NORTHERN STATES POWER CO /WI/
10-Q, 2000-05-12
ELECTRIC SERVICES
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			       United  States
		    SECURITIES  AND  EXCHANGE  COMMISSION
			  Washington,  D.C.    20549

				 Form  10-Q
(Mark  one)

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


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

For Quarter Ended March 31, 2000                Commission File Number   10-3140
		  --------------                                         -------

NORTHERN STATES POWER COMPANY, A WISCONSIN CORPORATION, MEETS THE CONDITIONS SET
FORTH  IN GENERAL INSTRUCTION H (1) AND (2) OF FORM 10-Q AND IS THEREFORE FILING
THIS  FORM  WITH  THE  REDUCED  DISCLOSURE  FORMAT.

			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  No.)
incorporation  or  organization)

1414  W.  Hamilton  Ave,  Eau  Claire,  Wisconsin            54701
- --------------------------------------------------------------------------------
(Address of principal executive officers)                 (Zip Code)

Registrant's  telephone  number,  including  area  code      (715)  839-2621
							------------------------

				     NONE
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report

     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 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 issuer's classes
of  common  stock,  as  of  the  latest  practicable  date.

	       Class                                 Outstanding at May 12, 2000
     --------------------------                      ---------------------------
     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.

<PAGE>

			 PART 1.  FINANCIAL INFORMATION
			 ------------------------------

ITEM  1.    FINANCIAL  STATEMENTS
- ---------------------------------

<TABLE>
<CAPTION>

		    NORTHERN STATES POWER COMPANY (WISCONSIN)
			STATEMENTS OF INCOME (UNAUDITED)
			--------------------------------

						Three Months Ended
						     March 31

					       2000              1999
					       ----              ----
					       (Thousands of dollars)
<S>                                      <C>             <C>
OPERATING  REVENUES
Electric                                     $105,893          $102,640
Gas                                            38,561            34,936
					     --------          --------
  Total                                       144,454           137,576

OPERATING  EXPENSES
Purchased and interchange power                51,131            46,844
Fuel for electric generation                    1,645             1,719
Gas purchased for resale                       26,858            23,852
Other operation                                13,571            12,654
Maintenance                                     4,308             4,365
Administrative and general                      4,697             5,039
Conservation and demand side management         1,931             1,280
Depreciation and amortization                  10,522            10,307
Taxes: Property and general                     3,972             3,735
       Current income tax                       8,621             9,497
       Deferred income tax                        169               151
       Investment tax credits recognized         (207)             (210)
					      -------           -------
  Total                                       127,218           119,233
					      -------           -------
OPERATING INCOME                               17,236            18,343

OTHER  INCOME  (EXPENSE)
Other income and deductions -
  net of applicable income taxes                  148                 2
Allowance for funds used during
  construction - equity                            75                42
						  ---                --
  Total other income (expense) net                223                44

INCOME BEFORE INTEREST CHARGES                 17,459            18,387

INTEREST  CHARGES
Interest on long-term debt                      4,046             4,046
Other interest and amortization                 1,191               770
Allowance for funds used during
  construction - debt                            (529)             (156)
						-----             -----
  Total interest charges                        4,708             4,660
						-----             -----
NET INCOME                                    $12,751           $13,727
					      =======           =======

		  STATEMENTS OF RETAINED EARNINGS (UNAUDITED)
		  --------------------------------------------

Balance at beginning of period               $260,259          $250,890

Net income for period                          12,751            13,727

Dividends paid to parent                       (6,749)           (6,749)
					     --------          --------
Balance at end of period                     $266,261          $257,868
					     ========          ========

<FN>
The Notes to Financial Statements are an integral part of the Statements of
			 Income and Retained Earnings.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
		   NORTHERN STATES POWER COMPANY (WISCONSIN)
		      STATEMENTS OF CASH FLOWS (UNAUDITED)
		      -------------------------------------

							 Three Months Ended
							      March 31
							  -----------------
							  2000         1999
							  ----         ----
						      (Thousands of dollars)
<S>                                                    <C>        <C>
CASH  FLOWS  FROM  OPERATING  ACTIVITIES:

Net Income                                               $12,751     $13,727

Adjustments  to  reconcile  net  income  to  cash from operating activities:

 Depreciation and amortization                            10,760      10,535
 Deferred income taxes                                       164         147
 Deferred investment tax credits recognized                 (207)       (210)
 Allowance for funds used during construction - equity       (75)        (42)
Cash provided by changes in working capital               13,691      19,043
Cash used for changes in other assets and liabilities     (1,049)       (415)
							  ------      ------
Net cash provided by operating activities                 36,035      42,785
							  ------      ------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES:

