8-K

UNITED STATES
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):

December 6, 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
001-01245		WISCONSIN ELECTRIC POWER COMPANY		39-0476280
		(A Wisconsin Corporation)
		231 West Michigan Street
		P.O. Box 2046
		Milwaukee, WI 53201
		(414) 221-2345
001-07530		WISCONSIN GAS LLC		39-1391525
		(A Wisconsin Limited Liability Company)
		231 West Michigan Street
		P.O. Box 2046
		Milwaukee, WI 53201
		(414) 221-2345

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

WISCONSIN ENERGY CORPORATION
WISCONSIN ELECTRIC POWER COMPANY
WISCONSIN GAS LLC
                                    

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 6, 2004, the Compensation Committee of the Board of Directors of Wisconsin Energy Corporation ("Wisconsin Energy") approved the Wisconsin Energy Corporation Performance Unit Plan (the "Plan"). In 2005, awards of Performance Units under this Plan will be made in lieu of awards of Performance Shares under Wisconsin Energy's 1993 Omnibus Stock Incentive Plan, as amended, which were made in 2004. The material terms and conditions of the Performance Units awarded under the Plan are substantially similar to the material terms and conditions of the Performance Shares, except that, upon vesting, the Performance Units are settled in cash while the Performance Shares are settled in Wisconsin Energy common stock. A description of the material terms of the Plan follows. Unless otherwise defined herein, capitalized terms have the meanings ascribed to them in the Plan, a copy of which is attached hereto as Exhibit 10.1.

Key employees of Wisconsin Energy and its subsidiaries are eligible to participate in and receive grants of Performance Units under the Plan. A Performance Unit is a right to receive a cash payment from Wisconsin Energy that is based upon the value of shares of Wisconsin Energy's common stock and is contingent on Wisconsin Energy's Total Shareholder Return during a three-year performance period. The Compensation Committee will administer the Plan.

Except as discussed below, Performance Units vest based upon Wisconsin Energy's rank in Total Shareholder Return over the three-year performance period relative to selected benchmark electric utilities with similar long-term strategies selected by the Compensation Committee. Initially, the benchmark utilities are: Allegheny Energy, Inc.; Alliant Energy Corporation; Ameren Corporation; American Electric Power Company; Avista Corporation; Cinergy Corporation; Consolidated Edison Inc.; DTE Energy Corporation; Energy East Corporation; Entergy Corporation; Exelon Corporation; FirstEnergy Corporation; FPL Group, Inc.; Nisource, Inc.; Northeast Utilities; NSTAR; OGE Energy Corporation; Pinnacle West Capital Corporation; Pepco Holdings; Progress Energy; Public Service Enterprise Group; Puget Sound Energy, Inc.; SCANA Corporation; Sempra Energy; Sierra Pacific Resources; Southern Company; Westar Energy Incorporated; Wisconsin Energy Corporation; WPS Resources Corporation; and Xcel Energy. The regular vesting sc hedule for the Performance Units is as set forth in the following schedule:

Percentile Rank	Vesting %
<25th Percentile	0%
25th Percentile	25%
Target (50th Percentile)	100%
75th Percentile	125%
90th Percentile or above	175%

Changes to the percentile rank calculations may be made to reflect corporate transactions affecting the benchmark utilities. If Wisconsin Energy's percentile rank is between the benchmarks identified above, the vesting percentage will be determined by interpolating the appropriate vesting percentage. In addition, except as discussed below, unvested Performance Units are immediately forfeited upon a Plan participant's cessation of employment with Wisconsin Energy or its subsidiaries prior to completion of the three-year performance period.

The Performance Units will vest immediately at the Target 100% rate upon (i) the termination of the Plan participant's employment by reason of Disability or death or (ii) a Change in Control of Wisconsin Energy while the Plan participant is employed by Wisconsin Energy or its subsidiaries. In addition, a prorated number of Performance Units will vest upon the termination of employment of the Plan participant by reason of Retirement prior to the end of the three-year performance period.

Plan participants will receive a cash dividend when Wisconsin Energy declares a dividend on its common stock in an amount equal to the number of Performance Units granted to the participant at the Target 100% rate multiplied by the amount of the dividend paid on a share of common stock.

Plan participants will not, by reason of the grant of Performance Units under the Plan, have any rights of a shareholder of Wisconsin Energy and will not have any voting rights with respect to any Performance Units. The Performance Units are not transferable otherwise than by will or the laws of descent and distribution. The number of Performance Units granted to a Plan participant may be adjusted by the Compensation Committee in the event of any merger, reorganization, consolidation, recapitalization, liquidation, stock dividend, split-up, share combination, or other change in the corporate structure of Wisconsin Energy affecting its common stock.

The Compensation Committee may, in its sole discretion, amend, suspend or terminate the Plan at any time, provided that no such action may materially adversely effect any right of any Plan participant with respect to any Performance Units without the Plan participant's written consent.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c)   Exhibits

        10.1  Wisconsin Energy Corporation Performance Unit Plan.

        10.2  Form of award of Performance Units under the Wisconsin Energy Corporation
                 Performance Unit Plan.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants 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: December 10, 2004	Stephen P. Dickson -- Controller and
	Chief Accounting Officer
	WISCONSIN ELECTRIC POWER COMPANY
	(Registrant)
	/s/ STEPHEN P. DICKSON
Date: December 10, 2004	Stephen P. Dickson -- Controller and
	Chief Accounting Officer
	WISCONSIN GAS LLC
	(Registrant)
	/s/ STEPHEN P. DICKSON
Date: December 10, 2004	Stephen P. Dickson -- Controller and
	Chief Accounting Officer

EX-10

Exhibit 10-1

Wisconsin Energy Corporation
Performance Unit Plan

1. Purpose. The purposes of the Wisconsin Energy Corporation Performance Unit Plan (the "Plan") are to enhance the long-term stockholder value of Wisconsin Energy Corporation (the "Company") by reinforcing the incentives of key executives to achieve long-term performance goals of the Company; to link a significant portion of executives' compensation to total shareholder return; to attract and motivate executives and to encourage their continued employment on a competitive basis. The purposes of the Plan are to be achieved by the grant of Performance Units. Capitalized terms used in the Plan shall have the meanings set forth in Section 8 of this Plan, unless the context clearly indicates otherwise.
2. Administration. The Plan shall be administered by the Compensation Committee of the Company's Board of Directors. Subject to the provisions of the Plan, the Committee shall have full and final authority to:
1. designate the employees to whom Performance Units shall be granted;
2. determine the number of Performance Units to be granted to each employee;
3. impose such limitations, restrictions and conditions upon any such Performance Units as the Committee shall deem appropriate;
4. waive in whole or in part any limitations, restrictions or conditions imposed upon any such Performance Units as the Committee shall deem appropriate; and
5. interpret the provisions of the Plan.

All decisions of the Committee shall be final and binding upon all parties including the Company, its stockholders and Employees.

3. Eligibility and Participation. Key employees of the Company and/or its subsidiaries are designated for participation in the Plan by the Committee. The Committee shall also designate the number of Performance Units to be granted to the Employee at the Target 100% rate.
4. Performance Units.
1. Performance Unit Defined. A Performance Unit is a right to receive a cash payment from the Company that is based upon the value of shares of Company Stock and is contingent on the Company's Total Shareholder Return during a three-year performance period. The Committee may establish the three-year performance periods. The Performance Units granted under this Plan will be reflected in a book account maintained by the Company for each Employee until they have become vested or have been forfeited.
2. Regular Vesting Of Performance Units. Except as otherwise provided in paragraph (c) below, Performance Units shall be vested based upon the Company's rank in Total Shareholder Return over the three-year performance period, relative to selected benchmark electric utilities with similar long-term strategies. The regular vesting schedule for the Performance Units is as set forth in the following schedule:

Percentile Rank	Vesting %
<25th Percentile	0%
25th Percentile	25%
Target (50th Percentile)	100%
75th Percentile	125%
90th Percentile or above	175%

The calculation of the Employee's vesting percentage shall be subject to the following rules:

1. The Committee shall select the benchmark electric utilities at the beginning of the three-year performance period.
2. The Committee shall make appropriate changes to the percentile rank calculations to reflect corporate transactions affecting the benchmark electric utilities (e.g., corporate mergers). The Committee's determination regarding such changes shall be binding upon the Company and Employees.
3. In the event that the Company's percentile rank is between the benchmarks identified in the left hand column, the vesting percentage shall be determined by interpolating the appropriate vesting percentage. For example, if the Company ranks 12th best of 30 benchmark electric utilities (or 60th percentile), the vesting percentage would be 110%, and if the Company ranks 6th best of the 30 benchmark electric utilities (or 80th percentile), the vesting percentage would be 141.66%.

Except as provide in paragraph (c) below, any unvested Performance Units are immediately forfeited upon the Employee's cessation of employment with the Company or a subsidiary prior to the completion of the three-year performance period.

3. Special Vesting Of Performance Units. The Performance Units shall become immediately vested at the Target 100% rate upon the occurrence of any of the following events (the "Special Vesting Events"):
1. the termination of the Employee's employment with the Company or a subsidiary by reason of Disability or death, or
2. the occurrence of a Change in Control of the Company while the Employee is employed by the Company or a subsidiary.

Further, a prorated number of the Performance Units shall become vested upon the termination of the Employee's employment with the Company or a subsidiary by reason of Retirement prior to the end of the three-year performance period. The number of Performance Units becoming vested shall be determined by multiplying the number of Performance Units at the Target 100% rate by a fraction, with the numerator of the fraction being the number of completed calendar months between Employee's Retirement date and the beginning of the performance period and the denominator being thirty-six (36). Therefore, if Employee retires on September 15 of the second year in the three-year performance period, the number of Performance Units becoming vested as a result of Employee's Retirement shall be equal to the number of Performance Units at the Target 100% rate times 20/36.

4. Cash Dividend Adjustment. Whenever the Company declares a cash dividend on Company Stock, an Employee who is employed on the dividend declaration date shall be entitled to receive a cash amount determined by multiplying (a) the number of Performance Units at the Target 100% rate on the dividend declaration date, times (b) the amount of the cash dividend paid by the Company on a share of Company Stock. The deemed dividend equivalent shall be paid to the Employee within a reasonable period of time after the dividends are paid to Company stockholders.
5. Settlement Of Performance Units. As soon as practicable after the Performance Units become vested pursuant to paragraph (b) or (c) above, the Company shall pay to the Employee an amount in cash determined by multiplying (i) the number of Performance Units which have become vested, by (ii) the Fair Market Value of the Company Stock on the date the units become vested.
5. Shareholder Rights; Voting. An Employee shall not, by reason of any Performance Units granted hereunder, have any rights of a shareholder of the Company and shall have no voting rights with respect to any Performance Units.
6. Non-transferability. Performance Units are not transferable otherwise than by will or the laws of descent and distribution. If an Employee dies prior to the payment, any amount payable under the Plan shall be paid to the Employee's "Designated Beneficiary." The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Employee in a writing filed with the Committee in such form and at such time as the Committee may require. In the absence of a living Designated Beneficiary, any rights or benefits that would have been exercisable by or distributable to the Employee shall be exercised by or distributed to the legal representative of Employee's estate or the person to whom the benefit passes by will or by the laws of descent and distribution.
7. Adjustments. Notwithstanding any other provision herein, in the event of any merger, reorganization, consolidation, recapitalization, liquidation, stock dividend, split-up, share combination, or other change in the corporate structure of the Company affecting the Company Stock, such adjustment shall be made in the number of Performance Units granted to Employees as may be determined by the Committee, in its sole discretion, to be appropriate and equitable to prevent dilution or enlargement of rights.
8. Definitions. For Plan purposes, except where the context clearly indicates otherwise, the following terms shall have the meanings set forth below:
1. "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act.
2. "Board" shall mean the Board of Directors of the Company
3. "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following subparagraphs shall have occurred:
1. any person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its subsidiaries) representing 20% or more of the combined voting power of the Company's then outstanding securities, excluding any person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (iii) below; or
2. the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's shareholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or
3. there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation immediately following which the directors of the Company immediately prior to such merger or consolidation continue to constitute at least a majority of the board of directors of the Company, the surviving entity or any parent thereof or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its subsidiaries) representing 20% or more of the combined voting power of the Company's then outstanding securities; or
4. the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement (or series of related agreements) for the sale or disposition by the Company of all or substantially all of the Company's assets, disregarding any sale or disposition to a company at least a majority of the directors of which were directors of the Company immediately prior to such sale or disposition; or
5. the Committee determines in its sole and absolute discretion that there has been a Change in Control of the Company.
4. "Committee" means the Compensation Committee of the Company's Board.
5. "Company" means Wisconsin Energy Corporation, or any successor thereto.
6. "Company Stock" shall mean the common stock of the Company, and such other stock and securities as may be substituted therefor.
7. "Disability" means separation from the service of the Company or a subsidiary because of such illness or injury as renders the Employee unable to perform the material duties of the Employee's job.
8. "Employee" shall mean an employee who has been selected to participate in the Plan by the Committee.
9. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor Act thereto.
10. "Fair Market Value" means the average of the highest and lowest sale prices for a share of Company Stock on the relevant date, or (if there were no sales on such date) the highest and lowest sale prices for a share of Company Stock on the nearest day before the relevant date, on a stock exchange or over the counter, as determined by the Committee.
11. "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company.
12. "Plan" means the Wisconsin Energy Corporation Performance Unit Plan.
13. "Retirement" means separation from the service of the Company or a subsidiary at or after age 60.
14. "Total Shareholder Return" means: the calculation of total return (stock price appreciation plus reinvested dividends) for a peer electric utility based upon an initial investment of $100 and subsequent $100 investments at the end of each quarter during the three-year performance period.
9. Tax Withholding. The Company shall have the right to deduct from any payment made under the Plan the amount of any federal, state or local taxes of any kind required by law to be withheld with respect to the grant, vesting, payment or settlement of an award under this Plan, or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.
10. Governing Law. The law of the State of Wisconsin, except its law with respect to choice of law, shall be controlling in all matters relating to the Plan.
11. Plan Amendment and Termination. The Committee may, in its sole discretion, amend, suspend or terminate the Plan at any time, with or without advance notice to Employees, provided that no amendment, modification or termination of the Plan may adversely affect in a material manner any right of any Employee with respect to any Performance Units theretofore granted without such Employee's written consent.

EX-10

Exhibit 10-2

Date

Name
Address

Dear Name:

Pursuant to the terms and conditions of the Company's Performance Unit Plan (the "Plan"), you have been granted Performance Units as outlined below. The Performance Unit program provides you with an opportunity to receive a cash payment from the Company that is based upon the value of shares of Company Stock and is contingent on the Company's Total Shareholder Return ("TSR") over a three-year performance period beginning on January 1, 2005, relative to thirty benchmark electric utilities with similar long-term strategies.

Granted To: Name

Grant Date: Insert Effective Date

Performance Units at Target: ___________

By my signature below, I hereby acknowledge receipt of this grant on the date shown above, which has been issued to me under the terms and conditions of the Plan. I further acknowledge receipt of the copy of the Plan and agree to conform to all of the terms and conditions of the grant and the Plan.

Signature: ______________________________________ Date: ________________

Name

Note: If there are any discrepancies in the name or address shown above,
please make the appropriate corrections on this form.