaid taxes   . . . . . . . . . . . . . . . . . .    4,345      5,838
   Other prepayments   . . . . . . . . . . . . . . . .    1,057      1,456
     Total Current Assets  . . . . . . . . . . . . . .   51,141     72,342
 Deferred charges  . . . . . . . . . . . . . . . . . .   36,167     33,908
        Total Assets   . . . . . . . . . . . . . . . . $473,133   $487,759

             CAPITALIZATION AND LIABILITIES
 Capitalization (see statement)  . . . . . . . . . . . $321,621   $325,389
 Current Liabilities
   Preferred stock sinking fund requirements   . . . .        -        200
   Long-term debt sinking fund requirements  . . . . .      195        430
   Maturity of 5.45%, 1996 series  . . . . . . . . . .    7,840          -
   Interim loans - commercial paper outstanding  . . .   11,250     28,600
   Accounts payable  . . . . . . . . . . . . . . . . .   12,291     18,360
   Accrued taxes   . . . . . . . . . . . . . . . . . .      527      1,143
   Accrued interest  . . . . . . . . . . . . . . . . .    3,989      2,803
   Other   . . . . . . . . . . . . . . . . . . . . . .    8,210      4,327
     Total Current Liabilities   . . . . . . . . . . .   44,302     55,863
 Other Credits
   Accumulated deferred income taxes   . . . . . . . .   55,673     56,595
   Regulatory liability  . . . . . . . . . . . . . . .   25,563     25,204
   Investment tax credit - deferred  . . . . . . . . .   12,423     12,998
   Other   . . . . . . . . . . . . . . . . . . . . . .   13,551     11,710
     Total Other Credits   . . . . . . . . . . . . . .  107,210    106,507
 Commitments . . . . . . . . . . . . . . . . . . . . .        -          -
        Total Capitalization and Liabilities   . . . . $473,133   $487,759
<FN>
 The accompanying notes are an integral part of the above balance sheets.
/TABLE
<PAGE>
<TABLE>
        Madison Gas and Electric Company and Subsidiaries
            CONSOLIDATED STATEMENTS OF CAPITALIZATION
                       (Thousands of Dollars)
                             (Unaudited)
<CAPTION>
                                                        Sept. 30   Dec. 31
                                                          1995      1994
<S>                                                     <C>        <C>
 Common Shareholders' Equity
   Common stock - par value $8 per share:
     Authorized 28,000,000 shares
     Outstanding 10,719,812 shares   . . . . . . . . .  $85,758    $85,758
   Amount received in excess of par value  . . . . . .   26,372     26,372
   Retained income   . . . . . . . . . . . . . . . . .   81,060     77,359
     Total Common Shareholders' Equity   . . . . . . .  193,190    189,489
 Redeemable Preferred Stock cumulative, $25 par value,
     authorized 1,175,000 shares (Note 4a)
   Series E, 8.70%, 0 and 212,000 shares outstanding,
   respectively, less current sinking fund
   requirements of $0 and $200, respectively . . . . .        -      5,100
   
 First Mortgage Bonds
   5.45%, 1996 series (Note 4b)  . . . . . . . . . . .    7,840      7,920
   7 3/4%, 2001 series (Note 4c)   . . . . . . . . . .   11,302     11,478
   6 1/2%, 2006 series:
     Pollution Control Revenue Bonds,
     principal amount $8,775 and $8,780 respectively,
     less pollution control
     fund of $1,687 and $1,618, respectively   . . . .    7,088      7,162
   8.50%, 2022 series  . . . . . . . . . . . . . . . .   40,000     40,000
   6.75%, 2027A series:
     Industrial Development Revenue Bonds,
     principal amount $28,000, less construction fund
     of $934 and $6,472, respectively  . . . . . . . .   27,066     21,528
   6.70%, 2027B series:
     Industrial Development Revenue Bonds  . . . . . .   19,300     19,300
   7.70%, 2028 series  . . . . . . . . . . . . . . . .   25,000     25,000
     First Mortgage Bonds Outstanding  . . . . . . . .  137,596    132,388
   Unamortized discount and premium on bonds, net  . .   (1,130)    (1,158)
   Long-term debt sinking fund requirements  . . . . .     (195)      (430)
   Maturity of 5.45%, 1996 series  . . . . . . . . . .   (7,840)         -
     Total First Mortgage Bonds  . . . . . . . . . . .  128,431    130,800
        Total Capitalization   . . . . . . . . . . . . $321,621   $325,389
<FN>
 The accompanying notes are an integral part of the above statements.
</TABLE>
<PAGE>
       Notes to Consolidated Financial Statements (Unaudited)
                        September 30, 1995

The consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company
believes that the disclosures made are adequate to make the
information presented not misleading. In the opinion of Company
management, all adjustments (consisting of only normal recurring
adjustments) necessary to fairly present results have been made.

It is suggested that these consolidated financial statements be
read in conjunction with the financial statements and the notes
thereto set forth on pages 20 through 25 of the Company's 1994
Annual Report to Shareholders and in the Company's 1994 Annual
Report on Form 10-K.

1. Summary of Significant Accounting Policies

   The accounting and financial policies relative to the
   following items have been described in the "Notes to
   Consolidated Financial Statements" in the Company's 1994
   Annual Report to Shareholders and have been omitted herein
   because they have not changed materially through the date of
   this report.

   a.   Basis of consolidation
   b.   Revenue recognition
   c.   Utility plant
   d.   Nuclear fuel
   e.   Joint plant ownership
   f.   Cash and cash equivalents
   g.   Depreciation
   h.   Income taxes
   i.   Accounts receivable
   j.   Pension plans
   k.   Postretirement benefits other than pensions
   l.   Fair value of financial instruments
   m.   Capitalization matters: common stock, notes payable to
        banks, commercial paper, and lines of credit
   n.   Rate matters
   o.   Commitments
   p.   Segments of business

2. Nuclear Decommissioning

   Nuclear decommissioning costs are accrued over the estimated
   service life of the Kewaunee Nuclear Power Plant (Kewaunee),
   which is through the year 2013. These costs are currently
   recovered from customers in rates and are deposited in
   external trusts. For 1995, the decommissioning costs recovered
   in rates will be $3.1 million. These trusts are shown on the
   balance sheet in the utility plant section, and as of
   September 30, 1995, these trusts totaled $30.9 million.
<PAGE>
 Notes to Consolidated Financial Statements (continued)

   Decommissioning costs are recovered through depreciation
   expense, exclusive of earnings on the trusts. Net earnings on
   the trusts are included in other income. The long-term,
   after-tax earnings assumption on these trusts is 6.2 percent.
   As of September 30, 1995, the accumulated provision for
   depreciation included accumulated provisions for
   decommissioning totaling $30.9 million.

   The Company's share of Kewaunee decommissioning costs is
   estimated to be $66.1 million in current dollars based on a
   site-specific study performed in 1992 using immediate
   dismantlement as the method of decommissioning.
   Decommissioning costs are assumed to inflate at an average
   rate of 6.1 percent. Physical decommissioning is expected to
   occur during the period 2014 through 2021, with additional
   expenditures being incurred during the period 2022 through
   2050 related to the storage of spent nuclear fuel at the site.

3. Per-Share Amounts

   Earnings per share of common stock are computed on the basis
   of the weighted average of the daily number of shares
   outstanding. For the three months and for the nine months
   ended September 30, 1995 and 1994, there were 10,719,812
   shares.

   Dividends declared and paid per share of common stock for the
   periods ended September 30, 1995 and 1994, were, respectively,
   for the three months $0.475 and $0.47; for the nine months,
   $1.415 and $1.40

4. Capitalization Matters

   a. Redeemable preferred stock.

      On February 21, 1995, the Company retired 16,000 Series E
      shares for $400,000 in satisfying its annual sinking fund
      retirement obligation. The Company repurchased all
      remaining shares outstanding of its Series E, 8.70%,
      preferred stock on the same day. The total amount of
      approximately $5.5 million was financed with short-term
      borrowings.

   b. First Mortgage Bonds.