Capital expenditures                                     (22,277)    (11,887)
Decrease in construction payables                         (3,772)     (1,154)
Allowance for funds used during construction - equity         75          42
Other                                                         42         103
							 -------     -------
Net cash used for investing activities                   (25,932)    (12,896)
							 -------     -------


CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
Repayment of notes payable to parent - net                (3,100)    (21,900)
Dividends paid to parent                                  (6,749)     (6,749)
							  ------     -------
Net cash used for financing activities                    (9,849)    (28,649)
							  ------     -------

Net increase in cash and cash equivalents                    254       1,240

Cash and cash equivalents at beginning of period              51          51
							    ----        ----

Cash and cash equivalents at end of period                  $305      $1,291
							    ====      ======
<FN>
The Notes to Financial Statements are an integral part of the Statements of Cash
				 Flows.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
		   NORTHERN STATES POWER COMPANY (WISCONSIN)
			   BALANCE SHEETS (UNAUDITED)
			   ---------------------------

							       March 31, December 31,
								 2000        1999
								 ----        ----
		     ASSETS                                   (Thousands of dollars)
<S>                                                        <C>            <C>
UTILITY  PLANT

Electric                                                      $1,049,335  $1,034,315
Gas                                                              118,889     118,279
Other                                                             91,384      87,726
							       ---------   ---------
Total                                                          1,259,608   1,240,320
Accumulated provision for depreciation                          (495,115)   (487,549)
							       ---------   ---------
Net utility plant                                                764,493     752,771

CURRENT  ASSETS

Cash                                                                 305          51
Accounts receivable - net                                         36,107      37,320
Unbilled utility revenues                                         18,070      21,768
Fuel inventories - at average cost                                 4,916       7,465
Other materials and supplies inventories - at average cost         6,984       7,068
Prepayments and other                                              9,231      13,076
								  ------      ------
Total current assets                                              75,613      86,748

OTHER  ASSETS

Regulatory assets                                                 37,879      39,252
Other investments                                                  9,367       9,295
Nonutility property - net of accumulated depreciation              2,768       2,768
Unamortized debt expense                                           1,551       1,575
Long-term prepayments and deferred charges                        16,176      14,694
								  ------      ------
Total other assets                                                67,741      67,584
								  ------      ------
TOTAL ASSETS                                                    $907,847    $907,103
								========    ========

			     LIABILITIES AND EQUITY
CAPITALIZATION

Common stock-authorized 1,000,000 shares of $100 par value,
  issued shares: 2000 and 1999, 862,000                          $86,200    $86,200
Premium on common stock                                           10,541     10,541
Retained earnings                                                266,261    260,259
								 -------    -------
Total common stock equity                                        363,002    357,000

Long-term debt                                                   231,972    231,950
								 -------    -------
Total capitalization                                             594,974    588,950

CURRENT  LIABILITIES

Notes payable - parent company                                    77,700     80,800
Accounts payable                                                  13,459     18,570
Payable to affiliate companies (principally parent)               15,297     21,404
Salaries, wages, and vacation pay accrued                          4,732      5,656
Taxes accrued                                                      7,645        829
Interest accrued                                                   4,399      4,330
Other                                                              9,553      5,950
								  ------     ------
Total current liabilities                                        132,785    137,539

OTHER  LIABILITIES

Accumulated deferred income taxes                                112,193    111,772
Accumulated deferred investment tax credits                       17,073     17,281
Regulatory liabilities                                            20,894     21,726
Customer advances                                                 11,812     11,398
Benefit obligations and other                                     18,116     18,437
								 -------    -------
Total other liabilities                                          180,088    180,614
								 -------    -------
COMMITMENTS  AND  CONTINGENT  LIABILITIES  (SEE  NOTE  3)

TOTAL LIABILITIES AND EQUITY                                    $907,847   $907,103
								========   ========
<FN>
The Notes to Financial Statements are an integral part of the Balance Sheets.
</FN>
</TABLE>

NORTHERN  STATES  POWER  COMPANY  (WISCONSIN)

			 NOTES  TO  FINANCIAL  STATEMENTS
			 --------------------------------

     Northern States Power Company, a Wisconsin corporation (NSP-Wisconsin) is a
wholly   owned  subsidiary  of  Northern   States  Power  Company,  a  Minnesota
corporation (NSP-Minnesota).  The term NSP refers to NSP-Wisconsin combined with
NSP-Minnesota  and  its  other  subsidiaries.

      In  the  opinion  of  management,  the  accompanying  unaudited  financial
statements  contain  all  adjustments  necessary to present fairly the financial
position  of   NSP-Wisconsin as of March 31, 2000 and Dec. 31, 1999, the results
of  its  operations  for  the three months ended March 31, 2000 and 1999 and its
cash  flows  for  the  three  months  ended March 31, 2000 and 1999.  Due to the
seasonality  of  NSP-Wisconsin's  electric and gas sales, operating results on a
quarterly  and  year-to-date  basis are not necessarily an appropriate base from
which  to  project  annual  results.

     The  accounting  policies followed by NSP-Wisconsin are set forth in Note 1
to  NSP-Wisconsin's  financial  statements in its Annual Report on Form 10-K for
the  year  ended  Dec.  31, 1999 (1999 Form 10-K). The following notes should be
read  in  conjunction with such policies and other disclosures in the Form 10-K.

1. BUSINESS  DEVELOPMENTS
- -------------------------

     PROPOSED  MERGER  -  On  March  24, 1999 NSP and New Century Energies, Inc.
(NCE),  a  utility  based in Denver, Colo., agreed to merge. It is expected that
NSP-Wisconsin will  continue  to  exist as an operating subsidiary of the merged
company.

     COMMON  STOCK  EQUITY  -  In March 2000, NSP-Wisconsin filed an application
with the Public Service Commission of Wisconsin (PSCW) to sell up to $30 million
of  its  common  stock  to its parent company, NSP-Minnesota. The PSCW issued an
order  authorizing  the sale on April 25. The number of shares to be issued will
be  determined  based on NSP-Wisconsin's book value on or around the issue date.
NSP-Wisconsin  plans  to issue the shares on May 15, 2000.  The proceeds will be
used  primarily  to  reduce  short-term  debt  levels.

     NEW  CUSTOMER  -  In 2000, NSP-Wisconsin was selected to supply electricity
and  operate  the  distribution  system  at Fort McCoy, a regional Army training
center  near  Sparta, Wis. In May 1997 NSP-Wisconsin was selected to operate the
natural gas system at Fort McCoy.  Fort McCoy is a training center for more than
120,000  reserve  and  active  military  personnel.    There are more than 1,000
buildings  on  60,000  acres.

     WHEATON PLANT CONVERSION - NSP-Wisconsin is converting units 1 and 3 of the
Wheaton generating plant to operate on both oil and natural gas.  Previously the
units operated on oil exclusively.  Two other units at Wheaton were converted in
1997.    The conversions were prompted by an opportunity to decrease the cost of
producing  electricity  and  reduce  plant  emissions.

2. REGULATION  AND  RATE  MATTERS
- ---------------------------------

     ELECTRIC  TRANSMISSION In April 1998, Wisconsin state legislators enacted a
law  which  includes  provisions that require the PSCW to order a public utility
that  owns  transmission  facilities  in  Wisconsin  to  transfer control of its
transmission  facilities  to an ISO (an independent nonprofit organization which
will  operate,  but  not  own,  an  electric  transmission system) or divest its
interest  in  its transmission facilities to an Independent Transmission Company
or  ITC  (an  independent  organization  that  would own and operate an electric
transmission  system)  if the public utility has not already transferred control
to  an  ISO  or divested to an ITC by June 30, 2000.  NSP joined the Midwest ISO
(MISO)  in  late  1999 and filed for PSCW and FERC approval in March 2000. It is
expected  that,  during  2000,  the PSCW will approve NSP-Wisconsin's request to
transfer  operating  control  of its transmission system to the MISO and certify
that  joining   the  MISO  meets   the  statutory  requirement  for  a  separate
transmission  operating  structure.

     Also  in  support  of a separate transmission operating structure, in March
the  PSCW  held  hearings  in  a  proceeding aimed at developing a definition of
transmission  facilities.  NSPW  and  numerous  other  Wisconsin utilities filed
testimony  supporting their positions. The PSCW is expected to issue an order by
the  end  of  June 2000.

     CONSTRUCTION  AUTHORIZATION -  In 1996, NSP and Dairyland Power Cooperative
(DPC)  of  LaCrosse,  Wis.  proposed  building  an  electric transmission system
between  NSP-Minnesota's Chisago substation in eastern Minnesota and DPC's Apple
River  substation in northwestern Wisconsin in response to a need for additional
reliability  and  capacity  in both regions.  During the second quarter of 1999,
the  PSCW  granted permission to build the Wisconsin portion of the system.  The
City  of  St. Croix Falls. Wis. and the Concerned River Valley Citizens advocacy
group  (the  "parties")  filed lawsuits against the PSCW appealing the decision.
Those  cases  are  currently  pending. Approval from the Minnesota Environmental
Quality Board (MEQB) was delayed to address additional discovery by the parties.
NSP  and  DPC agreed with the parties in early 2000 to enter into mediation. The
mediation  will  be  coordinated  by a mediator from the Office of Adminstrative
Hearings  in  Minneapolis,  Minn.  An agreement by the parties from this process
could  occur  by  the  end of May 2000.  The Wisconsin lawsuit is expected to be
decided  in  July 2000.  Should a mediated decision be agreed to by the parites,
an  alternative  solution  to  the  original  filing  would  likely  be pursued.

