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

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 each 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 (July 31, 2002):

Wisconsin Gas Company ("Wisconsin Gas" or "the Company"), a natural gas distribution public utility, is a Wisconsin corporation and a wholly-owned subsidiary of WICOR, Inc. ("WICOR"), a diversified holding company. On April 26, 2000, a merger between Wisconsin Energy Corporation ("Wisconsin Energy") and WICOR was completed. Upon the completion of the merger, WICOR, Wisconsin Gas and WICOR's other subsidiaries became wholly-owned direct or indirect subsidiaries of Wisconsin Energy.

Subsequent to the merger, Wisconsin Gas and Wisconsin Electric Power Company ("Wisconsin Electric"), another wholly-owned public utility subsidiary of Wisconsin Energy, have combined common functions. In April 2002, the two companies began doing business under the trade name of "We Energies".

The unaudited interim financial statements presented in this Form 10-Q have been prepared by Wisconsin Gas pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note 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. Wisconsin Gas's financial statements should be read in conjunction with the financial statements and notes thereto included in Wisconsin Gas's 2001 Annual Report on Form 10-K.

WISCONSIN GAS COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

Cautionary Factors:   A number of forward-looking statements are included in this document. When used, the terms "anticipate," "believe," "estimate," "expect," "forecast," "objective," "plan," "possible," "potential," "project" and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to certain risks, uncertainties and assumptions which could cause actual results to differ materially from those that are described, including the factors that are noted throughout this document and below in "Factors Affecting Results, Liquidity and Capital Resources".

Earnings increased by $7.6 million or 124.6% in the second quarter of 2002 compared with the second quarter of 2001, primarily reflecting an increase in total gas margins, reduced interest expense, and the elimination of goodwill amortization effective January 1, 2002 with the adoption of SFAS 142.

A comparison follows of operating revenues, gross margin and gas deliveries during the second quarter of 2002 with similar information for the second quarter of 2001. Gross margin is a better performance indicator for the gas utility than revenues because changes in the cost of gas sold flow through to revenue under gas cost recovery mechanisms that do not impact gross margin. Operating revenues decreased by $5.3 million or 5.3% reflecting a $9.7 million decrease in purchased gas costs offset in part by increased volumes due to cooler weather.

For the three months ended June 30, 2002, gross margin increased by $4.4 million or 13.7% when compared to the three months ended June 30, 2001 due primarily to a weather-related increase in therm deliveries, especially to residential customers who are more weather sensitive and contribute higher margins per therm than other customer classes. The region experienced periods of unseasonably cool weather during April and May of 2002. As measured by heating degree days, the second quarter of 2002 was 25.6% cooler than the second quarter of 2001 and 12.0% cooler than normal.

The following table compares gross margins and natural gas therm deliveries by customer class during the second quarter of 2002 with similar information for the second quarter of 2001.

Other Operation and Maintenance Expenses:   Other operation and maintenance expenses increased by $4.1 million or 24.0% during the second quarter of 2002 when compared with the second quarter of 2001. The primary increase in the second quarter of 2002 included $3.9 million of higher intercompany costs related to information systems. Prior to August 2001, Wisconsin Gas utilized its own customer service system. In connection with the merger, in August of 2001, the Company transferred its customer service function to Wisconsin Electric which resulted in increased operating and maintenance costs and reduced depreciation expense. In addition, during the second quarter of 2002, the Company experienced higher pension and other medical benefit expenses.

Depreciation and Amortization:   Depreciation and amortization expenses decreased by $2.1 million during the second quarter of 2002 primarily due to the Company completing the amortization of its customer service system, a service now provided by Wisconsin Electric, with the related cost recognized by the Company as other operating and maintenance expense.

Goodwill Amortization:   Goodwill amortization expenses decreased by $2.9 million during the second quarter of 2002 due primarily to the adoption on January 1, 2002 of SFAS 142, which eliminated amortization of goodwill and intangibles with indefinite lives.

Interest Expense:   Interest expense decreased by $5.9 million or 67.0% during the second quarter of 2002 due primarily to intercompany notes which were reversed in December 2001 pursuant to a PSCW order, and to lower short-term interest rates.

The earnings for Wisconsin Gas increased by $11.4 million to $24.4 million during the first six months of 2002 when compared to the first six months of 2001. This increase in earnings primarily reflects lower interest expense of $11.9 million during the first six months of 2002. In addition, amortization of goodwill was discontinued effective January 1, 2002 with the adoption of SFAS 142, resulting in an increase in earnings of $5.8 million.

A comparison of operating revenues, gross margin and gas deliveries follows. Gross margin is a better performance indicator than revenues because changes in the cost of gas sold flow through to revenue under gas cost recovery mechanisms that do not impact gross margin. As reflected below, operating revenues declined by $149.5 million or 34.6% between the first six months of 2002 and the first six months of 2001 offset by a $149.1 million decrease in purchased gas costs.

