8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

August 16, 2004 (July 31, 2004)

Commission		Registrant; State of Incorporation	IRS Employer
File Number		Address; and Telephone Number	Identification No.
001-09057		WISCONSIN ENERGY CORPORATION		39-1391525
	(A Wisconsin Corporation)
	231 West Michigan Street
	P.O. Box 2949
	Milwaukee, WI 53201
	(414) 221-2345

WISCONSIN ENERGY CORPORATION

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

Effective July 31, 2004, Wisconsin Energy Corporation ("WEC") completed the sale of all of the issued and outstanding stock of its wholly-owned subsidiary, WICOR, Inc. ("WICOR"), to Pentair, Inc. ("Pentair") for $850 million in cash, subject to post-closing adjustments. Pentair also assumed approximately $25 million in third party debt. At the time of the closing, WICOR's only asset was its equity interest in WICOR Industries, LLC ("WICOR Industries"). WICOR Industries and its consolidated subsidiaries engage in the manufacture of pumps, water treatment products and fluid handling equipment with manufacturing, sales and distribution facilities in the United States and several other countries. The amount of consideration received in the transaction was the result of arms length negotiations between WEC and Pentair.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a)     Financial Statements of Business Acquired:

          Not applicable.

(b)     Pro Forma Financial Information:

          The pro forma financial information to be filed pursuant to Item 7(b) of Form 8-K is attached hereto as Exhibit 99.1 and incorporated herein by reference.

(c)     Exhibits:

Exhibit No.

         2 Plan of acquisition, reorganization, arrangement, liquidation or succession

          2.1     Stock Purchase Agreement among Pentair, Inc., WICOR, Inc. and Wisconsin Energy Corporation, dated February 3, 2004 ("Stock Purchase Agreement"). (Exhibit 2.1 to Wisconsin Energy Corporation's 06/30/04 Form 10-Q.)

          2.2     Amendment to the Stock Purchase Agreement among Pentair, Inc., WICOR, Inc. and Wisconsin Energy Corporation, dated July 23, 2004. (Exhibit 2.2 to Wisconsin Energy Corporation's 06/30/04 Form 10-Q).

          99 Additional exhibits

          99.1     Pro forma financial information to be filed pursuant to Item 7(b) of Form 8-K.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
	WISCONSIN ENERGY CORPORATION
	(Registrant)
	/s/ STEPHEN P. DICKSON
Date: August 16, 2004	Stephen P. Dickson -- Controller and
	Principal Accounting Officer

EX-99.1

Exhibit 99.1

WISCONSIN ENERGY CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS

The unaudited pro forma consolidated condensed statement of operations set forth below gives effect to the sale of WICOR, Inc. (WICOR) as if the disposition had occurred on January 1, 2003. The unaudited pro forma consolidated condensed balance sheet assumes the sale took place as of June 30, 2004 and includes adjustments to reflect an estimated $140 million after-tax gain on the sale of WICOR. This pro forma adjustment has not been made to the pro forma consolidated condensed statements of operations as it will not have a continuing impact on our results of operations.

The pro forma adjustments are based upon presently available information and estimates and assumptions described herein and in the notes to the unaudited pro forma consolidated condensed financial statements. The pro forma gain on the sale of WICOR is based upon the net book value of the net assets sold as of June 30, 2004. We have included this pro forma financial information as required by the Securities and Exchange Commission. This information is not necessarily indicative of the results that would have been reported had the disposition actually occurred on the dates specified, nor is it indicative of the results that may be obtained in the future.

The unaudited pro forma consolidated condensed financial information is based on our historical consolidated financial statements, and should be read in conjunction with the audited consolidated financial statements and related notes thereto included in our 2003 Annual Report on Form 10-K and the consolidated condensed financial statements in our Quarterly Report on Form 10-Q for the period ended June 30, 2004.

WISCONSIN ENERGY CORPORATION PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET JUNE 30, 2004 (Unaudited)
				Pro Forma Adjustments		Pro Forma
			Historical	Amount	Note	Adjusted
Assets			(Millions of Dollars)
Property, Plant and Equipment
	In service		$8,435.9	$    -		$8,435.9
	Accumulated depreciation		(3,139.5)	-		(3,139.5)
			5,296.4	-		5,296.4
	Construction work in progress		422.0	-		422.0
	Leased facilities, net		101.8	-		101.8
	Nuclear fuel, net		67.6	-		67.6
		Net Property, Plant and Equipment	5,887.8	-		5,887.8
Investments			947.4	-		947.4
Current Assets
	Cash and cash equivalents		21.4	871.0	2	892.4
	Accounts receivable		329.2	-		329.2
	Accrued revenues		111.2	-		111.2
	Materials, supplies and inventories		312.8	-		312.8
	Assets held for sale		957.9	(957.9)	2	-
	Other		158.3	-		158.3
		Total Current Assets	1,890.8	(86.9)		1,803.9
Deferred Charges and Other Assets
	Regulatory assets		662.4	-		662.4
	Goodwill, net		441.9	-		441.9
	Other		98.1	115.0	2	213.1
		Total Deferred Charges and Other Assets	1,202.4	115.0		1,317.4
Total Assets			$9,928.4	$28.1		$9,956.5
Capitalization and Liabilities
Capitalization
	Common equity		$2,398.7	$ 140.0	2	$2,538.7
	Preferred stock of subsidiary		30.4	-		30.4
	Long-term debt		3,367.2	-		3,367.2
		Total Capitalization	5,796.3	140.0		5,936.3
Current Liabilities
	Long-term debt due currently		168.6	-		168.6
	Short-term debt		609.0	-		609.0
	Accounts payable		227.9	17.5	2	245.4
	Accrued liabilities		84.3	23.0	2	107.3
	Liabilities held for sale		272.4	(272.4)	2	-
	Other		135.6	120.0	2	255.6
		Total Current Liabilities	1,497.8	(111.9)		1,385.9
Deferred Credits and Other Liabilities
	Regulatory liabilities		884.0	-		884.0
	Asset retirement obligations		750.4	-		750.4
	Deferred income taxes - long-term		615.3	-		615.3
	Other		384.6	-		384.6
		Total Deferred Credits and Other Liabilities	2,634.3	-		2,634.3
Total Capitalization and Liabilities			$9,928.4	$28.1		$9,956.5

WISCONSIN ENERGY CORPORATION PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2004 (Unaudited)
				Pro Forma Adjustments		Pro Forma
			Historical	Amount	Note	Adjusted
			(Millions of Dollars, Except Per Share Amounts)
Operating Revenues			$1,782.3	$    -		$1,782.3
Operating Expenses
	Fuel and purchased power		296.4	-		296.4
	Cost of gas sold		515.3	-		515.3
	Other operation and maintenance		510.9	-		510.9
	Depreciation, decommissioning
		and amortization	160.8	-		160.8
	Property and revenue taxes		43.8	-		43.8
Total Operating Expenses			1,527.2	-		1,527.2
Operating Income			255.1	-		255.1
Other Income, Net			15.0	-		15.0
Financing Costs			104.9	-		104.9
Income From Operations
	Before Income Taxes		165.2	-		165.2
Income Taxes			61.9	-		61.9
Income from Operations			$103.3	$    -		$103.3
Earnings Per Share
		Basic	$0.87	-		$0.87
		Diluted	$0.86	-		$0.86
Weighted Average Common
	Shares Outstanding (Millions)
		Basic	118.2	-		118.2
		Diluted	119.9	-		119.9

WISCONSIN ENERGY CORPORATION PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS TWELVE MONTHS ENDED DECEMBER 31, 2003 (Unaudited)
				Pro Forma Adjustments		Pro Forma
			Historical	Amount	Note	Adjusted
			(Millions of Dollars, Except Per Share Amounts)
Operating Revenues			$4,054.3	($746.1)	1	$3,308.2
Operating Expenses
	Fuel and purchased power		570.8	-		570.8
	Cost of gas sold		863.3	-		863.3
	Cost of goods sold		557.6	(557.6)	1	-
	Other operation and maintenance		1,051.5	(117.3)	1	934.2
	Depreciation, decommissioning
		and amortization	332.3	(2.6)	1	329.7
	Property and revenue taxes		82.4	-		82.4
	Asset valuation charges, net		45.6	-		45.6
Total Operating Expenses			3,503.5	(677.5)		2,826.0
Operating Income			550.8	(68.6)		482.2
Other Income, Net			43.5	(1.3)	1	42.2
Financing Costs			214.9	(1.1)	1	213.8
Income From Operations
	Before Income Taxes		379.4	(68.8)		310.6
Income Taxes			135.1	(24.9)	1	110.2
Income from Operations			$244.3	($43.9)		$200.4
Earnings Per Share
		Basic	$2.09	-		$1.71
		Diluted	$2.06	-		$1.69
Weighted Average Common
	Shares Outstanding (Millions)
		Basic	117.1	-		117.1
		Diluted	118.4	-		118.4

WISCONSIN ENERGY CORPORATION
NOTES TO PRO FORMA CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(Unaudited)

Pro Forma Adjusting Entries

(1) Income Statement: The historical December 31, 2003 consolidated condensed statement of operations has been adjusted to eliminate the operations of WICOR, Inc. (WICOR) as if the disposition occurred on January 1, 2003. No adjustment is necessary to the consolidated condensed statement of operations for the six months ended June 30, 2004 as the disposition of WICOR, Inc. had previously been reported as discontinued operations in those financial statements. Certain corporate overheads reported in the manufacturing segment continue to exist following the sale and are reported in continuing operations. Certain other corporate costs are directly attributable to the discontinued operations.

(2) Balance Sheet: The historical consolidated condensed balance sheet, which reflects WICOR, Inc. as a discontinued operation has been adjusted to show the impact of the sale as if the sale occurred on June 30, 2004. The impacts are calculated as follows:

Preliminary cash proceeds	$ 871.0
Net book value WICOR as of June 30, 2004	685.5
Estimated Other Current Liabilities	23.0
Estimated selling costs	17.5
Estimated pre-tax gain	145.0
Estimated Current Income Taxes	120.0
Estimated Deferred Income Tax Benefit	(115.0)
Estimated after-tax gain	$ 140.0

(3) Impact of Use of Proceeds on Operations: In February 2004, we announced that we expected to receive $740 million of proceeds from this transaction, after expenses and taxes. We announced that we would use the proceeds to retire long-term debt, trust preferred securities and short-term debt. In addition, we announced that we would purchase up to $50 million of our common stock under an existing stock repurchase program.

In anticipation of the closing of the WICOR sale, we redeemed $200 million of Trust Preferred Securities in March 2004. This redemption was financed with short-term debt.  In addition, we repurchased approximately $31 million of our common stock from February 2004 until June 30, 2004 which was financed with short-term debt. In August, we announced that we would initiate the redemption of Senior Notes under a make-whole provision of the notes.

The accompanying pro forma income statements do not reflect any impacts for the expected use of proceeds for the sale. We believe that it is meaningful to disclose our estimate of the reduction of interest expense and lower shares outstanding as a result of the redemption of debt and the repurchase of common stock. We will assume that the WICOR sale was completed on January 1, 2003, and that the net proceeds were used as follows:

• Redemption of $200 million of Trust Preferred Securities 6.875%
• Redemption of $300 million of Senior Notes 5.875%
• Repurchase of $50 million of Common Stock at a price of $25.20 per share
• Retirement of $175 million of Short-term debt

Using these assumptions, and excluding the one-time costs associated with the redemption of the Trust Preferred Securities and the Senior Notes, we estimate that the pro-forma diluted earnings per share for the year ended December 31, 2003 would have been $1.92 per share, and the pro-forma diluted earnings per share for the six months ended June 30, 2004 would have been $0.98 per share.