     TEMPORARY  FUEL  COST  SURCHARGE - On Feb. 14, 2000, NSP-Wisconsin filed an
application  with  the  PSCW  to  increase  electric  rates for fuel costs. This
application  was  subsequently  updated with additional information on March 17,
2000.  The  increase  is  primarily the result of higher than forecast purchased
power  costs.   The  surcharge  factor  is  expected  to  increase  revenues  by
approximately  $6.5  million  in 2000 and represents an average increase for all
customer  classes  of  approximately  3  percent.  The  PSCW  issued their order
granting  the  surcharge  on May 2, 2000. The surcharge factor is expected to be
effective  through  Dec.  31,  2001.

      RELIABILITY  2000  -  During the summer of 1999, Wisconsin state lawmakers
passed  "Reliability 2000" legislation which included steps necessary to further
progress  toward a restructured industry, including allowing retail customers to
choose  their  electric supplier.  One of the provisions of the legislation will
increase  the  amount  of  money  that  must  be  collected from NSP-Wisconsin's
customers  to fund low-income assistance and conservation programs. In July 2000
NSP-Wisconsin will begin collecting a surcharge from its Wisconsin customers for
the  low-income  assistance and conservation programs, which will be remitted to
the  State  of  Wisconsin.

3. COMMITMENTS  AND  CONTINGENT  LIABILITIES
- --------------------------------------------

     LEGAL  CONTINGENCIES  -  In the normal course of business, various lawsuits
and  claims  have arisen against NSP.  Management, after consultation with legal
counsel,  has  recorded  an estimate of the probable cost of settlement or other
disposition  of  these  matters.

     ENVIRONMENTAL  CONTINGENCIES  -  As  discussed  in  Note 8 to the Financial
Statements  in  the 1999 Form 10-K, NSP-Wisconsin had been named as one of three
potentially  responsible  parties in connection with environmental contamination
at  a  site in Ashland, Wis. As discussed below, the United States Environmental
Protection  Agency  (EPA)  and  Wisconsin Department of Natural Resources (WDNR)
continues  to  evaluate  proposed  methods  of  remediating  the  contamination.

     The  Ashland  site  has  been  evaluated using the Hazardous Ranking System
under  the Comprehensive Environmental Response, Compensation and Liability Act.
Preliminary  results  indicate  that the Ashland site is likely to be named as a
Superfund  site.    The  EPA has requested that the Governor of Wisconsin concur
with  this  assessment.    Being  named  as  a  Superfund site will increase the
administrative  and  transaction  costs  of  the  cleanup  project.

     The  EPA  and  WDNR  have  approved NSP-Wisconsin's proposal for an interim
groundwater  treatment   system  for  the  portion  of  the  Ashland  site  that
NSP-Wisconsin  owns. Bids for design and construction will now be solicited. The
system  is  estimated  to  cost  $350,000  and  should  be  operational in 2000.

     In  March  2000  NSP-Wisconsin  received  two  formal data requests for its
Wheaton  and  French  Island  generating  facilities  from the EPA under Section
114(a)  of  the  Clean  Air  Act.  For the Wheaton  facility  the  data  request
focuses on  fuel usage, operating hours, operating loads and stack test data for
the time period Jan. 1, 1999 to present. It was during this time period that two
units  at  Wheaton  had failed stack tests for  particulate  matter  and  carbon
monoxide (Unit # 2) and particulate matter (Unit  #4)  when  firing  oil at  low
load. The WDNR issued a Notice of Violation (NOV)  letter  to  NSP-Wisconsin for
each of these incidents. The two units were retested later in  1999 and found to
be in compliance.  The NOV's were  formally closed  out by DNR  in early January
2000. Data requests of this type from the EPA under  Section 114(a) of the Clean
Air Act are sometimes used in anticipation of a  potential  enforcement  action.

     The   second   EPA   request   involves   French  Island  and  whether  its
classification  in  the "small municipal waste combustor" category under Section
129 of the Clean Air Act is appropriate. This request was made as a result of an
inquiry  to  the  EPA  brought  by  the  Midwest   Environmental  Advocates,  an
environmental  legal  foundation  recently  formed  in Madison, Wis. The EPA has
already  concluded,  based on past data submissions that French Island should be
classified  as a "small combustor". NSP-Wisconsin has been asked to resubmit the
operational  and  design  data  that was used for the original determination and
additional  information  to  confirm  the  classification.

     Both facility data responses were submitted to the EPA. These are the first
Section  114(a)  requests  NSP-Wisconsin  has ever received. These types of data
requests are increasing in frequency in Wisconsin as a result of  the EPA's more
aggressive  enforcement  policy.

