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 by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes [  ]    No [X  ]

Indicate the number of shares outstanding of each of the Registrant's classes of common stock as of the latest practicable date (March 31, 2003):

All of the common stock of Wisconsin Electric Power Company is held by Wisconsin Energy Corporation.

Wisconsin Electric Power Company ("Wisconsin Electric" or the "Company"), a wholly-owned subsidiary of Wisconsin Energy Corporation ("Wisconsin Energy"), is an electric, natural gas and steam utility with operations in Wisconsin and the Upper Peninsula of Michigan.

Wisconsin Electric and Wisconsin Gas Company ("Wisconsin Gas"), another wholly-owned public utility subsidiary of Wisconsin Energy, have combined common functions and operate under the trade name of "We Energies".

The unaudited interim financial statements presented in this Form 10-Q have been prepared by Wisconsin Electric 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 Electric's financial statements should be read in conjunction with the financial statements and notes thereto included in Wisconsin Electric's 2002 Annual Report on Form 10-K.

WISCONSIN ELECTRIC POWER COMPANY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

Cautionary Factors:   Certain statements contained herein are "Forward Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward Looking Statements may be identified by reference to a future period or periods or by the use of forward looking terminology such as "may," "intends," "anticipates," "believes," "estimates," "expects," "forecasts," "objectives," "plans," "possible," "potential," "project" or similar terms or variations of these terms. Actual results may differ materially from those set forth in Forward Looking Statements as a result of certain risks and uncertainties, including but not limited to, changes in political and economic conditions, equity and bond market fluctuations, varying weather conditions, governmental regulation and supervision, as well as other risks and uncertainties detailed from time to time in filings with the Securities and Exchange Commission ("SEC") including factors described throughout this document and below in "Factors Affecting Results, Liquidity and Capital Resources".

Net Income increased by $9.0 million or 13.6% in the first quarter of 2003 compared with the first quarter of 2002, primarily reflecting improved electric and gas margins, reduced interest costs and costs recorded in 2002 for the early repayment of $103.4 million of long-term debt, partially offset by increased operating costs.

The following table compares Wisconsin Electric's total electric utility operating revenues and gross margin during the first quarter of 2003 with similar information during the first quarter of 2002 including favorable (better ("B")) or unfavorable (worse ("W")) variances.

During the first quarter of 2003, total electric utility operating revenues increased by $44.7 million or 10.2% when compared with the first quarter of 2002 due to favorable weather conditions, the impact of price increases related to fuel and purchased power, and a surcharge related to transmission costs. As measured by heating degree days, 2003 was 17.5% colder than 2002 and 9.0% colder than normal. In March 2003, Wisconsin Electric received an interim increase in rates to recover increased fuel and purchased power costs. On an annual basis, the increase was $55.0 million. On a quarter to quarter basis, the fuel surcharge resulted in $2.4 million of additional revenue. In addition, in October 2002, the Company implemented a Public Service Commission of Wisconsin ("PSCW") approved surcharge for

Electric gross margin increased 7.1% between the comparative periods primarily due to higher revenues. Total fuel and purchased power expenses increased primarily due to higher demand resulting from colder weather and increased usage by Wisconsin Electric's largest customers, two iron ore mines. In addition, natural gas prices, the primary fuel source for Wisconsin Electric's purchased power, increased significantly during 2003 and resulted in a 41% increase in the cost per megawatt hour of purchased power. Average commodity gas prices were $5.26 for the first quarter of 2003, compared to $2.80 for the first quarter of 2002 on a per dekatherm basis. The impact of increased purchased power costs was mitigated by a 16% increase in megawatt hours generated at Wisconsin Electric's lower cost coal and nuclear plants due to higher availability in the first quarter of 2003 compared with the first quarter of 2002. Overall, the combined cost of fuel and purchased power increased 7% on a cost per megawatt hou r basis between the first quarter of 2003 and the first quarter of 2002.

The following table compares Wisconsin Electric's electric utility operating revenues and electric utility megawatt-hour sales by customer class during the first quarter of 2003 with similar information for the first quarter of 2002.

As noted above, total electric megawatt-hour sales increased by 11.1% during the first quarter of 2003 reflecting colder weather and a slight improvement in the economy compared with the first quarter of 2002. Sales to Wisconsin Electric's largest customers, two iron ore mines, increased by 259.1 thousand megawatt-hours or 87.1% between the comparative periods primarily due to an extended outage at one of the mines in the first quarter of 2002 compared with the first quarter of 2003. Excluding these two mines, Wisconsin Electric's total electric energy sales increased by 7.7% and sales volumes to the remaining large commercial/industrial customers improved by 4.5% between the comparative periods. Sales to other municipal utilities, the Other Retail/Municipal customer class, increased 42.2% between the periods due to a higher off-peak demand from municipal wholesale power customers.

A comparison follows of Wisconsin Electric's gas utility operating revenues, gross margin and gas deliveries during the first quarter of 2003 with similar information for the first quarter of 2002. 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. Due primarily to a significant increase in the delivered cost of natural gas between the comparative periods, gas operating revenues increased by $86.6 million or 60.8% offset by a $78.4 million or 90.6% increase in purchased gas costs.

For the three months ended March 31, 2003, gas margins increased $8.2 million or 14.7% when compared to the three months ended March 31, 2002 due primarily to a favorable 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. As measured by heating degree days, the first quarter of 2003 was 17.5% colder than the first quarter of 2002 and 9.0% colder than normal.

The following table compares Wisconsin Electric's gas utility gross margin and natural gas therm deliveries by customer class during the first quarter of 2003 with similar information for the first quarter of 2002.

Other Operation and Maintenance Expenses:   Other operation and maintenance expenses increased by $25.8 million or 15.0% during the first quarter of 2003 when compared with the first quarter of 2002. The increase was primarily attributable to $11.9 million of higher electric transmission expenses which were offset by increased revenues recorded due to a surcharge which became effective in October of

Depreciation, Decommissioning and Amortization:   Depreciation, Decommissioning and Amortization expenses increased by $3.0 million or 4.7% during the first quarter of 2003 due primarily to increased plant balances between the comparative periods.

Other Income and Deductions:   Other income and deductions increased by $6.2 million in the first quarter of 2003 compared to first quarter of 2002. This increase is primarily due to costs of $5.3 million ($3.5 million net of tax) recorded in 2002 from the early repayment of $103.4 million of long-term debt with a weighted average interest rate of 8.4%.

Financing Costs:   Total financing costs decreased by $3.5 million in the three months ended March 31, 2003 compared to the same period in 2002. This decline was primarily due to lower interest rates and lower debt levels.

Income Taxes:   For the first quarter of 2003, the Company's effective tax rate was 37.4%, which was less than the rate of 38.4% for 2002. This reduction in the effective income tax rate was due primarily to tax credits associated with a rehabilitation project offset partially by higher book income.

The following summarizes Wisconsin Electric's cash flows during the first three months of 2003 and 2002:

Cash provided by operating activities decreased to $249.0 million during the first three months of 2003 compared with $317.5 million during the same period in 2002. This decrease was due in large part to a $116 million refund in the first quarter of 2002 from a favorable court ruling.

During the first three months of 2003, Wisconsin Electric invested a total of $85.7 million, including capital expenditures of $70.1 million for utility plant and other non-utility activities. Between the comparative periods, Wisconsin Electric spent $6.9 million less on nuclear fuel due to the timing of scheduled outages at Point Beach Nuclear Plant.

During the three months ended March 31, 2003, Wisconsin Electric used $165.4 million for financing activities compared with using $239.8 million from financing activities during the first three months of 2002. The primary uses of cash in the first quarter of 2003 included $7.9 million for the repayment of long-term debt, $44.9 million for the payment of dividends to Wisconsin Energy, and $112.8 million for the repayment of short-term debt.

Cash requirements during the remaining nine months of 2003 are expected to be met through a combination of internal sources of funds from operations, short-term borrowings and existing lines of credit supplemented through the sale of debt securities.

The Company issued $635 million of unsecured Debentures on May 6, 2003 ($300 million of ten year 4.50% Debentures due 2013 and $335 million of thirty year 5.625% Debentures due 2033). The Company used a portion of the proceeds from the offering to repay $150 million of short-term debt incurred to retire debt that matured in December 2002. The balance of the proceeds will be temporarily invested pending the Company's optional redemption of $425 million principal amount of four issues of the Company's debt securities in June 2003 that were called for optional redemption in May 2003 and $60 million principal amount of one debt issue pending its call for optional redemption, which the Company expects to occur in August 2003, or used to temporarily reduce short-term debt until the funds are needed to effect the redemptions.

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

On March 31, 2003, Wisconsin Electric had approximately $230.0 million of available unused lines of bank back-up credit facilities. The Company had approximately $242.0 million of total short-term debt outstanding on such date.

Wisconsin Electric reviews its bank back-up credit facility needs on an ongoing basis and expects to be able to maintain adequate credit facilities to support its operations. The following table summarizes such facilities at March 31, 2003:

The following table shows Wisconsin Electric's capitalization structure at March 31, 2003 and at December 31, 2002:

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 Electric by Standard & Poor's Ratings Services ("S&P"), Moody's Investors Service ("Moody's") and Fitch Ratings ("Fitch").

In February 2003, Moody's placed under review for possible downgrade the long-term security ratings of Wisconsin Electric and confirmed the commercial paper rating of Wisconsin Electric.

In March 2003, S&P lowered its corporate credit rating on Wisconsin Electric from A to A-. S&P lowered its rating on Wisconsin Electric's senior secured debt from A to A-. S&P affirmed Wisconsin Electric's A- senior unsecured debt rating. S&P lowered the rating on Wisconsin Electric's preferred stock from BBB+ to BBB. S&P lowered the short-term ratings of Wisconsin Electric from A-1 to A-2. Wisconsin Electric's senior secured and senior unsecured debt are both rated A-. S&P assigned a stable outlook.

In April 2003, Fitch confirmed the ratings of Wisconsin Electric's unsecured debt. Fitch's current outlook for Wisconsin Electric is stable.

Wisconsin Electric believes these security 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 only. 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 2003 are expected to be principally for capital expenditures and nuclear fuel. Wisconsin Electric's 2003 annual consolidated capital expenditure budget excluding nuclear fuel is approximately $340 million.

Financial Instruments:   Wisconsin Electric is a party to various financial instruments with off-balance sheet risk as a part of its normal course of business, including financial guarantees and letters of credit which support construction projects, commodity contracts and other payment obligations. As of March 31, 2003, the Company's estimated maximum exposure under such agreements has not changed significantly compared to December 31, 2002. The Company continues to believe that the likelihood is remote that material payments will be required under these agreements. For information regarding guarantees the Company has entered into, see Note 6 in the Notes to Consolidated Condensed Financial Statements in Item 1 of Part I.

Contractual Obligations/Commercial Commitments:   Total contractual obligations and other commercial commitments for Wisconsin Electric as of March 31, 2003 decreased compared with December 31, 2002 due to periodic payments related to these types of obligations and commitments made in the ordinary course of business during the quarter.

Commodity Price Risk:   Wisconsin's retail electric fuel cost adjustment procedure mitigates some of Wisconsin Electric's risk of electric fuel cost fluctuation. On a prospective basis, if cumulative fuel and purchased power costs for electric utility operations deviate from a prescribed range when compared to the costs projected in the most recent retail rate proceeding, retail electric rates may be adjusted, subject to risks associated with the regulatory approval process including regulatory lag. The PSCW recently authorized the inclusion of price risk management financial instruments for the management of the Company's electric fuel-related costs. The PSCW has authorized dollar for dollar recovery of natural gas costs for the gas utility operations of Wisconsin Electric through gas cost recovery mechanisms, which mitigates most of the risk of gas cost variations.

Used Nuclear Fuel Rates:   On March 26, 2003, a group of consumer advocacy groups led by the Michigan Environmental Council (collectively, "MEC") filed a Formal Complaint and Request to Open a Formal Proceeding (the "Complaint") with the Michigan Public Service Commission ("MPSC") naming Wisconsin Electric and four other utilities operating in Michigan as defendants. MEC claims that Wisconsin Electric improperly collects revenues for used nuclear fuel storage and disposal. The amounts of such revenues claimed by MEC to be collected from Michigan customers is between $2.3 and $11.4 million. MEC requested that the MPSC open a contested case and review the ratemaking mechanisms for these used nuclear fuel revenues, as well as prospective remedies including ratepayer reductions, long-term mechanisms to ensure that used nuclear fuel revenues do not become stranded and performance or surety bonds to protect Michigan ratepayers. On April 18, 2003, the MPSC certi fied the Complaint. Wisconsin Electric is required to file an answer to the Complaint by May 9, 2003. Wisconsin Electric's management believes that the revenues are properly collected as the collection of

Fuel Cost Adjustment Procedure:   In February 2003, Wisconsin Electric completed a power supply cost analysis which included updated natural gas cost projections for 2003. Based on this analysis, in February 2003 the Company filed a request with the PSCW to increase Wisconsin retail electric rates by $55.0 million annually to recover forecasted increases in fuel and purchased power costs. Wisconsin Electric received an interim order from the PSCW authorizing an increase of $55.0 million in electric rates in March 2003, subject to refund to the extent the final order authorizes recovery of a lesser amount. The interim order is subject to PSCW audit and final order. The Company anticipates a final order in June 2003. Under the fuel rules, Wisconsin Electric would have to refund to customers any over recoveries of fuel costs plus interest as a result of the surcharge authorized in 2003.

Power the Future - Port Washington:   In March 2003, an individual who participated in the Port Washington Certificate of Public Convenience and Necessity ("CPCN") proceedings before the PSCW filed a petition for review with the Dane County Circuit Court requesting the Court to reverse and remand in its entirety the PSCW's December 2002 order granting the CPCN to commence construction at the Port Washington Generating Station (the "Order"). Wisconsin Electric believes the petition has no merit and has filed a notice of appearance and statement of position asking that the Order be upheld and the petition dismissed.

After receiving approval for the Port Washington project, We Power, LLC ("We Power") a non-utility subsidiary of Wisconsin Energy, entered into binding contracts with third parties to secure necessary engineering, design and construction services and major equipment components for the Port Washington Generating Station Unit 1. Construction of the new facility is scheduled to start during the second quarter of 2003 and is expected to be completed during the second quarter of 2005. In January 2003, Wisconsin Electric commenced demolition of its existing coal-based generating units on the Port Washington plant site to make room for the new facility. We Power expects to begin the collection of certain costs as provided for in the lease generation contracts from Wisconsin Electric in 2003. In January 2003, Wisconsin Electric filed a request with the PSCW to defer such costs for recovery in future rates. The PSCW approved the request in an open meeting in April 2003. Before beginning c onstruction of Port Washington Generating Station Unit 2, the Order requires that an updated demand and energy forecast be filed with the PSCW to document market demand for additional generating capacity.

Power the Future - Oak Creek:   Implementation of phase two of Wisconsin Energy's Power the Future strategy is subject to a number of regulatory approvals. The Company's application seeking the issuance of a CPCN for the construction of additional generating units at the Company's existing Oak Creek Power Plant site was deemed complete by the PSCW on November 15, 2002. In January 2003, certain intervenors filed with the PSCW a petition for review of the completeness determination seeking its reversal. The PSCW denied the intervenors' petition in April 2003. A prehearing conference was held in March 2003 and a schedule was established for the Oak Creek CPCN proceeding calling for technical and public hearings in August 2003. Under the schedule established by the PSCW, Wisconsin Electric anticipates receiving a decision from the PSCW on the Oak Creek site no later than November 2003. In addition, in March 2003, the City of Oak Creek announ ced that it has reached a tentative environmental and economic agreement with Wisconsin Electric covering the Company's expansion plans for new generation construction at the Oak Creek site. Wisconsin Electric has also agreed to follow the City's conditional use permit process for construction on the Oak Creek site. Wisconsin Electric continues to work with the PSCW and the WDNR to obtain all required permits and project approvals.

