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 (June 30, 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)

The accompanying unaudited condensed financial statements for Wisconsin Gas Company should be read in conjunction with Item 8, Financial Statements and Supplementary Data, in Wisconsin Gas' 2002 Annual Report on Form 10-K. In the opinion of management, all adjustments, normal and recurring in nature, necessary to a fair statement of the results of operations, cash flows and financial position of Wisconsin Gas, have been included in the accompanying income statements, statements of cash flows and balance sheets. The results of operations for the three and six months ended June 30, 2003 are not necessarily indicative of the results which may be expected for the entire fiscal year 2003 because of seasonal and other factors.

Asset Retirement Obligations:   The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 143, Accounting for Asset Retirement Obligations, effective January 1, 2003. Under SFAS 143, entities are required to record the fair value of a legal liability for an asset retirement obligation in the period in which it is incurred. When a new liability is recorded the entity capitalizes the costs of the liability by increasing the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. At retirement, an entity settles the obligation for its recorded amount or incurs a gain or loss.

As of June 30, 2003, Wisconsin Gas has not identified any asset retirement obligations. However, the Company collects removal costs in rates for certain assets that do not have associated legal asset retirement obligations. As of June 30, 2003, the Company estimates that it has approximately $167 million related to removal costs recorded in Accumulated Depreciation.

Business Combinations and Goodwill: The Company accounts for goodwill and other intangibles under SFAS 142, Goodwill and Other Intangible Assets. Under SFAS 142, goodwill and other intangibles with indefinite lives are not subject to amortization. However, goodwill and other intangibles are subject to fair value-based rules for measuring impairment, and resulting write-downs, if any, are to be reflected in operating expense.

The Company assesses its fair value by considering future discounted cash flows. This analysis is supplemented with a review of fair value based on public company trading multiples and merger and acquisition transaction multiples for similar companies. This evaluation utilizes the information available under the circumstances, including reasonable and supportable assumptions and projections. The Company performs its annual impairment test as of August 31.

Financial Instruments with Characteristics of both Liabilities and Equity:   The Company adopted SFAS 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, on July 1, 2003. SFAS 150, which was issued by the Financial Accounting Standards Board in May 2003, requires an issuer to classify outstanding freestanding financial instruments within its scope as a liability on its balance sheets even though the instruments have characteristics of equity. The Company identified no financial instruments that fall under the scope of SFAS 150.

Variable Interest Entities:   In January 2003, the Financial Accounting Standards Board issued Interpretation 46, Consolidation of Variable Interest Entities ("FIN 46"). This standard will require an enterprise that is the primary beneficiary of a variable interest entity to consolidate that entity. FIN 46 must be applied to any existing interests in variable interest entities beginning in the third quarter of 2003. The Company does not expect to consolidate any existing interests in unconsolidated entities as a result of FIN 46.

Comprehensive Income:   Comprehensive Income includes all changes in equity during a period except those resulting from investments by and distributions to owners. Wisconsin Gas had the following total Comprehensive Income during the six months ended June 30, 2003 and 2002:

Postemployment benefits:   Postemployment benefits provided to former or inactive employees are recognized when an event occurs. The estimated liability for such benefits has not changed significantly from the $1.6 million accrual recorded by the Company as of December 31, 2002.

Environmental Matters:   The Company periodically reviews its exposure for remediation costs as evidence becomes available indicating that its remediation liability has changed. Given current information, management believes that future costs in excess of the amounts accrued and/or disclosed on all presently known and quantifiable environmental contingencies will not be material to the Company's financial position or results of operations.

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".

Wisconsin Gas had a net loss of $3.4 million during the second quarter of 2003 compared with net income of $1.5 million during the second quarter of 2002, primarily reflecting a decline in operating income as a result of higher pension and benefit, bad debt, and depreciation and amortization expenses.

A comparison follows of the Company's operating revenues, gross margin and gas deliveries during the second quarter of 2003 with similar information for the second 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 $27.2 million or 28.8% offset by a $27.3 million or 47.2% increase in purchased gas costs.

For the three months ended June 30, 2003, gas margins decreased by $0.1 million or 0.3% when compared to the three months ended June 30, 2002 primarily reflecting a slight decline in gas deliveries to residential customers who contribute higher margins per therm than other customer classes. The following table compares Wisconsin Gas' gross margin and natural gas therm deliveries by customer class during the second quarter of 2003 with similar information for the second quarter of 2002.

Other Operation and Maintenance Expenses:   Other operation and maintenance expenses increased by $7.2 million or 34.0% during the second quarter of 2003 when compared with the second quarter of 2002. The increase was primarily attributable to $3.4 million of increased bad debt expense and to increased pension and benefits costs in the amount of $2.2 million.

Depreciation and Amortization:   Depreciation and amortization expenses increased by $1.2 million or 14.5% during the second three months of 2003 primarily due to a higher base of depreciable assets between the comparative periods.

Net income for the first six months of 2003 was $23.6 million, slightly lower than net income of $24.4 million for the first six months of 2002, primarily because an increase in gross margin due to favorable weather conditions during the first quarter of 2003 was offset by higher employee pension and benefit costs and an increase in bad debt expense during the first half of 2003.

A comparison follows of the Company's operating revenues, gross margin and gas deliveries during the first half of 2003 and the first half 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 $155.1 million or 54.8% offset by a $144.0 million or 84.1% increase in purchased gas costs.

Gas margins increased $11.1 million or 10.0% between the comparative periods primarily due 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 half of 2003 was 15.3% colder than the first half of 2002 and 12.0% colder than normal. The following table compares Wisconsin Gas' gross margin and natural gas therm deliveries by customer class during the first half of 2003 with similar information for the first half of 2002.

Other Operation and Maintenance Expenses:   Other operation and maintenance expenses increased by $15.5 million or 36.2% during the first six month