Exhibit 10.3



July 7, 1999


                                        C O N F I D E N T I A L
                                            VIA FEDERAL EXPRESS


July 7, 1999



Charles R. Cole
(Home Address)

Dear Charlie:

This letter will confirm our offer of employment to you, with
the specifics to be as follows:

a.   Position:  You will be employed as Vice President,
  Distribution Operations.  You will report to Dave Porter, in
  his capacity as Senior Vice President of the Company.

b.   Base Salary:  Base salary will be payable to you at the
  rate of One Hundred and Eighty Thousand Dollars ($180,000) per
  year, payable in accordance with the Company's regular payroll
  practices.

c.   Special Signing Bonus:  As a special inducement, we will
  pay you a special signing bonus of Twenty Five Thousand Dollars
  ($25,000) promptly after you report for work with us.

d.   Moving Expenses and Temporary Living Expenses:  The
  Company will pay or reimburse you for your reasonable moving
  costs in accordance with standard Company policy.

e.   Other Benefits:  You will be entitled to participate in
  all applicable retirement and savings plans and all welfare
  benefit plans and practices which the Company makes available
  to its salaried employees generally.  In addition:

  o  You will participate in the Wisconsin Energy Corporation
     short-term incentive plan at a target award level of 40 percent
     of your base salary.

  o  You will participate in the Wisconsin Energy Corporation
     long-term incentive plan.  Subject to the approval by the
     Compensation Committee of the Board of Directors, you will be
     placed in award category `C.'  The previous (1999) awards at
     that level were an option to purchase 10,000 shares of WEC
     common stock at fair market value at time of award, plus 2,000
     shares of restricted stock.

  o  You will participate in the Wisconsin Energy Corporation
     Supplemental Executive Retirement Plan with respect to monthly
     benefits "A" and "B."  Monthly benefit "A" is designed to make
     up for any limitations imposed on the amount of your accrued
     benefit under the Company's tax-qualified defined benefit plan
     (the "Retirement Account Plan") upon your retirement at or
     after age 60, because of benefit limits under Section 415 of
     the Internal Revenue Code or the limit on annual compensation
     imposed by Section 401(a)(17) of such Code.  Monthly benefit
     "B" is a special supplemental pension benefit equal to a life
     annuity of 10% of your average total compensation during your
     highest 36 consecutive months, which will become available to
     you on your retirement at or after age 60.

  o  You will participate in the executive deferred
     compensation plan, which allows deferral of a portion of base
     salary and performance awards into a nonqualified fund.

  o  You will be eligible to take up to 5 weeks of vacation
     annually.  Your vacation during the balance of 1999 will be pro-
     rated.

  o  You will participate in a split dollar life insurance
     program at 3 times your base salary.

  o  You will be eligible for a financial planning benefit of
     $4,000 in the first year and every fifth year thereafter, and
     $2,500 in intervening years.

  o  You will also participate on a basis commensurate with
     other senior executives of the Company in any other executive
     benefits, which currently include an annual physical
     examination by a physician or clinic of your choice, travel and
     accident insurance, and various perquisites.

6.   Special Deferred Compensation Benefit:  The Company agrees
  to create a special bookkeeping account (the "Account") and to
  credit the same with Two Hundred and Fifty Thousand Dollars
  ($250,000) as of August 1, 1999.  This amount will be adjusted
  as of December 31, 1999 with a pro rata share of investment
  results and annually thereafter as of December 31 of each year
  with annual investment results.  Investment results will be the
  same as would have been credited to the Account had it been
  invested as a part of the funds of the Company's tax-qualified
  defined benefit plan, the Retirement Account Plan.  The current
  value recorded in the Account will become payable to you in a
  single lump sum, less applicable withholding, on the first to
  occur of any of the following events:

  a)   Your termination of employment for any reason at any time
     on or after age 60 (the "Vesting Date").

  b)   Your termination of employment at any time prior to the
     Vesting Date because of death or such disability as prevents
     you from continuing to substantially perform the duties of your
     job.

  c)   The Company's termination of your employment at any time
     prior to the Vesting Date without "Cause."  "Cause" shall mean
     any willful and continued failure on your part to substantially
     perform the duties of your job, or any willful act of
     misconduct or dishonest act by you involving the Company.

     Should you voluntarily terminate your employment prior to
     the Vesting Date or should the Company terminate your
     employment for Cause prior to the Vesting Date, you will
     forfeit any interest in the Account.  Values held in the
     Account or which become payable to you from the Account
     will not be included or taken into consideration in the
     calculation of any benefits due you under any other
     retirement or welfare benefit plan or program of the
     Company which bases benefits in whole or in part on
     compensation.

     The Account will be solely a bookkeeping reserve
     established by the Company as a device for determining
     amounts that may become payable to you and any right to
     receive payments under this paragraph will be an unsecured
     claim against the general assets of the Company.  Any
     claims for payments under this paragraph will be subject
     to same claim procedure rules as apply to the Retirement
     Account Plan.

     You will have the right to name a beneficiary to receive
     any benefits that may become payable under this paragraph
     on your death, by filing a written notice with the Company
     on a form prescribed by it.  If you fail to designate a
     beneficiary, any unpaid benefits due will be paid to your
     estate.

          __________________________________________

All benefits described above which are further defined in plan
documents are subject to all of the terms in those documents
which supersede any other description.  Management reserves the
right in its discretion to change or terminate all current
benefit plans or practices and other policies and procedures.

Your employment would be considered at-will; that is, you could
be discharged for any reason or no reason at all, at any time
and without notice, and likewise, you may resign at any time
and without notice.  This offer also requires successful
completion of a pre-employment drug screen.

This offer supersedes all prior discussions and will remain
open until July 15, 1999.   We look forward to hearing from you
and hope that you will join us for what looks to be an exciting
future!

Sincerely,



/s/Richard R. Grigg
------------------------
Richard R. Grigg
President and Chief Operating Officer

Copy to:  Richard Abdoo
          Barbara Bras
          Thomas Fehring/Lisa George