NORTHERN STATES POWER CO /WI/
10-K/A, 1996-05-31
ELECTRIC SERVICES
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                            UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM 10-K/A
(Mark One)

X     Annual  report  pursuant to Section 13 or  15(d)  of  the  Securities
Exchange Act of 1934 (fee required)

                                    or

Transition  report pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934

     (no fee required)

For the fiscal year ended December 31, 1995   Commission File number:  10-3140

          Northern States Power Company, a Wisconsin corporation, meets the
     conditions set forth in general instruction J (1) (a) and (b) of Form
     10-K and is therefore filing this form with the reduced disclosure
     format.  (In general instruction J(2))

                      Northern States Power Company
          (Exact name of registrant as specified in its charter)

               Wisconsin                                39-0508315
(State or other jurisdiction of       (I.R.S. employer identification number)
 incorporation or organization)
 
         100 North Barstow Street                               54703
(Address of principal executive offices)                     (Zip code)

Registrant's telephone number, including area code (715) 839-2592

Securities registered pursuant to Section 12(b) of the Act:

     None

Securities registered pursuant to Section 12(g) of the Act:
     None

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 (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.  Yes  X       No   .

Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.

      Class                             Outstanding at March 29, 1996
     Common Stock, $100 Par Value              862,000 Shares

All outstanding common stock is owned beneficially and of record by
Northern States Power Company, a Minnesota corporation.

Documents Incorporated by Reference

     None



Item 14.  Exhibits, Financial Statement Schedules           Page
          and Reports on Form 8-K

(a)  1.   Financial Statements
          Included in Part II of this report:

          Report of Independent Accountants for the year ended
          December 31, 1995.                                22

          Independent Auditors Report for the
          years ended December 31, 1994 and 1993.           23

          Statements of Income and Retained Earnings for
          the three years ended December 31, 1995.          24

          Statements of Cash Flows for the three
          years ended December 31, 1995.                    25

          Balance Sheets, December 31, 1995 and 1994.       26

          Notes to Financial Statements.                    28

     2.   Financial Statement Schedules

          Schedules are omitted because of the absence of the
          conditions under which they are required or because the
          information required is included in the financial statements or
          the notes.

     3.   Exhibits

          * indicates incorporation by reference

2.01*     Amended and Restated Agreement and Plan of Merger, dated as of 
          April 28, 1995, as  amended and restated as of July 26, 1995, 
          by and among Northern States Power Company, Wisconsin Energy 
          Corporation, Northern Power Wisconsin Corp. and WEC Sub. Corp. 
          (Exhibit (2)-1 to Northern States Power Wisconsin Corporation's 
          Registration Statement on Form S-4 filed on August 7, 1995,
          File No. 33-61619-01).

2.02*     WEC Stock Option Agreement, dated as of April 28, 1995,
          by and among Northern States Power Company and Wisconsin Energy 
          Corporation (Exhibit (2)-2 to Form 8-K dated April 28, 1995, 
          File No. 1-3034).

2.03*     NSP Stock Option Agreement, dated as of April 28, 1995,
          by and among Wisconsin Energy Corporation and Northern
          States Power Company (Exhibit (2)-3 to Form 8-K dated
          April 28, 1995, File No. 1-3034).

3.01*     Restated Articles of Incorporation as of December 23,
          1987. (Filed as Exhibit 30.01 to Form 10-K Report 10-3140 for the
          year 1987)

3.02*     Copy of the By-Laws of the Company as amended August
          19, 1992. (Filed as Exhibit 3.02 to Form 10-K Report 10-3140 for the
          year 1992)

4.01*     Copy of Trust Indenture, dated April 1, 1947,
          From the Wisconsin Company to First Wisconsin Trust Company.
          (Filed as Exhibit 7.01 to Registration Statement 2-6982)

4.02*     Copy of Supplemental Trust Indenture, dated March 1,
          1949. (Filed as Exhibit 7.02 to Registration Statement 2-7825)

4.03*     Copy of Supplemental Trust Indenture, dated June 1,
          1957. (Filed as Exhibit 2.13 to Registration Statement 2-13463)

4.04*     Copy of Supplemental Trust Indenture, dated August 1,
          1964. (Filed as Exhibit 4.20 to Registration Statement 2-23726)

4.05*     Copy of Supplemental Trust Indenture, dated December 1,
          1969.(Filed as Exhibit 2.03E to Registration Statement 2-36693)

4.06*     Copy of Supplemental Trust Indenture, dated September 1, 1973.
          (Filed as Exhibit 2.01F to Registration Statement 2-48805)

4.07*     Copy of Supplemental Trust Indenture, dated February 1, 1982.
          (Filed as Exhibit 4.01G to Registration Statement 2-76146)

4.08*     Copy of Supplemental Trust Indenture, dated March 1, 1982.
          (Filed as Exhibit 4.08 to form 10-K Report 10-3140 for the
          year 1982)

4.09*     Copy of Supplemental Trust Indenture, dated June 1, 1986.
          (Filed as Exhibit 4.09 to Form 10-K Report 10-3140 for the
          year 1986)

4.10*     Copy of Supplemental Trust Indenture, dated March 1, 1988.
          (Filed as Exhibit 4.10 to Form 10-K Report 10-3140 for the
          year 1988)

4.11*     Copy of Supplemental and Restated Trust Indenture, 
          dated March 1, 1991.  (Filed as Exhibit 4.01K to Registration 
          Statement 33-39831)

4.12*     Copy of Supplemental Trust Indenture, dated April 1, 1991.
          (Filed as Exhibit 4.01 to Form 10-Q Report 10-3140 for the
          quarter ended March 31, 1991)

4.13*     Copy of Supplemental Trust Indenture, dated March 1, 1993.
          (Filed as Exhibit to Form 8-K Report dated March 3, 1993)

4.14*     Copy of Supplemental Trust Indenture, dated October 1, 1993.
          (Filed as Exhibit 4.01 to Form 8-K Report dated September
          21, 1993)

10.01*    Copy of MAPP Agreement, dated March 31, 1972
          with amendments in 1994, between the local power suppliers
          in the North Central States area.  (Exhibit 10.01 of
          Northern States Power Companys Annual Report on Form 10-K
          for the fiscal year ended December 31, 1994, File No. 1-
          3034.)

10.02*    Copy of Interchange Agreement dated September 17, 1984, and
          Settlement Agreement dated May 31, 1985, between the
          Company, the Minnesota Company and LSDP.  
          (Filed as Exhibit 10.10 to Form 10-K Report 10-3140
          for the year 1985)

12.01     Unaudited Pro Forma Statements of Computation of Ratio
          of Earnings to Fixed Charges for Wisconsin Energy
          Company for the years ended December 31, 1991, 1992,
          1993, 1994 and 1995.

16.01*    Independent Auditors' Letter re:  Change in Certifying
          Accountant (Exhibit 16.01 to Form 8-K dated December 19,
          1994, File No. 10-3140).

27.01     Financial Data Schedule

99.01*    Press Release, dated May 1, 1995, of NSP (Exhibit (99)-
          01 to Form 8-K dated April 28, 1995, File No. 1-3034).

99.02     Unaudited Pro Forma Combined Condensed Balance Sheets
          for the year ended December 31, 1995 and unaudited Pro
          Forma Combined Condensed Statements of Income for the years
          ended December 31, 1993, 1994 and 1995 for Primergy Corporation.

99.03     Unaudited Pro Forma Combined Condensed Balance Sheets
          for the year ended December 31, 1995 and unaudited Pro
          Forma Combined Condensed Statements of Income for the years
          ended December 31, 1993, 1994 and 1995 for Wisconsin Energy
          Company.

99.04*    Audited Financial Statements of Wisconsin Energy
          Corporation.  (Item 8 of Wisconsin Energy Corporation's
          Annual Report on Form 10-K for the fiscal year ended
          December 31, 1995, File No. 1-9057):
          
99.05*    Audited Financial Statements of Northern States Power
          Company.  (Item 8 of Northern States Power Company's Annual 
          Report on Form 10-K for the fiscal year ended December 31, 1995,
          File No. 1-3034):

99.06*    Audited Financial Statements of Wisconsin Electric
          Power Company.  (Item 8 of Wisconsin Electric Power
          Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1995, File No. 1-1245):

(b)  Reports on Form 8-K

     None

                                SIGNATURES

     Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this annual report  to
be signed on its behalf by the undersigned, thereunto authorized.

                              NORTHERN STATES POWER COMPANY


                              /s/
                              John P. Moore, Jr.
                              General Counsel and Secretary



                              /s/
                              David E. Ripka
                              Controller and Principal Accounting Officer



May 31, 1996

                                EXHIBIT INDEX


Method of                  Exhibit
 Filing                      No.              Description

  DT                       27.01              Financial Data Schedule

  
DT = Filed electronically with this direct transmission.

<TABLE> <S> <C>


<ARTICLE> UT
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      652,063
<OTHER-PROPERTY-AND-INVEST>                      9,218
<TOTAL-CURRENT-ASSETS>                          85,591
<TOTAL-DEFERRED-CHARGES>                        44,026
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                 790,898
<COMMON>                                        86,200
<CAPITAL-SURPLUS-PAID-IN>                       10,461
<RETAINED-EARNINGS>                            221,638
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 318,299
                                0
                                          0
<LONG-TERM-DEBT-NET>                           213,235
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                       50,900
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 208,464
<TOT-CAPITALIZATION-AND-LIAB>                  790,898
<GROSS-OPERATING-REVENUE>                      458,782
<INCOME-TAX-EXPENSE>                            24,662
<OTHER-OPERATING-EXPENSES>                     378,222
<TOTAL-OPERATING-EXPENSES>                     402,884
<OPERATING-INCOME-LOSS>                         55,898
<OTHER-INCOME-NET>                               2,421
<INCOME-BEFORE-INTEREST-EXPEN>                  58,319
<TOTAL-INTEREST-EXPENSE>                        19,102
<NET-INCOME>                                    39,217
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                   39,217
<COMMON-STOCK-DIVIDENDS>                        36,412
<TOTAL-INTEREST-ON-BONDS>                       16,038
<CASH-FLOW-OPERATIONS>                          83,164
<EPS-PRIMARY>                                    45.50
<EPS-DILUTED>                                    45.50
        


</TABLE>


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