4. SEGMENT  INFORMATION
- -----------------------

     NSP-Wisconsin  has  two  reportable  segments:  Electric  Utility  and  Gas
Utility.    Segment information for the three-month periods ended March 31, 2000
and  1999  is  as  follows:

<TABLE>
<CAPTION>
BUSINESS  SEGMENTS

<S>                       <C>                    <C>               <C>
			  Operating  Revenues
3  MOS.  ENDED  3/31/00      from External       Intersegment       Segment  Net
(Thousands  of  dollars)       Customers           Revenues         Income/(Loss)
- ---------------------------------------------------------------------------------
Electric Utility               $ 105,853           $      40          $   8,959
Gas Utility                       37,877                 684              3,792
			       ---------           ---------          ---------
Consolidated Total             $ 143,730           $     724          $  12,751
</TABLE>

<TABLE>
<S>                       <C>                    <C>               <C>
			  Operating  Revenues
3  MOS.  ENDED  3/31/99      from External       Intersegment       Segment  Net
(Thousands  of  dollars)       Customers           Revenues         Income/(Loss)
- ---------------------------------------------------------------------------------
Electric Utility               $ 102,610           $      30         $   10,264
Gas Utility                       34,051                 885              3,463
			       ---------           ---------         ----------
Consolidated Total             $ 136,661           $     915         $   13,727
</TABLE>


<PAGE>
ITEM  2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		  -------------------------------------------------
			 CONDITION AND RESULTS OF OPERATION
			 ----------------------------------

     Discussion  of  financial condition and liquidity is omitted per conditions
set  forth  in  general instructions H (1) and (2) of Form 10-Q for wholly-owned
subsidiaries  (reduced  disclosure  format).

     Except  for the historical statements contained in this report, the matters
discussed   in  the   following  discussion  and  analysis  are  forward-looking
statements  that  are  subject  to certain risks, uncertainties and assumptions.
Such  forward-looking  statements are intended to be identified in this document
by  the  words  "anticipate",  "estimate",  "expect",  "objective",  "possible",
"potential"  and  similar  expressions.    Actual  results  may vary materially.
Factors  that  could  cause actual results to differ materially include, but are
not  limited  to:

- - general  economic  conditions, including their impact on capital expenditures;
- - business  conditions  in  the  energy  industry;
- - competitive  factors;
- - unusual  weather;
- - changes  in  federal  or  state  legislation;
- - regulation;
- - issues  relating  to  Year  2000  remediation  efforts;
- - the items set forth below under "Factors Affecting Results of Operations";
- - and  the other  risk factors listed  from time to time by NSP in reports filed
  with the Securities and Exchange Commission (SEC), including Exhibit 99.01  to
  this  report  on  Form  10-Q  for  the  quarter  ended  March  31,  2000.

RESULTS  OF  OPERATIONS
- -----------------------

     On  March  24,  1999,  NSP  and  NCE  agreed to merge.  It is expected that
NSP-Wisconsin  will  continue  to exist as an operating subsidiary of the merged
company.    The  following  discussion  and  analysis  is based on the financial
condition  and  operations  of  NSP-Wisconsin and does not reflect the potential
effects  of  the  combination  between  NSP  and  NCE.

FACTORS  AFFECTING  RESULTS  OF  OPERATIONS
- -------------------------------------------

     In addition to items noted in the Notes to the Financial Statements of this
report,  the  historical  and future trends of NSP-Wisconsin's operating results
are  affected  by  the  following  factors:

     VARIATIONS  IN WEATHER CONDITIONS -  Both electric and gas sales levels are
significantly  affected  by  variations  in  weather  conditions.  NSP-Wisconsin
estimates  sales  levels  under  normal  weather  conditions  and  analyzes  the
approximate  effect of variations from historical average temperatures on actual
sales levels.  The estimated impact of weather on operating revenues in relation
to  sales under normal weather conditions is shown in the discussion of electric
revenues  and  gas  revenues.

     SALES  GROWTH  -  The  following table summarizes NSP-Wisconsin's growth in
actual electric and gas sales and growth on a weather normalized (W/N) basis for
the  three-month  period  ended March 31, 2000, as compared with the three-month
period  ended  March  31,  1999.   NSP-Wisconsin's weather normalization process
removes  the estimated impact on sales of temperature variations from historical
averages.

<TABLE>
<CAPTION>
Percentage Sales Growth                               FIRST THREE MONTHS
							2000 VS. 1999
							-------------
<S>                                               <C>              <C>
						     ACTUAL          W/N
						     ------          ---
Electric  Residential                                  3.8 %         5.1 %
Electric  Industrial  and  Commercial                  4.9 %         5.3 %
Total  Electric  Retail                                4.5 %         5.2 %
Electric  Resale                                       1.3 %         1.9 %
						       -----         -----
   Total  Electric  Sales                              4.2 %         4.9 %
						       -----         -----
Gas  total  firm                                      (2.0)%         2.9 %
Gas  interruptible                                    24.9 %          N/A
Gas  for  generation                                 (71.5)%          N/A
						     -------         -----
   Total  Gas  Sales  and  Delivery                    1.4 %         4.8 %
						       -----         -----
</TABLE>

     ACCOUNTING  CHANGE  -  In June 1998, the FASB issued Statement of Financial
Accounting  Standard  (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging  Activities." This statement requires that all derivatives be recognized
at  fair  value in the balance sheet and all changes in fair value be recognized
currently  in earnings or deferred as a component of other comprehensive income,
depending  on the intended use of the derivative, its resulting designation, and
its  effectiveness.    NSP-Wisconsin  plans  to  adopt this standard in 2001, as
required.    NSP-Wisconsin  has  not  yet  determined  the  potential  impact of
implementing  this  statement.

FIRST  THREE  MONTHS  2000  COMPARED  WITH  FIRST  THREE  MONTHS  1999
- ----------------------------------------------------------------------

     ELECTRIC REVENUES for the first three months of 2000 increased $3.3 million
or  3.2  percent,  compared  with the first three months of 1999.  The following
table summarizes the change in electric revenues.  Power supply and transmission
revenue  relates  to  interchange agreement revenues received from NSP-Minnesota
and  reflect  a  net decrease in NSP-Wisconsin's fuel and transmission expenses.

<TABLE>
<CAPTION>
Electric Revenues                                      FIRST THREE MONTHS
(Millions of Dollars)                                    2000 VS. 1999
							 -------------
<S>                                            <C>                <C>
					       $  CHANGE          %  CHANGE
					       ---------          ---------

Sales growth (excluding weather impact)         $    4.4              5.2 %
Weather  impact                                     (0.8)            (0.9)%
						---------         ---------
   Total  electric  sales  revenue              $    3.6              4.3 %
Power  supply  revenue                              (0.9)            (8.1)%
Transmission  and  other  revenue                    0.6              7.3 %
						---------         ---------
    Total  Electric  Revenue  Increase          $    3.3              3.2 %
						=========         =========
</TABLE>

     ELECTRIC  MARGIN   equals  electric  revenues  minus  production  expenses,
consisting  of purchased and interchange power and fuel for electric generation.

     Electric  production  expenses  tend  to  vary  with  changing  retail  and
wholesale  sales requirements and unit cost changes in fuel and purchased power.
The table below summarizes the principal reasons for electric margin changes for
the  three  months ended March 31, 1999 compared to the three months ended March
31,  2000.

<TABLE>
<CAPTION>
Change in Electric Margin                             FIRST THREE MONTHS
(Millions of Dollars)                                   2000 VS. 1999
							-------------
<S>                                                   <C>
							   $ CHANGE
							   --------

Sales growth (excluding weather impact)                      $ 3.3
Weather impact                                                (0.6)
Transmission and other revenues                               (0.3)
Purchased and Interchange Power                               (3.4)
							      -----
   Total Electric Margin Decrease                            $(1.0)
							     ======
</TABLE>

     GAS  REVENUES  for  the first quarter 2000 increased  $3.6 million, or 10.4
percent,  compared  with the first quarter 1999.  The following table summarizes
the  change  in  gas  revenues.   Changes in per unit gas costs are reflected in
customer  rates  through  the  gas  cost  recovery  mechanism.

<TABLE>
<CAPTION>
Gas Revenues                                         FIRST THREE MONTHS
(Millions of Dollars)                                  2000 VS. 1999
						       -------------
<S>                                               <C>              <C>
						   $  CHANGE          %  CHANGE
						   ---------          ---------
Sales growth (excluding weather impact)               $  1.7              4.8 %
Weather  impact                                         (1.2)            (3.4)%
Gas  Cost  Recovery                                      3.1              9.0 %
							----             ------
   Total  Gas  Revenue  Increase                      $  3.6             10.4 %
						      ======             ======
</TABLE>

     GAS  MARGIN  equals  gas  revenues  minus  the  cost  of  gas  sold.

     The  cost  of  gas  tends to vary with changing sales requirements and unit
cost  of gas purchased.  However, due to the gas cost recovery mechanism, nearly
all  fluctuations  in  the  cost of gas have no effect on gas margin.  The table
below  summarizes  the  principal  reasons for gas margin changes from March 31,
1999  to  March  31,  2000.

<TABLE>
<CAPTION>
Change in Gas Margin                                     FIRST THREE MONTHS
(Millions of Dollars)                                      2000 VS. 1999
							   -------------
<S>                                                           <C>
							      $ CHANGE
							      --------

Sales growth (excluding weather impact)                          $ 0.4
Weather impact                                                    (0.5)
Timing of Gas Cost Recovery                                        0.7
								 -----
   Total Gas Margin Increase                                     $ 0.6
								 =====
</TABLE>

     OTHER  OPERATING,  MAINTENANCE,  CONSERVATION DEMAND SIDE MANAGEMENT (DSM),
AND  ADMINISTRATIVE  AND GENERAL (A&G) expenses together increased $1.2 million,
or 5.0 percent, in the first three months of 2000 compared to the same period in
1999.    The  increase  is  due primarily to increased employee benefits, higher
authorized  DSM,  customer service expenses, and transmission expenses partially
offset by lower amortization expenses for Network Transmission System deferrals,
and  liability  accruals.

     DEPRECIATION  AND  AMORTIZATION  expense  increased  $0.2  million,  or 2.1
percent,  in  the  first  quarter of 2000 compared to 1999.  The increase is due
mainly  to  normal  increases  in  plant  in  service  partially offset by lower
depreciation  rates and lower depreciation from the change to the remaining life
technique  for  the  calculation  of  straight-line  depreciation for production
facilities.  As  discussed  in  the  1999 Form 10-K Rate Matters by Jurisdiction
section,  the  new rates and new depreciation method authorized by the PSCW were
effective  Jan. 1,  2000.

<PAGE>
- ------
Item  6.    Exhibits  and  Reports  on  Form  8-K
- -------------------------------------------------

(A)   EXHIBITS

The  following  exhibits  are  filed  with  this  report:

      27.01  Financial Data Schedule for the three months ended March  31, 2000.
      99.01  Statement pursuant to Private Securities Litigation Reform  Act  of
	     1995.

(B)   REPORTS  ON  FORM  8-K

      None

<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.

				     NORTHERN STATES POWER COMPANY (WISCONSIN)
				     -----------------------------------------
				     (Registrant)


				      /s/
				     -----------------------------------------
				     Roger  D.  Sandeen
				     Vice President, Treasurer and  Controller
				     (Principal Financial and Accounting Officer)


Date:    May  12,  2000
	 --------------

<PAGE>


<TABLE> <S> <C>

<ARTICLE>  UT
<LEGEND>
					   EXHIBIT  27.01

This  schedule  contains  summary  financial  information  extracted  from  the
Statements  of  Income  and Retained Earnings, Balance  Sheets and Statements of
Cash  Flows  and  is  qualified  in  its entirety by reference to such financial
statements.

</LEGEND>
<MULTIPLIER>    1,000

<S>                             <C>
<PERIOD-TYPE>                         3-MOS
<FISCAL-YEAR-END>               DEC-31-1999
<PERIOD-END>                    MAR-31-2000
<BOOK-VALUE>                       PER-BOOK
<TOTAL-NET-UTILITY-PLANT>           764,493
<OTHER-PROPERTY-AND-INVEST>           2,768
<TOTAL-CURRENT-ASSETS>               75,613
<TOTAL-DEFERRED-CHARGES>             64,973
<OTHER-ASSETS>                            0
<TOTAL-ASSETS>                      907,847
<COMMON>                             86,200
<CAPITAL-SURPLUS-PAID-IN>            10,541
<RETAINED-EARNINGS>                 266,261
<TOTAL-COMMON-STOCKHOLDERS-EQ>      363,002
                     0
                               0
<LONG-TERM-DEBT-NET>                231,972
<SHORT-TERM-NOTES>                   77,700
<LONG-TERM-NOTES-PAYABLE>                 0
<COMMERCIAL-PAPER-OBLIGATIONS>            0
<LONG-TERM-DEBT-CURRENT-PORT>             0
                 0
<CAPITAL-LEASE-OBLIGATIONS>               0
<LEASES-CURRENT>                          0
<OTHER-ITEMS-CAPITAL-AND-LIAB>      235,173
<TOT-CAPITALIZATION-AND-LIAB>       907,847
<GROSS-OPERATING-REVENUE>           144,454
<INCOME-TAX-EXPENSE>                  8,583
<OTHER-OPERATING-EXPENSES>          118,635
<TOTAL-OPERATING-EXPENSES>          127,218
<OPERATING-INCOME-LOSS>              17,236
<OTHER-INCOME-NET>                      223
<INCOME-BEFORE-INTEREST-EXPEN>       17,459
<TOTAL-INTEREST-EXPENSE>              4,708
<NET-INCOME>                         12,751
               0
<EARNINGS-AVAILABLE-FOR-COMM>        12,751
<COMMON-STOCK-DIVIDENDS>              6,749
<TOTAL-INTEREST-ON-BONDS>             4,046
<CASH-FLOW-OPERATIONS>               36,035
<EPS-BASIC>                         14.79
<EPS-DILUTED>                         14.79


