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 (September 30, 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 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".

The net loss recorded in the third quarter of 2002 was $1.8 million or 22.2% less than the third quarter of 2001, primarily reflecting reduced interest expense, and the elimination of goodwill amortization effective January 1, 2002 with the adoption of SFAS 142.

Traditionally the quarter ending September 30 has the lowest gross margin due to the lack of a heating load. A comparison follows of operating revenues, gross margin and gas deliveries during the third quarter of 2002 with similar information for the third quarter of 2001. Gross margin is a better performance indicator for the gas utility than changes in 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 can be seen below, gross margin declined by $0.5 million as operating revenues decreased by $0.3 million or 0.5% and purchased gas costs increased by $0.2 million or 0.6%.

For the three months ended September 30, 2002, gas gross margins by customer class declined compared to the three months ended September 30, 2001. As can be seen in the table below, total gas sales volumes for the third quarter of 2002 decreased 5.3% compared with the third quarter of 2001. This decline was partially offset by deliveries to a higher average number of customers, which favorably impacted the fixed component of operating revenues that is not affected by decreased volumes.

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

As noted above, total gas sales volumes decreased by 5.3% during the third quarter of 2002. This decrease was partially offset by deliveries to a higher average number of customers. The therm delivery reduction was largely due to periods of warmer weather in the third quarter of 2002 compared with the same period in 2001 and classification changes between customer classes for several customers.

Other Operation and Maintenance Expenses:   Other operation and maintenance expenses increased by $4.0 million or 26.5% during the third quarter of 2002 when compared with the third quarter 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, the Company transferred its customer service function to Wisconsin Electric which resulted in increased operating and maintenance costs and reduced depreciation expense. The Company also experienced higher pension and other medical benefit expenses for the third quarter of 2002.

Depreciation, Decommissioning and Amortization:   Depreciation, Decommissioning and Amortization expenses decreased by $1.0 million or 9.6% during the third quarter of 2002 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 $2.9 million during the third quarter of 2002 due to the adoption on January 1, 2002 of SFAS 142, which eliminated amortization of goodwill.

Interest Expense:   Interest expense decreased by $2.5 million or 46.3% during the third 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 net income for Wisconsin Gas increased by $13.2 million to $18.1 million during the first nine months of 2002 when compared to the first nine months of 2001. This increase in net income primarily reflects lower interest expense of $14.4 million during the first nine 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 net income of $8.7 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 can be seen below, gas margins declined by $1.0 million as gas operating revenues declined by $149.9 million or 30.6% between the first nine months of 2002 and the first nine months of 2001 offset by a $148.9 million or 42.0% decrease in purchased gas costs.

Gas operating revenues declined by $149.9 million or 30.6% between the first nine months of 2002 and the first nine months of 2001 offset by a $148.9 million or 42.0% decrease in purchased gas costs. The decline in revenues and cost of gas sold were directly related to a decline in natural gas prices. On a year to date basis, the weighted average cost of gas declined from $5.76 during 2001 to $2.88 during 2002. As noted above, such gas cost decreases do not affect the margin earned on each therm of gas delivered due to the Company's gas cost recovery mechanisms.

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

During the first nine months of 2002, total therm deliveries of natural gas increased by 1.0% but varied within customer classes. Volume deliveries for the residential class decreased by 1.3% and commercial customer classes increased by 5.1%. The impacts of periods of warmer than normal weather in the first quarter of 2002 were partially offset by the effects of unseasonably cool weather in the second quarter of 2002 and classification changes between customer classes for several customers.

Other Operation and Maintenance Expenses:   Other operation and maintenance expenses increased by $7.2 million or 13.2% during the first nine months of 2002 when compared with the first nine months of 2001. The most significant increase includes higher intercompany costs related to information systems. Prior to August 2001, Wisconsin Gas utilized its own customer service system. In connection with the merger, the Company transferred its customer service function to Wisconsin Electric which resulted in increased operating and maintenance costs and reduced depreciation expense. The Company also experienced an increase in employee benefit costs which were partially offset by cost reduction efforts during 2002.

Depreciation and Amortization:   Depreciation and amortization expenses decreased by $2.8 million during the first nine 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 $8.7 million during the first nine months 2002 due to the adoption on January 1, 2002 of SFAS 142, which eliminated amortization of goodwill.

Other Income, Net:   Other Income decreased by $1.4 million during the first nine months of 2002 due primarily to the loss on the sale of assets of $1.3 million recorded in 2002.