      The annual sinking fund requirements of the outstanding
      First Mortgage Bonds are $430,000 in 1995. As of
      September 30, 1995, $195,000 is still needed to satisfy the
      1995 requirements.

      The 5.45%, First Mortgage Bonds, 1996 series will be
      maturing on June 1, 1996, requiring $7.8 million to retire
      this series of bonds.

   c. Subsequent Event.

      On November 22, 1995, the Company will redeem the
      outstanding $11.3 million, 7 3/4%, 2001 series, First
      Mortgage Bonds and replace these bonds with commercial
      paper. The Company has entered into an agreement with a
      commercial bank to fix the interest rate payable by the
      Company for a five-year period.
<PAGE>
 Notes to Consolidated Financial Statements (continued)

5. Supplemental Cash Flow Information

   For purposes of the Consolidated Statements of Cash Flow, the
   Company considers cash equivalents to be those investments
   that are highly liquid with maturity dates of less than three
   months.

   Cash payments for interest, net of amounts capitalized, and
   income taxes were as follows:

                              Three Months     Nine Months
                                 Ended            Ended
                              September 30,    September 30,
   (Thousands of dollars)      1995    1994     1995     1994

   Interest, net of amounts
     capitalized              $1,601  $1,589    $7,481  $6,920
   Income taxes paid          $4,515  $3,301   $13,495  $9,302

6. Acquisition of Nonregulated Subsidiary

   In January 1995 the Company purchased certain assets of
   American Energy Management, Inc. (AEM), a national energy
   marketing firm that provides gas marketing, energy management,
   energy auditing, and conservation services to customers in
   twelve states. The acquisition has been accounted for as a
   purchase, and the results of AEM have been included in the
   accompanying consolidated financial statements since the date
   of acquisition. Pro forma results are not presented because
   the amounts do not significantly differ from historical
   results.

   The costs of the acquisition have been allocated on the basis
   of the estimated fair market value of the assets acquired and
   the liabilities assumed. The resulting goodwill is being
   amortized over 25 years. Additionally, the former owner has an
   option to purchase 20 percent of AEM at any time prior to the
   year 2000.
<PAGE>
 Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations

Liquidity and Capital Resources

The Company's internally generated funds were greater than the
funds used for construction and nuclear fuel expenditures during
all of the periods ended September 30, 1995. It is anticipated
that 1995 construction and nuclear fuel expenditures will be
between $22 million and $25 million. The Company also expects to
capitalize about $2 million to $3 million of spending on
conservation programs with internally generated funds.
Approximately $6 million of the Company's electric construction
program during this period has been met with construction fund
draw-downs.

During the first quarter of 1995, the Company purchased all of
its outstanding 8.70%, Series E, preferred stock and acquired AEM
with internally generated cash.

Bank lines of credit available to Madison Gas and Electric
Company (MGE) are currently $25 million. Great Lakes Energy Corp.
(GLENCO), a wholly owned subsidiary of MGE, and AEM, a subsidiary
of GLENCO, have established bank lines of credit up to
$5 million.

The Company's capitalization ratios were as follows:

                                     Sept. 30,    Dec. 31,
                                      1995         1994

     Common shareholders' equity . .  56.7%        53.4%
     Redeemable preferred stock* . .     -          1.5
     Long-term debt* . . . . . . . .  40.0         37.0
     Short-term debt . . . . . . . .   3.3          8.1

     *Includes current maturities and current sinking fund
     requirements.

The Company's bonds are currently rated Aa2 by Moody's Investors
Service, Inc., and AA by Standard & Poor's Corporation. The
Company's dealer-issued commercial paper carries the highest
ratings assigned by Moody's and Standard & Poor's.

Business Environment

On May 1, 1995, Northern States Power Company and Wisconsin
Energy Corporation announced a proposed merger. If approved, the
two companies would form a holding company called Primergy
Corporation, creating the tenth largest utility company in the
United States. The merger has been approved by the shareholders
of both companies. Various regulatory agency approval is required
including the Securities and Exchange Commission, the Nuclear
Regulatory Commission, the Federal Energy Regulatory Commission,
and state regulatory agencies. The Company is opposing approval
of the merger on the grounds that the merger would violate
antitrust laws and principles. The outcome of this proposed
merger and the impacts it may have on the Company are unknown at
this time.

Regulatory Environment

The Public Service Commission of Wisconsin (PSCW) has opened a
docket to examine the costs and benefits of changing electric
utility company structure and regulation. The Commissioner
chairing the advisory committee to study this issue and the
Wisconsin Assembly Utilities Committee agreed that the PSCW would
continue to study the matter but no legislation would be
considered during 1995 or 1996. It is unknown at this time what
<PAGE>
Management's Discussion and Analysis (continued)

impact (if any) this examination will have on the Company. The
PSCW has also opened a docket to examine what changes are needed
in the cost recovery mechanism for purchasing gas costs. It is
not known what changes (if any) will be made to the Purchased
Gas Adjustment Clause.

Results of Operations

Electric Sales and Revenues

The extremely hot weather experienced this summer contributed to
increased electric sales for the three and nine months ended
September 30, 1995, compared to the same periods last year (see
table below). Electric retail sales increased approximately
13 percent for the three months ended September 30, 1995,
compared to the same time period a year ago.

Cooling degree days (measured by the number of degrees the mean
daily temperature is above 65 degrees Fahrenheit) for the third
quarter of 1995 increased approximately 92 percent over last
year's third quarter, and approximately 70 percent over normal.
The average temperature for this year's third quarter was
70 degrees Fahrenheit, 3 degrees higher than the average
temperature for the third quarter of 1994.

<TABLE>
                                       Electric Sales in Megawatt-Hours
<CAPTION>
                    Three Months Ended September 30   Nine Months Ended Sept. 30
                     1995      1994     % Change      1995        1994       % Change
<S>                  <C>       <C>      <C>           <C>         <C>        <C>
Residential          227,414   179,750   26.52%         561,923     515,159    9.08%

Large commercial
and industrial*      258,855   283,081   (8.56)         712,285     746,505   (4.58)

Small commercial                                       
and industrial       192,348   172,771   11.33          528,405     508,336    3.95

Other<FN1>            93,779    46,356  102.30          245,047     128,796   90.26

  Total retail       772,396   681,958   13.26        2,047,660   1,898,796    7.84

Sales for resale       2,859     2,563   11.55           16,768      32,462  (48.35)

  Total sales        775,255   684,521   13.26        2,064,428   1,931,258    6.90

<FN>
The significant increase in other electric sales is due to a shift in a
major customer from the large commercial and industrial class.
</TABLE>

The increase in electric sales for both the three- and nine-month
periods contributed to the increase in electric operating
revenues of $3.7 million or 8.6 percent for this year's third
quarter, and $2.6 million or 2.3 percent for the nine months
ended September 30, 1995, as compared to the same periods the
previous year. Electric rates were effectively reduced by
$5.1 million or 3.3 percent effective January 1, 1995.
<PAGE>
Management's Discussion and Analysis (continued)

Gas Sales and Revenues

For the nine months ended September 30, 1995, gas revenues
decreased about $10 million or 14 percent compared to the same
1994 period. The decrease in gas revenues can be attributed, in
part, to lower sales volumes due to the warm weather experienced
in the first quarter of this year as compared to the cold first
quarter in 1994. In addition, gas costs on a per-unit basis were
less this year compared to the previous year. The lower gas costs
are reflected in revenues by the Company's Purchased Gas
Adjustment Clause.

For the three months ended September 30, 1995, gas revenues
decreased about $1 million or 14 percent as compared to the same
period last year. The decrease for both the three- and nine-month
periods ended September 30, 1995, compared to last year, is also
attributable to a shift in customers from system rates to
transportation rates (see table). Transport customers' revenue is
recorded only as margin (revenue less cost of gas).

The following table illustrates gas deliveries as compared to the
previous year:

<TABLE>
                               Gas Deliveries in Thousands of Therms
<CAPTION>
               Three Months Ended September 30    Nine Months Ended September 30
                   1995      1994    % Change      1995       1994      % Change
<S>               <C>       <C>      <C>          <C>        <C>       <C>
Residential        5,702     5,608    1.68%        56,419     59,711    (5.52)%

Commercial and
  Industrial      10,099    10,660   (5.26)        61,437     71,837   (14.48)

Total retail      15,801    16,268   (2.87)       117,856    131,554   (10.41)

Transport<FN1>    10,036     8,265   21.43         26,677     15,030    77.49

Total gas
  deliveries      25,837    24,533    5.32        144,533    146,584    (1.40)

<FN>
The significant increase in transport is due to a shift in customers from
system rates to transportation rates.
</TABLE>

Electric Fuel and Natural Gas Costs

Fuel for electric generation increased approximately $2.0 million
or 26 percent for the third quarter of 1995 compared to last
year's third quarter. This was mainly attributable to the
significant increase in power demands due to the hot and humid
weather experienced during this time. Purchased power decreased
approximately $2 million or 40 percent for the three months ended
September 30, 1995, compared to the same period last year. The
Company was able to use lower cost fuel during this time period,
thus reducing the volume of purchased power needed. The volume of
purchased power for the third quarter of 1995 decreased by
approximately 65 gigawatt-hours or 43 percent.

Fuel costs and purchased power decreased approximately
$1.2 million or 4 percent for the nine-month period ended
September 30, 1995, when compared to the same period last year.
This was due to a decrease in fuel cost at the Company's Columbia
Energy Center along with a decrease in purchased power costs.
<PAGE>
Management's Discussion and Analysis (continued)

The extremely hot July and August caused power demands to
increase significantly. On July 13, 1995, the Company set a
record for peak demand of 598 megawatts for one hour, breaking
the previously set record of 570 megawatts for one hour set in
June 1995.

Natural gas costs for the nine-month period ended September 30,
1995, decreased $8.5 million or 19 percent compared to the same
nine-month period a year ago. This was due to the following
factors: a lower demand resulting from the warm weather
experienced in this year's first quarter compared to the cold
weather in the first quarter of 1994, a decrease in the cost per
therm of $0.03, and the shift in customers from system rates to
transport rates as described earlier.

Natural gas costs for the three months ended September 30, 1995,
versus the 1994 comparative period decreased $1.4 million or
31 percent. This is due to a decrease in the cost per therm of
approximately $0.08 or 29 percent and the shift in customers from
system rates to transport rates.

Other Operating Expenses

Depreciation expense for the three months and nine months ended
September 30, 1995, when compared to the same time periods in
1994, increased $0.6 million and $1.8 million or 11 percent,
respectively. This is attributable to an increase in
decommissioning costs recorded as depreciation expenses (see
Note 2).

Income taxes increased $1 million or 23 percent for the three
months ended September 30, 1995, compared to the same 1994
period. For the nine-month period ended September 30, 1995,
income taxes decreased $0.6 million or 5 percent compared to last
year. The increase in income taxes for the third quarter of this
year is due to an increase in pretax operating income. The
decrease for the nine months ended September 30, 1995, is due to
the decrease in pretax operating income for this period.

Other Items

Other income increased $1 million for the nine months ended
September 30, 1995, compared to the same period last year due to
earnings realized from the Company's nonregulated business.

Other interest expense increased for both the three- and
nine-month periods ended September 30, 1995, when compared to the
same periods a year ago. This is due to higher levels of
short-term debt outstanding during 1995 periods than in 1994
because of the repurchase of the Series E preferred stock earlier
this year.
<PAGE>
PART II. OTHER INFORMATION

Item 6(a)  Exhibits

Exh. No.   Indenture of Mortgage and Deed of Trust Between the
   4       Company and Firstar Trust Company, as Trustee (and
           supplements). Reference was provided in the
           Company's 1994 Annual Report on Form 10-K
           (Commission File No. 0-1125).

Exh. No.   Ratio of Earnings to Fixed Charges
  12

Exh. No.   Appendix E to Item 601(c) of Regulation S-K: Public
   27      Utility Companies Financial Data Schedule UT

                               Exhibit Index

            Exhibit                                Sequentially 
              No.     Exhibit                      Numbered Page

               4      Indenture of Mortgage and
                      Deed of Trust Between the
                      the Company and Firstar
                      Trust Company                       NA

              12      Ratio of Earnings to Fixed
                      Charges                             15

              27      Regulation S-K: Financial Data
                      Schedule UT                         16

 Item 6(b)  Reports on Form 8-K
            No reports on Form 8-K were filed during the quarter
            for which this report is filed.
<PAGE>
 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                       MADISON GAS AND ELECTRIC COMPANY
                       (Registrant)



 Date: November 10, 1995    /s/ David C. Mebane
                            David C. Mebane
                            Chairman, President and Chief
                            Executive Officer
                            (Duly Authorized Officer)


 Date: November 10, 1995    /s/ Joseph T. Krzos
                            Joseph T. Krzos
                            Vice President - Finance
                            (Chief Financial and Accounting
                             Officer)
<PAGE>

 Ratio of Earnings to Fixed Charges           Exhibit 12

                                            Nine Months
                                               Ended
                                           Sept. 30, 1995
                                               (000s)
 Earnings

 Income before interest expense  . . . . .    $27,481

 Add:
 Income tax items  . . . . . . . . . . . .     10,554
 Income tax on other income  . . . . . . .      1,129
 Amortization of debt discount, premium
   expense . . . . . . . . . . . . . . . .        190
 AFUDC - borrowed funds  . . . . . . . . .         24
 Interest on rentals . . . . . . . . . . .        147
   Total Earnings  . . . . . . . . . . . .    $39,525

 Fixed Charges
 Interest on long-term debt  . . . . . . .      7,774
 Other interest  . . . . . . . . . . . . .        797
 Amortization of debt discount, premium
   expense . . . . . . . . . . . . . . . .        190
 Interest on rentals . . . . . . . . . . .        147
   Total Fixed Charges . . . . . . . . . .     $8,908

 Ratio of Earnings to Fixed Charges  . . .      4.44x


<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from SEC Form
10-Q. Items 1 through 22 are as of September 30, 1995. Items 23 through 38 are
for the nine months ended September 30, 1995.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      366,926
<OTHER-PROPERTY-AND-INVEST>                     18,899
<TOTAL-CURRENT-ASSETS>                          51,141
<TOTAL-DEFERRED-CHARGES>                        36,167
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                 473,133
<COMMON>                                        85,758
<CAPITAL-SURPLUS-PAID-IN>                       26,372
<RETAINED-EARNINGS>                             81,060
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 193,190
                                0
                                          0
<LONG-TERM-DEBT-NET>                           128,431
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                  11,250
<LONG-TERM-DEBT-CURRENT-PORT>                    8,035
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 132,227
<TOT-CAPITALIZATION-AND-LIAB>                  473,133
<GROSS-OPERATING-REVENUE>                      177,695
<INCOME-TAX-EXPENSE>                            10,554
<OTHER-OPERATING-EXPENSES>                     142,229
<TOTAL-OPERATING-EXPENSES>                     152,783
<OPERATING-INCOME-LOSS>                         24,912
<OTHER-INCOME-NET>                               2,569
<INCOME-BEFORE-INTEREST-EXPEN>                  27,481
<TOTAL-INTEREST-EXPENSE>                         8,547
<NET-INCOME>                                    18,934
                         64
<EARNINGS-AVAILABLE-FOR-COMM>                   18,870
<COMMON-STOCK-DIVIDENDS>                      (15,168)
<TOTAL-INTEREST-ON-BONDS>                            0
<CASH-FLOW-OPERATIONS>                          45,690
<EPS-PRIMARY>                                     1.76
<EPS-DILUTED>                                        0
        

</TABLE>


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