</TABLE>


EXHIBIT  99.01
- --------------

Northern  States  Power  Company  Cautionary  Factors

     The  Private  Securities Litigation Reform Act of 1995 (the Act) provides a
new  "safe  harbor" for forward-looking statements to encourage such disclosures
without  the  threat  of litigation providing those statements are identified as
forward-looking  and   are  accompanied  by  meaningful,  cautionary  statements
identifying  important  factors  that  could  cause the actual results to differ
materially  from  those  projected in the statement.  Forward-looking statements
have  been  and  will  be  made  in  written documents and oral presentations of
Northern  States  Power  Company, a Wisconsin Corporation (NSP-Wisconsin).  Such
statements  are based on management's beliefs as well as assumptions made by and
information  currently  available  to  management.  When used in NSP-Wisconsin's
documents  or  oral presentations, the words "anticipate", "estimate", "expect",
"objective",  "outlook",  "possible",  "potential"  and  similar expressions are
intended to identify forward-looking statements.  In addition to any assumptions
and   other   factors   referred  to   specifically   in  connection  with  such
forward-looking  statements,  factors  that  could  cause NSP-Wisconsin's actual
results  to  differ  materially  from  those contemplated in any forward-looking
statements  include,  among  others,  the  following:

- - Economic conditions including inflation rates and monetary fluctuations;
- - Trade, monetary,  fiscal, taxation, and environmental policies of governments,
  agencies and similar organizations in geographic areas where NSP-Wisconsin has
  a financial  interest;
- - Customer  business  conditions including demand for their products or services
  and   supply  of  labor  and  materials used  in creating  their products  and
  services;
- - Financial  or  regulatory  accounting  principles or  policies imposed  by the
  Financial Accounting Standards  Board, the Securities and Exchange Commission,
  the Federal Energy  Regulatory Commission and similar entities with regulatory
  oversight;
- - Availability  or  cost of capital such as  changes in:  interest rates; market
  perceptions of the  utility  industry,  or NSP-Wisconsin; or security ratings;
- - Factors affecting operations such as  unusual weather conditions; catastrophic
  weather-related   damage;  unscheduled   generation  outages,  maintenance  or
  repairs;   unanticipated  changes   to  fossil  fuel  or  gas  supply costs or
  availability due to higher demand, shortages, transportation problems or other
  developments;   environmental  incidents;  or  electric  transmission  or  gas
  pipeline system  constraints;
- - Employee  work  force factors  including loss or retirement of key executives,
  collective  bargaining  agreements  with  union  employees, or work stoppages;
- - Increased   competition   in   the   utility   industry,  including:  industry
  restructuring initiatives; transmission system operation and/or administration
  initiatives; recovery of investments made under traditional regulation; nature
  of   competitors  entering  the  industry;  retail  wheeling;  a  new  pricing
  structure; and  former  customers  entering  the  generation  market;
- - Rate-setting   policies  or  procedures   of  regulatory  entities,  including
  environmental  externalities,  which  are  values  established  by  regulators
  assigning environmental costs  to  each  method of electricity generation when
  evaluating  generation  resource  options;
- - Social  attitudes  regarding  the  utility  and  power  industries;
- - Cost and other effects of  legal  and administrative proceedings, settlements,
  investigations  and  claims;
- - Technological developments that result in competitive disadvantages and create
  the  potential  for  impairment  of  existing  assets;
- - Other business or investment considerations that may be disclosed from time to
  time in NSP-Wisconsin's Securities and Exchange Commission filings or in other
  publicly  disseminated  written  documents.
- - Factors  associated with  Y2K compliance that might cause material differences
  from  the  expectations  disclosed  include,  but  are  not  limited  to,  the
  availability of key  Y2K  personnel,  NSP's  ability to locate and correct all
  relevant computer codes,  the readiness of third parties, and NSP's ability to
  respond  to  unforeseen  Y2K  complications.  Such  material differences could
  result in,  among  other  things, business  disruptions, operational problems,
  financial loss,  legal  liability,  and  similar  risks.
- - Regulatory delays  or  conditions  imposed by regulatory agencies in approving
  the  proposed  merger  with  NCE.

NSP-Wisconsin  undertakes  no  obligation  to  publicly  update  or  revise  any
forward-looking  statements,  whether  as  a  result  of new information, future
events  or  otherwise.   The foregoing review factors pursuant to the Act should
not  be  construed  as  exhaustive or as any admission regarding the adequacy of
disclosures  made  by  NSP-Wisconsin  prior  to  the  effective date of the Act.


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