Interest Expense:   Interest expense decreased by $14.4 million or 61.3% during the first nine 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 nine months of 2002 and 2001:

Cash provided by operating activities increased to $51.1 million during the first nine months of 2002 compared with $14.5 million during the same period in 2001. This increase is due in part to lower natural gas prices during the first nine months of 2002 which resulted in a decline in working capital needs. In addition, operating activities for the first nine months of 2002 increased due to increased earnings and lower tax and interest payments then for the first nine months of 2001.

During the first nine months of 2002, Wisconsin Gas had cash outflows from investing activities of $21.4 million as compared to $33.1 million during the first nine months of 2001. This decrease is directly related to a $12.2 million increase in proceeds from asset sales in 2002. For the nine months ended September 30, 2002 and 2001, capital expenditures totaled $32.7 million and $34.1 million, respectively.

During the nine months ended September 30, 2002, Wisconsin Gas used $31.5 million for financing activities compared with $13.2 million of cash provided during the first nine months of 2001. This change can be attributed to an increase in short-term debt repayments between the first nine months of 2002 and 2001 due to the decrease in the cost of natural gas and resulting decline in working capital needs plus proceeds from asset sales.

Cash requirements during the remaining three 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 September 30, 2002, Wisconsin Gas had approximately $190 million of available unused lines of bank back-up credit facilities. The Company had approximately $97.2 million of total short-term debt outstanding on such date.

The Company 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.

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.

The following table shows Wisconsin Gas's capitalization structure at September 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 forecast is approximately $65 million.

Pension Investments:   The Company has funded its pension obligations in outside trusts. During 2002, the pension investments in the trusts have performed consistent with the stock market which has resulted in double digit negative returns. In addition, interest rates have fallen, which results in a higher discounted pension obligation. Under accounting rules, a company must record a minimum pension liability if the Accumulated Benefit Obligation exceeds the fair value of pension assets at the end of the year.

The Company has received projections from its actuaries which indicate that the Company may have to record a minimum pension liability as of December 31, 2002 if the pension assets continue to have negative returns in 2002 and the Company chooses not to make a contribution to the pension plan. The minimum pension liability would result in a non-cash charge to shareholders' equity which, if the annual losses on pension assets are 10% to 20%, could be between $105 million to $145 million after tax during 2002.

Alternatively, the Company could make a contribution to the plan by December 31, 2002 which would eliminate the underfunded status of the plan. The net cash outflows, if the annual losses on pension assets are 10% to 20%, could be between $30 million to $100 million after tax, again, dependent upon the annual losses on the plan assets.

The Company is currently evaluating whether it will fund the pension plan or take the non-cash charge to shareholders' equity.

Financial Instruments:   Wisconsin Gas is a party from time to time to various financial instruments with off-balance sheet risk as a part of its normal course of business, which may include financial guarantees and letters of credit supporting construction projects, commodity contracts and other payment obligations. The Company's estimated maximum exposure under such agreements is zero as of September 30, 2002.

Contractual Obligations/Commercial Commitments:   Total contractual obligations and other commercial commitments for Wisconsin Gas as of September 30, 2002 increased compared with December 31, 2001. The changes since December 31, 2001 are consistent with normal business operations as the Company entered into multi-year gas transportation contracts in the third quarter. Obligations for utility operations by Wisconsin Gas have historically been included as part of the rate making process and are therefore generally recoverable from customers.

Accounting for Bad Debts:   See "Accounting for Bad Debts" in Note 4, in Item 1, Financial Statements -- "Notes to Condensed Financial Statements" in Part I of this report for information concerning recent developments related to a PSCW order which eliminating escrow accounting for bad debts effective October 1, 2002.

Guardian Lateral:   See "Commitments and Contingencies" in Note 6, in Item 1, Financial Statements -- "Notes to Condensed Financial Statements" in Part I of this report for information concerning recent developments related to construction by Wisconsin Gas of the Guardian Lateral to connect its distribution system to the Guardian Pipeline.

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 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; 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; 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.

• 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 increasing competitiveness of the 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 industry.

• 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 including market risks and other significant risks 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 1 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.

In order 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 has formalized its disclosure controls and procedures. 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's 2001 Annual Report on Form 10-K and Item 1, Legal Proceedings, in Part II of Wisconsin Gas's Quarterly Report on Form 10-Q for the period ended March 31, 2002.

See "Environmental Matters" in Note 6, in Item 1, Financial Statements -- "Notes to Condensed Financial Statements" in Part I of this report which is incorporated by reference herein, for a discussion of matters related to certain manufactured gas plant sites.

Guardian Lateral:   See "Commitments and Contingencies" in Note 6, in Item 1, Financial Statements -- "Notes to Condensed Financial Statements" in Part I of this report for information concerning recent developments related to construction by Wisconsin Gas of the Guardian Lateral to connect its distribution system to the Guardian Pipeline.

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 Abdoo, certify that: