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Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

Bank One Trust Company, National Association
(Exact name of trustee as specified in its charter)

A National Banking Association	31-0838515
	(I.R.S. employer identification number)
100 East Broad Street, Columbus, Ohio	43271-0181
(Address of principal executive offices)	(Zip Code)

Bank One Trust Company, N.A.
1 Bank One Plaza
Chicago, Illinois 60670
Attn: Sandra L. Caruba, First Vice President and Counsel, (312) 336-9436
(Name, address and telephone number of agent for service)

MADISON GAS AND ELECTRIC COMPANY
(Exact name of obligor as specified in its charter)

Wisconsin	39-0444025
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)
133 South Blair Street Madison, Wisconsin	53703
(Address of principal executive offices)	(ZIP Code)

Debt Securities
(Title of Indenture Securities)

Item 1.	General Information.  Furnish the following information as to the trustee:
	(a)  Name and address of each examining or supervising authority to which it is subject.
	Comptroller of Currency, Washington, D.C.; Federal Deposit Insurance Corporation, Washington, D.C.; The Board of Governors of the Federal Reserve System, Washington D.C.
	(b)  Whether it is authorized to exercise corporate trust powers.
	The trustee is authorized to exercise corporate trust powers.
Item 2.	Affiliations With the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
	No such affiliation exists with the trustee.
Item 16.	List of exhibits.  List below all exhibits filed as a part of this Statement of Eligibility.
	1.	A copy of the articles of association of the trustee now in effect.*
	2.	A copy of the certificate of authority of the trustee to commence business.*
	3.	A copy of the authorization of the trustee to exercise corporate trust powers.*
	4.	A copy of the existing by-laws of the trustee.*
	5.	Not Applicable.
	6.	The consent of the trustee required by Section 321(b) of the Act.
	7.	A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority.
	8.	Not Applicable.
	9.	Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Bank One Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago and State of Illinois, on the 26th day of September, 2001.

BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION, TRUSTEE

By /s/ Sandra L. Caruba
Sandra L. Caruba
First Vice President

*

Exhibits 1, 2, 3, and 4 are herein incorporated by reference to Exhibits bearing identical numbers in Item 16 of the Form T-1 of Bank One Trust Company, National Association, filed as Exhibit 25 to the Registration Statement on Form S-3 of Burlington Northern Santa Fe Corporation, filed with the Securities and Exchange Commission on May 10, 2000 (Registration No. 333-36718).

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

September 26, 2001

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

In connection with the qualification of an indenture between Madison Gas and Electric Company and Bank One Trust Company, National Association, as Trustee, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
By:	/s/ Sandra L. Caruba Sandra L. Caruba First Vice President

Bank One Trust Company, N.A. FFIEC 041
Legal Title of Bank RC-1
Columbus
City 10
OH 43271
State Zip Code

FDIC Certificate Number - 21377

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 2001

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

		Dollar Amounts in Thousands
		Rcon	Bil / Mil / Thou
ASSETS
1.	Cash and balances due from depository institutions (from Schedule RC-A):
a.	Noninterest-bearing balances and currency and coin(1)	0081	212,836	1.a
b.	Interest-bearing balances(2)	0071	0	1.b
2.	Securities:
a.	Held-to-maturity securities (from Schedule RC-B, column A)	1754	0	2.a
b.	Available-for-sale securities (from Schedule RC-B, column D)	1773	1,700	2.b
3.	Federal funds sold and securities purchased under agreements to resell	1350	1,160,732	3
4.	Loans and lease financing receivables (from Schedule RC-C):
a.	Loans and leases held for sale	5369	0	4.a
b.	Loans and leases, net of unearned income	B528	224,872	4.b
c.	Less: Allowance for loan and lease losses	3123	253	4.c
d.	Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)	B529	224,619	4.d
5.	Trading assets (from Schedule RC-D)	3545	0	5
6.	Premises and fixed assets (including capitalized leases)	2145	19,688	6
7.	Other real estate owned (from Schedule RC-M)	2150	0	7
8.	Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)	2130	0	8
9.	Customers' liability to this bank on acceptances outstanding	2155	0	9
10.	Intangible assets
a.	Goodwill	3163	0	10.a
b.	Other intangible assets (from Schedule RC-M)	0426	12,246	10.b
11.	Other assets (from Schedule RC-F)	2160	235,123	11
12.	Total assets (sum of items 1 through 11)	2170	1,866,944	12

(1)

Includes cash items in process of collection and unposted debits.

(2)

Includes time certificates of deposit not held for trading.

Bank One Trust Company, N.A. FFIEC 041
Legal Title of Bank RC-2
FDIC Certificate Number - 21377 11

Schedule Rc - Continued

		Dollar Amounts in Thousands
		Rcon	Bil / Mil / Thou
LIABILITIES
13.	Deposits:
a.	In domestic offices (sum of totals of columns A and C from Schedule RC-E)	2200	1,674,033	13.a
(1)	Noninterest-bearing(1)	6631	1,078,249	13.a.1
(2)	Interest-bearing	6636	595,784	13.a.2
b.	Not applicable
14.	Federal funds purchased and securities sold under agreements to repurchase	2800	0	14
15.	Trading liabilities (from Schedule RC-D)	3548	0	15
16.	Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M):	3190	0	16
17.	Not applicable
18.	Bank's liability on acceptances executed and outstanding	2920	0	18
19.	Subordinated notes and debentures(2)	3200	0	19
20.	Other liabilities (from Schedule RC-G)	2930	53,279	20
21.	Total liabilities (sum of items 13 through 20)	2948	1,727,312	21
22.	Minority interest in consolidated subsidiaries	3000	0	22
EQUITY CAPITAL
23.	Perpetual preferred stock and related surplus	3838	0	23
24.	Common stock	3230	800	24
25.	Surplus (exclude all surplus related to preferred stock)	3839	45,157	25
26. a.	Retained earnings	3632	93,650	26.a
b.	Accumulated other comprehensive income(3)	B530	25	26.b
27.	Other equity capital components(4)	A130	0	27
28.	Total equity capital (sum of items 23 through 27)	3210	139,632	28
29.	Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)	3300	1,866,944	29
Memorandum
To be reported with the March Report of Condition.
1.	Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external RCON Number auditors as of any date during 2000	6724	N/A	M. 1

1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3 = Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firm

4 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)

5 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority)

6 = Review of the bank's financial statements by external auditors

7 = Compilation of the bank's financial statements by external auditors

8 = Other audit procedures (excluding tax preparation work)

9 = No external audit work

(1)

Includes total demand deposits and noninterest-bearing time and savings deposits.

(2)

Includes limited-life preferred stock and related surplus.

(3)

Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments.

(4)

Includes treasury stock and unearned Employee Stock Ownership Plan shares.

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Exhibit 25.1

EXHIBIT 6