Lower prices for natural gas caused most of the 34.6% decrease in operating revenues and the 46.5% decrease in the cost of gas sold during the first six months of 2002. As noted above, such gas cost decreases do not affect the margin earned on each therm of gas delivered as a result of the Company's gas cost recovery mechanisms.

The following table compares gross margins and natural gas therm deliveries by customer class during the first six months of 2002 with similar information for the first six months of 2001.

During the first six months of 2002, total therm deliveries of natural gas increased by 0.6% but varied within customer classes. Volume deliveries for the residential customers decreased by 0.4% and for the commercial/industrial customer classes increased by 6.5%, respectively. Therm deliveries to these customer classes declined due to warm winter weather in the first quarter of 2002. This decrease was partially offset by unseasonably cool weather in the second quarter of 2002 and classification changes between customer classes for several customers. Transportation volumes were 2.1% lower than the prior year.

Other Operation and Maintenance Expenses:   Other operation and maintenance expenses increased by $3.2 million or 8.1% during the first six months of 2002 when compared with the first six months of 2001. The most significant increase included higher intercompany costs related to information systems. Prior to August 2001, Wisconsin Gas utilized its own customer service system. In connection with the merger, in August of 2001, the Company transferred its customer service function to Wisconsin Electric which resulted in increased operating and maintenance costs and reduced depreciation expense. In addition, during the first six months of 2002, the Company experienced increased employee benefit costs compared to the first six months of 2001.

Depreciation and Amortization:   Depreciation and amortization expenses decreased by $1.8 million during the first six months of 2002 primarily due to the Company completing the amortization of its customer service system as this function is now provided by Wisconsin Electric, with the related cost recognized by the Company as other operating and maintenance expense.

Goodwill Amortization:   Goodwill amortization expenses decreased by $5.8 million during the first six months 2002 due primarily to the adoption on January 1, 2002 of SFAS 142, which eliminated amortization of goodwill and intangibles with indefinite lives.

Interest Expense:   Interest expense decreased by $11.9 million or 65.7% during the first six months of 2002 due primarily to intercompany notes which were reversed in December 2001 pursuant to a PSCW order. In addition, lower short-term interest rates have contributed to reduced interest expense.

The following summarizes Wisconsin Gas's cash flows during the first six months of 2002 and 2001:

Cash provided by operating activities increased to $88.5 million during the first six months of 2002 compared with $47.1 million during the same period in 2001. This increase is due in part to lower natural gas prices during the first six months of 2002 which resulted in a decline in working capital needs. In addition, operating activities for the first six months of 2002 increased due to lower tax and interest payments then for the first six months of 2001.

During the first six months of 2002, Wisconsin Gas had cash outflows from investing activities of $5.4 million as compared to $16.1 million during the first six months of 2001. This decrease is directly related to a $12.0 million increase in proceeds from asset sales in 2002. For the six months ended June 30, 2002 and 2001, capital expenditures totaled $16.7 million and $15.9 million, respectively.

During the six months ended June 30, 2002, Wisconsin Gas used $81.1 million for financing activities compared with $33.2 million during the first six months of 2001. This change can be attributed to an increase in short-term debt repayments between the first six months of 2002 and 2001, due to the decrease in the cost of natural gas and resulting decline in working capital needs.

Cash requirements during the remaining six months of 2002 are expected to be met through a combination of internal sources of funds from operations, short-term borrowings and existing lines of credit.

The Company has access to outside capital markets and has been able to generate funds internally and externally to meet its capital requirements. Wisconsin Gas's ability to attract the necessary financial capital at reasonable terms is critical to the Company's overall strategic plan. Wisconsin Gas believes that it has adequate capacity to fund its operations for the foreseeable future through its borrowing arrangements and internally generated cash.

On December 12, 2001, Wisconsin Gas entered into an unsecured 364-day $190 million bank back-up credit facility that replaced individual bank lines of credit that were expiring. The credit facility may be extended for an additional 364 days, subject to lender agreement.

On June 30, 2002, Wisconsin Gas had $190 million of available unused lines of bank back-up credit facilities. The Company had approximately $48 million of total short-term debt outstanding on such date.

Wisconsin Gas reviews its bank back-up credit facility needs on an ongoing basis and expects to be able to maintain adequate credit facilities to support the Company's operations.

The following table shows Wisconsin Gas's capitalization structure at June 30, 2002 and at December 31, 2001:

Access to capital markets at a reasonable cost is determined in large part by credit quality. The following table summarizes the current ratings of the debt securities of Wisconsin Gas by Standard & Poors Corporation ("S&P"), Moody's Investors Service ("Moody's") and Fitch.

S&P's, Moody's and Fitch's current outlook for Wisconsin Gas is Stable.

Wisconsin Gas believes these ratings should provide a significant degree of flexibility in obtaining funds on competitive terms. However, these security ratings reflect the views of the rating agencies. An explanation of the significance of these ratings may be obtained from each rating agency. Such ratings are not a recommendation to buy, sell or hold securities, but rather an indication of creditworthiness. Any rating can be revised upward or downward or withdrawn at any time by a rating agency if it decides that the circumstances warrant the change. Each rating should be evaluated independently of any other rating.

Capital requirements during the remainder of 2002 are expected to be principally for capital expenditures and for short-term debt retirements. Wisconsin Gas's 2002 annual capital expenditure budget is approximately $91 million.

Wisconsin Gas is a party to various financial instruments with off-balance sheet risk as a part of its normal course of business, which may include, from time to time, financial guarantees and letters of credit which support construction projects, commodity contracts and other payment obligations.

Total contractual obligations and other commercial commitments for Wisconsin Gas as of June 30, 2002 declined compared with December 31, 2001 due to normal periodic or cyclical payments related to these types of obligations. There were no significant new contracts entered into in the first six months of 2002. Obligations for utility operations by Wisconsin Gas have historically been included as part of the rate making process and were therefore generally recoverable from customers.

This report and other documents or oral presentations contain or may contain forward-looking statements made by or on behalf of Wisconsin Gas. Such statements are based upon management's current expectations and are subject to risks and uncertainties that could cause Wisconsin Gas's actual results to differ materially from those contemplated in the statements. Readers are cautioned not to place undue reliance on the forward-looking statements. When used in written documents or oral presentations, the terms "anticipate," "believe," "estimate," "expect," "forecast," "objective," "plan," "possible," "potential," "project" and similar expressions are intended to identify forward-looking statements. In addition to the assumptions and other factors referred to specifically in connection with such statements, factors that could cause Wisconsin Gas's actual results to differ materially from those contemplated in any forward-looking statements include, among others, the following:

• Factors affecting operations such as unusual weather conditions; catastrophic weather-related or terrorism-related damage; unplanned maintenance or repairs; unanticipated changes in gas supply or water supply costs or availability due to higher demand, shortages, transportation problems or other developments; nonperformance by natural gas suppliers under existing gas supply contracts; environmental incidents; gas pipeline system constraints; unanticipated organizational structure or key personnel changes; collective bargaining agreements with union employees or work stoppages; inflation rates; or demographic and economic factors affecting utility service territories or operating environment.

• Regulatory factors such as unanticipated changes in rate-setting policies or procedures; unanticipated changes in regulatory accounting policies and practices; industry restructuring initiatives; distribution system operation and/or administration initiatives; recovery of costs of previous investments made under traditional regulation; required changes in facilities or operations to reduce the risks or impacts of potential terrorist activities; required approvals for new construction.

• Unexpected difficulties or unanticipated effects of the qualified five-year gas rate freeze ordered by the Public Service Commission of Wisconsin as a condition of its approval in 2000 of the merger of Wisconsin Energy Corporation and WICOR, Inc.

• The rapidly changing and increasingly competitive gas utility environment as market-based forces replace strict industry regulation and other competitors enter the gas markets resulting in increased wholesale and retail competition.

• Consolidation of the industry as a result of the combination and acquisition of utilities in the Midwest, nationally and globally.

• Changes in social attitudes regarding the utility industries.

• Customer business conditions, including demand for their products or services and supply of labor and material used in creating their products and services.

• The cost and other effects of legal and administrative proceedings, settlements, investigations and claims, and changes in those matters.

• Factors affecting the availability or cost of capital such as: changes in interest rates and other general capital market conditions; the Company's capitalization structure; market perceptions of the utility industry or the Company; or security ratings.

• Federal, state or local legislative factors, such as changes in tax laws or rates; changes in trade, monetary and fiscal policies, laws and regulations; gas industry restructuring initiatives; or changes in environmental laws and regulations.

• Authoritative generally accepted accounting principle or policy changes, such as adoption of SFAS 142, Goodwill and Other Intangible Assets, and SFAS 143, Accounting for Asset Retirement Obligations, from such standard setting bodies as the Financial Accounting Standards Board and the Securities and Exchange Commission.

• Unanticipated 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 Wisconsin Gas's Securities and Exchange Commission filings or in other publicly disseminated written documents.

Wisconsin Gas undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

*****

For certain other information which may impact Wisconsin Gas's future financial condition or results of operations, see Item 1, Financial Statements -- "Notes to Condensed Financial Statements," in Part I of this report.

For information concerning market risk exposures, see Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations -- "Factors Affecting Results, Liquidity and Capital Resources - Market Risks and Other Significant Risks," in Part II of Wisconsin Gas's 2001 Annual Report on Form 10-K.

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.