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 Gas Company is held by WICOR, Inc., a wholly-owned subsidiary of Wisconsin Energy Corporation.

Wisconsin Gas Company ("Wisconsin Gas" or the "Company"), a natural gas distribution public utility, is a Wisconsin corporation and wholly-owned, indirect subsidiary of Wisconsin Energy Corporation ("Wisconsin Energy").

Wisconsin Gas and Wisconsin Electric Power Company ("Wisconsin Electric"), 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 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' financial statements should be read in conjunction with the financial statements and notes thereto included in Wisconsin Gas' 2002 Annual Report on Form 10-K.

WISCONSIN GAS COMPANY
NOTES TO 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 for the first quarter of 2003 was $27.0 million or 17.9% more than the first quarter of 2002, primarily reflecting favorable weather conditions.

A comparison follows of the Company's operating revenues, gross margin and gas deliveries during the first quarter of 2003 with similar information for the first quarter of 2002 including favorable (better ("B")) or unfavorable (worse ("W")) variances. 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 $127.9 million or 67.9% offset by a $116.7 million or 102.9% increase in purchased gas costs.

For the three months ended March 31, 2003, gas margins increased $11.2 million or 14.9% 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 Gas' 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 $8.3 million or 38.4% during the first quarter of 2003 when compared with the first quarter of 2002. The increase was primarily attributable to $3.4 million of increased bad debt expense due in part to higher gas bills and to increased benefits costs in the amount of $1.7 million.

Income Taxes:   For the first quarter of 2003, the Company's effective tax rate was 36.4%, which was less than the rate of 37.4% for 2002. This reduction in the effective income tax rate was due primarily to increased Allowance for Funds Used During Construction-equity in 2003 which is not taxable.

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

Cash provided by operating activities increased to $53.2 million during the first three months of 2003 compared with $47.5 million during the same period in 2002. This increase was due in large part to higher net income in 2003.

During the first three months of 2003, Wisconsin Gas invested a total of $14.9 million, an increase of $10.2 million over the prior year, primarily due to capital expenditures related to the Ixonia Lateral.

During the three months ended March 31, 2003, Wisconsin Gas reduced short-term debt by $38.9 million compared with a reduction of $41.8 million for the first three months of 2002.

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, if necessary, through the sale of debt securities.

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' ability to attract the necessary financial capital at reasonable terms is critical to the Company's overall strategic plan. The Company 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 Gas had approximately $185.0 million of available unused lines of bank back-up credit facilities. The Company had approximately $103.3 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 its operations. The following table summarizes such facilities at March 31, 2003:

The following table shows Wisconsin Gas' 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 Gas 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 Wisconsin Gas' long-term security rating and confirmed the commercial paper rating.

In March 2003, S&P lowered its corporate credit rating on Wisconsin Gas from A to A-. S&P lowered its rating on Wisconsin Gas' senior unsecured debt from A to A-. S&P lowered the short-term rating of Wisconsin Gas from A-1 to A-2. S&P assigned a stable outlook.

Fitch's current outlook for Wisconsin Gas is stable.

Wisconsin Gas 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. Wisconsin Gas' 2003 annual capital expenditure budget is approximately $113 million.

Financial Instruments:   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. As of March 31, 2003, the Company's estimated maximum exposure under such agreements is zero.

Contractual Obligations/Commercial Commitments:   Total contractual obligations and other commercial commitments for Wisconsin Gas 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.

Ixonia Lateral:   On January 15, 2003, Wisconsin Gas received from the Wisconsin Department of Natural Resources ("WDNR") a Chapter 30 permit to construct the Ixonia Lateral after lengthy

On August 24, 2001, Neighbors Standing United ("NSU"), a landowner group, and an individual landowner, filed petitions for review of the PSCW order dated July 25, 2001, which approved Wisconsin Gas' application to construct and operate the Ixonia Lateral. These two petitioners also filed on February 21 and 22, 2002, respectively, petitions for review of a January 17, 2002 WDNR decision which concluded that the final environmental impact statement for the Guardian Pipeline and Ixonia Lateral projects fully complied with the Wisconsin Environmental Policy Act. The Jefferson County Circuit Court on November 5, 2002 rendered a decision denying the petitions for review of the PSCW Order and request for injunctive relief with one modification by the Court which narrowed the approved pipeline corridor from 800 to 200 feet. In December 2002, the landowner filed a notice of appeal of the Court decision to the Wisconsin Court of Appeals. The petitions for review of the WDNR de cision and associated proceedings were stayed by the Circuit Court pending resolution of the proceedings for the court review of the PSCW's order. In March 2003, both NSU and the individual landowner voluntarily dismissed their petitions for review of the WDNR decision.

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' 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' 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; 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; 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 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
  
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  terrorist activities; required approvals for new construction; 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 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 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; 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; 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 Gas' 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' future financial condition or results of operations, see Item 1, Financial Statements -- "Notes to 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 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' 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 Gas' 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.

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 Gas does business.

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: