UNITED STATES 
                      SECURITIES AND EXCHANGE COMMISSION 
                            Washington, D.C. 20549 
 
                                   FORM 10-C 
 
                REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ 
                         INTERDEALER QUOTATION SYSTEM 
 
     Filed pursuant to Section 13 or 15(d) of the Securities Exchange Act 
                 of 1934 and Rule 13a-17 or 15d-17 thereunder 
 
 
                       MADISON GAS AND ELECTRIC COMPANY 
                (Exact name of issuer as specified in charter) 
 
     133 South Blount Street, Post Office Box 1231, Madison, WI 53701-1231 
                   (Address of principal executive offices) 
 
                                (608) 252-7292 
                (Issuer's telephone number including area code) 
 
 
                  I.  CHANGE IN NUMBER OF SHARES OUTSTANDING 
 
 
Indicate any change (increase or decrease) of 5% or more in the number of 
shares outstanding: 
 
1.    Title of security:  Common Stock, $8 par value 
 
2.    Number of shares outstanding before the change:  10,719,812 
 
3.    Number of shares outstanding after the change:  16,079,718 
 
4.    Effective date of change:  February 20, 1996 
 
5.    Method of change:  Stock split 
      Give brief description of transaction: 3-for-2 stock split in the form 
      of a stock dividend to shareholders of record at the close of business 
      on February 1, 1996. 
 
 
                         II.  CHANGE IN NAME OF ISSUER 
 
 
1.    Name prior to change:  NA 
2.    Name after change:  NA 
3.    Effective date of charter amendment changing name:  NA 
4.    Date of shareholder approval of change, if required:  NA


Date:  February 26, 1996        /s/ Gary J. Wolter
                                Name:   Gary J. Wolter
                                Title:  Senior Vice President-
                                Administration and Secretary