Point Beach Nuclear Plant:   Wisconsin Electric owns two 517-megawatt electric generating units at Point Beach Nuclear Plant in Two Rivers, Wisconsin which are operated by Nuclear Management Company, LLC ("NMC"). In February 2003, Point Beach completed an equipment upgrade which resulted in a capacity increase of seven megawatts per generating unit.

On April 2, 2003, the Nuclear Regulatory Commission ("NRC") issued the results of two special inspections conducted in late 2002 in response to problems identified by Point Beach with the performance of the auxiliary feedwater ("AFW") system recirculation lines. The NRC determined that the potential common mode failure of the AFW pumps due to a loss of instrument air is a "red" finding that will not be treated as an old design issue. The NRC inspections identified that corrective actions did not prevent subsequently identified problems related to AFW design, including the potential for plugging of recirculation orifices. The NRC has also preliminarily determined that this issue is a "red" finding.

NMC intends to schedule a regulatory conference in the near future to provide additional information and discuss the significance of the findings. The NRC will subsequently make its final decision on the significance of the findings and associated violations and determine any further follow-up actions. The Company is currently unable to estimate the additional impact, if any, that may result.

As a result of the September 11, 2001 terrorist attacks, the NRC and the industry have been addressing security at nuclear power plants. Security at Point Beach remains at a high level, with limited access to the site continuing. Point Beach has responded to the NRC's February 2002 order for interim safeguards and security compensatory measures. Point Beach has also responded to a separate NRC order regarding security of independent used fuel storage installations received in October 2002. Additional NRC security requirements pertaining to design basis threat and security officer training and work hours are under development. Federal legislation is also pending on the federalization of nuclear plant security. The Company is currently unable to estimate the impact, if any, that may result.

This report and other documents or oral presentations contain or may contain forward-looking statements made by or on behalf of Wisconsin Electric. Such statements are based upon management's current expectations and are subject to risks and uncertainties that could cause Wisconsin Electric'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 Electric's actual results to differ materially from those contemplated in any forward-looking statements include, among others, the following:

• Factors affecting utility operations such as unusual weather conditions; catastrophic weather-related or terrorism-related damage; availability of electric generating facilities; unscheduled generation outages, or unplanned maintenance or repairs; unanticipated changes in fossil fuel, nuclear fuel, purchased power, gas supply or water supply costs or availability due to higher demand, shortages, transportation problems or other developments; nonperformance by electric energy or natural gas suppliers under existing power purchase or gas supply contracts; nuclear or environmental incidents; resolution of used nuclear fuel storage and disposal issues; electric transmission or gas pipeline
  
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  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; transmission system operation and/or administration initiatives; recovery of costs of previous investments made under traditional regulation; recovery of costs associated with adoption of changed accounting standards; required changes in facilities or operations to reduce the risks or impacts of potential terrorist activities; required approvals for new construction; changes in the United States Nuclear Regulatory Commission's regulations related to Point Beach Nuclear Plant or a permanent repository for used nuclear fuel; changes in the United States Environmental Protection Agency's regulations as well as regulations from the Wisconsin or Michigan Departments of Natural Resources, including but not limited to, regulations relating to the release of emissions from fossil-fueled power plants such as carbon dioxi de, sulfur dioxide, nitrogen oxide, small particulates or mercury; the siting approval process for new generation and transmission facilities; or changes in the regulations from the WDNR related to the siting approval process for new pipeline construction.

• Unexpected difficulties or unanticipated effects of the qualified five-year electric and 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 changing electric and gas utility environment as market-based forces replace strict industry regulation and other competitors enter the electric and 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.

• Factors which impede execution of Wisconsin Energy's Power the Future strategy announced in September 2000 and revised in February 2001, including receipt of necessary state and federal regulatory approvals; local opposition to siting of new generating facilities; obtaining the investment capital from outside sources necessary to implement the strategy; and risk associated with construction of the Power the Future facilities on time and within budget.

• Changes in social attitudes regarding the utility and power industries.

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

• Factors affecting the availability or cost of capital such as changes in interest rates; 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; electric and gas industry restructuring initiatives; changes in the Price-Anderson Act; or changes in environmental laws and regulations.

• Authoritative generally accepted accounting principle or policy changes 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 Electric's Securities and Exchange Commission filings or in other publicly disseminated written documents.

Wisconsin Electric 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 Electric's future financial condition or results of operations, see Item 1, Financial Statements -- "Notes to Consolidated Condensed Financial Statements," in Part I of this report as well as Item 1, Legal Proceedings, in Part II of this report.

For information concerning commodity price risk at Wisconsin Electric Power Company, see Item 2, 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 I of this report. For information concerning other 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 Electric's 2002 Annual Report on Form 10-K.

The Company maintains disclosure controls and procedures designed to ensure that the information the Company must disclose in its filings with the Securities and Exchange Commission is recorded, processed, summarized and reported on a timely basis. The Company's principal executive officer and principal financial officer have reviewed and evaluated the Company's disclosure controls and procedures as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective in bringing to their attention on a timely basis material information relating to the Company required to be included in the Company's periodic filings under the Exchange Act.

Since the Evaluation Date, there have not been any significant changes in the internal controls of the Company or in other factors that could significantly affect these controls subsequent to the Evaluation Date.

The following should be read in conjunction with Item 3, Legal Proceedings, in Part I of Wisconsin Electric's 2002 Annual Report on Form 10-K.

In addition to those legal proceedings discussed in its reports to the SEC, the Company is currently, and from time to time, subject to claims and suits arising in the ordinary course of business. Although the results of such legal proceedings cannot be predicted with certainty, the Company's management, after consultation with legal counsel, believes that the ultimate resolution of these proceedings will not have a material adverse effect on the financial statements of the Company.

Stray Voltage:   On July 11, 1996, the PSCW issued its final order regarding the stray voltage policies of Wisconsin's investor-owned utilities. The order clarified the definition of stray voltage, affirmed the level at which utility action is required, and appropriately placed some of the responsibility for this issue in the hands of the customer. Additionally, the order established a uniform stray voltage tariff which delineates utility responsibility and provides for the recovery of costs associated with unnecessary customer demanded services. While this action has been beneficial in Wisconsin Electric's efforts to manage this controversial issue, it has not had a significant impact on Wisconsin Electric's financial position or results of operations.

In recent years, several actions by dairy farmers have been commenced or claims made against Wisconsin Electric for loss of milk production and other damages to livestock allegedly caused by stray voltage resulting from the operation of its electrical system. At the present time, two such actions are pending and one case is on appeal. One case was recently dismissed with no liability to the Company. The claims made against Wisconsin Electric in the two pending cases are not expected to have a material adverse effect on the financial statements of the Company.

Power the Future:   See Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - "Factors Affecting Results, Liquidity and Capital Resources" in Part I of this report for information concerning recent PSCW actions related to Wisconsin Energy's Power the Future strategy.

See Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - "Factors Affecting Results, Liquidity and Capital Resources" in Part I of this report for information concerning rate matters in the jurisdictions where Wisconsin Electric does business and for information concerning nuclear operations at the Company's Point Beach Nuclear Plant.

EPA Information Requests:   Wisconsin Electric received requests during 2000 and 2002 for information from the EPA regional offices pursuant to Section 114(a) of the Clean Air Act. For further information, see "Note 8 -- Commitments and Contingencies" in the Notes to Consolidated Condensed Financial Statements in Item 1 of Part I of this report.

At Wisconsin Electric's 2003 Annual Meeting of Stockholders held on April 25, 2003 for which Wisconsin Electric did not solicit proxies, ten incumbent directors, as listed in Wisconsin Electric's Information Statement dated March 12, 2003 (the "Information Statement"), were elected for one year terms. Each director received 33,289,327 votes (100% of votes cast). Directors are elected by a plurality of the votes cast by the shares entitled to vote. Any shares not voted, whether by withheld authority, broker non-votes or otherwise, have no effect in the election of directors. There was no solicitation in opposition to the nominees proposed in the Information Statement.

Further information concerning these matters is contained in the Information Statement.

The following Exhibits are filed with or incorporated by reference in this Form 10-Q report:

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.

I, Richard A. Abdoo, certify that:

I, Paul Donovan, certify that: