SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DONNELLY JAMES C

(Last)

(First)

(Middle)

231 WEST MICHIGAN

(Street)

MILWAUKEE

53203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WISCONSIN ENERGY CORP [ WEC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO of WICOR Ind

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/02/2004		M		4,038	A	$20.39	54,764⁽¹⁾	D
Common Stock	04/02/2004		S		4,038	D	$32.5	50,726⁽¹⁾	D
Common Stock	04/02/2004		M		44,065	A	$21.73	94,791⁽¹⁾	D
Common Stock	04/02/2004		S		44,065	D	$32.5	50,726⁽¹⁾	D
Common Stock	04/02/2004		M		56,565	A	$22.655	107,291⁽¹⁾	D
Common Stock	04/02/2004		S		56,565	D	$32.5	50,726⁽¹⁾	D
Common Stock	04/02/2004		M		28,432	A	$25.41	79,158⁽¹⁾	D
Common Stock	04/02/2004		S		28,432	D	$32.5	50,726⁽¹⁾	D
Common Stock								644⁽²⁾	I	ERSP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$20.39	04/02/2004		M			4,038	02/07/2002⁽³⁾	02/07/2011	Common Stock	4,038	$0	20,962	D
Stock Option (right to buy)	$21.73	04/02/2004		M			44,065	05/01/2002⁽³⁾	05/01/2011	Common Stock	44,065	$0	44,065	D
Stock Option (right to buy)	$22.655	04/02/2004		M			56,565	01/02/2003⁽³⁾	01/02/2012	Common Stock	56,565	$0	56,565	D
Stock Option (right to buy)	$25.41	04/02/2004		M			28,432	01/02/2004⁽³⁾	01/02/2013	Common Stock	28,432	$0	85,298	D

Explanation of Responses:

1. Includes shares acquired pursuant to a dividend reinvestment feature of WEC's Stock Plus Investment Plan in transactions exempt from Section 16 pursuant to Rule 16a-11.

2. Includes shares acquired under WEC's Employee Retirement Savings Plan (ERSP) in transactions exempt from Section 16(b) pursuant to Rule 16b-3(c) and exempt from reporting pursuant to Rule 16a-3(f)(1)(i)(B). The number of shares in the ERSP attributable to any one participant varies with the price of the Common Stock. The information in this report is based on a plan statement dated as of March 31, 2004.

3. Options began to vest in 25% increments annually on the date indicated.

Remarks:

	Kristine A. Rappe, as Attorney-in-Fact	04/06/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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