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 28, 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
                                    

Certain statements contained herein are Forward-Looking Statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-Looking Statements may be identified by reference to a future period or periods or by the use of forward looking terminology such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "may," "objectives," "plans," "possible," "potential," "projects" or similar terms or variations of these terms. Actual results may differ materially from those set forth in Forward-Looking Statements as a result of certain risks and uncertainties, including but not limited to, the ultimate effect of the implementation of FAS 123(R) and other cautionary factors described in the Management's Discussion and Analysis of Financial Condition and Results of Operations in each of Wisconsin Energy Corporation's, Wisconsin Electric Power Company's and Wisconsin Gas LLC's Form 10-K for the year ended December 31, 2003 and other risks and uncertainties detailed from time to time in each company's subsequent filings with the Securities and Exchange Commission.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Vesting Acceleration

On December 28, 2004, the Compensation Committee of the Board of Directors of Wisconsin Energy Corporation ("Wisconsin Energy") approved the acceleration of vesting of all unvested options awarded to executive officers and other key employees in 2002, 2003 and 2004 (collectively, the "Options"). The Options were granted under Wisconsin Energy's 1993 Omnibus Stock Incentive Plan, as amended (the "Plan"). Wisconsin Energy accelerated the vesting of the Options in anticipation of the impact of the Financial Accounting Standards Board's recent adoption of its statement, "Share-Based Payment" ("FAS 123(R)"), which requires the expensing of unvested options over the remaining vesting period of the options beginning July 1, 2005. Subject to Option holder consent, Options to purchase approximately 3.4 million shares of Wisconsin Energy common stock will become exercisable on December 31, 2004 as a result of the acceleration. These Options were scheduled to vest in 25% increments annually beginning on the first anniversary of the grant date. Wisconsin Energy expects to recognize less than $2 million, net of taxes, in additional compensation expense in 2004 as a result of the acceleration.

Adoption of New Terms and Conditions

In connection with the acceleration of vesting, the Compensation Committee also approved new terms and conditions governing the future award of options to purchase shares of Wisconsin Energy common stock under the Plan. The terms and conditions are substantially similar to those of options that have been awarded under the Plan since 2000, except that each new option will be a non-qualified stock option and will not vest at all until three years from the date of grant at which time the new option will become 100% exercisable. In addition, the new options will become immediately exercisable upon (i) the termination of the optionee's employment with Wisconsin Energy or its subsidiaries by reason of retirement, disability or death or (ii) a change in control of Wisconsin Energy while the optionee is employed by Wisconsin Energy or its subsidiaries. Incentive stock options will no longer be awarded under the Plan.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

10.1    2005 Terms and Conditions Governing Non-Qualified Stock Option Award
     under 1993 Omnibus Stock Incentive Plan, as amended.

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/ ALLEN L. LEVERETT
Date: December 29, 2004	Allen L. Leverett -- Executive Vice President and
	Chief Financial Officer
	WISCONSIN ELECTRIC POWER COMPANY
	(Registrant)
	/s/ ALLEN L. LEVERETT
Date: December 29, 2004	Allen L. Leverett -- Executive Vice President and
	Chief Financial Officer
	WISCONSIN GAS LLC
	(Registrant)
	/s/ ALLEN L. LEVERETT
Date: December 29, 2004	Allen L. Leverett -- Executive Vice President and
	Chief Financial Officer

EX-10

Exhibit 10-1

WISCONSIN ENERGY CORPORATION
TERMS and CONDITIONS GOVERNING
NON-QUALIFIED STOCK OPTION AWARD
2005

1. DEFINED TERMS

All capitalized terms used in this option and not otherwise defined herein are defined in the attached Appendix or in the Plan.

2. OPTION GRANT

The Company grants to the Employee an option to purchase shares of common stock of the Company (the "Common Stock"), the amount of which is specified in the notice of the grant, at an option price also specified in the notice. This option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

3. VESTING OF OPTION

Except as otherwise provided herein, this option shall be exercisable only prior to the Expiration Date (as defined in paragraph 4), and then only as set forth in the following schedule:

Years from Date of Option Grant	% of Shares Exercisable
Less than 3 At least 3	0% 100%

Notwithstanding the foregoing, this option shall become immediately exercisable upon the occurrence of any of the following events (the "Special Vesting Events"):

(i) the termination of the Employee's employment with the Company or a subsidiary by reason of Retirement, Disability or death, or

(ii) the occurrence of a Change in Control of the Company while the Employee is employed by the Company or a subsidiary.

Any unvested shares are immediately forfeited upon the Employee's cessation of employment with the Company or a subsidiary prior to the occurrence of a Special Vesting Event. However, the Committee may, in its discretion, vest options upon separation.

4. TERM OF OPTION

All rights to exercise this option shall terminate on the Expiration Date which is the earliest of the following dates:

(i) three months after the Employee's termination of employment with the Company or a subsidiary prior to the occurrence of a Special Vesting Event,

(ii) ten years from the date of grant after the Employee's termination of employment with the Company or a subsidiary on or after the occurrence of a Special Vesting Event, or

(iii) ten years from the date of grant.

5. METHOD OF EXERCISE

This option may be exercised only by appropriate notice in writing delivered to the Corporate Secretary of the Company and accompanied by:

(i) a check payable to the order of the Company for the full purchase price of the shares purchased, or delivery of shares of Common Stock owned by the Employee and acceptable to the Committee (or an attestation of the Employee's ownership of such shares in lieu of delivery) valued at fair market value on the date of exercise, or some combination of a check and use of such shares (and shares acquired in a prior option exercise may not be used for this purpose until the shares have been held by the Employee for six months), and

(ii) such other documents or representations (and satisfaction of any applicable tax withholding obligations) as the Company may reasonably request in order to comply with securities, tax or other laws then applicable to the exercise of the option.

6. NON-TRANSFERABILITY; DEATH; DESIGNATED BENEFICIARY

This option is not transferable by the Employee otherwise than by will or the laws of descent and distribution, except for transfers to family members and family partnerships. This option is exercisable during the Employee's lifetime only by the Employee.

If the Employee dies after termination of employment without any Special Vesting Event having occurred but during the option period and before the Expiration Date specified in paragraph 4 hereof, this option may be exercised, to the extent otherwise vested, in the manner described in paragraph 5 hereof, by the Employee's "Designated Beneficiary" (defined below) or if none or if the Designated Beneficiary does not survive the Employee, by the Employee's estate or the person to whom the option passes by will or the laws of descent and distribution, but only within a period of:

(a) two years after the Employee's death, or

(b) ten years from the date of grant, whichever period is shorter.

To the extent that this option may be exercisable after the death of the Employee (whether before or after termination of employment), this option may be exercised by the "Designated Beneficiary" of the Employee. 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 option passes by will or by the laws of descent and distribution. If a Designated Beneficiary who has survived the Employee dies before exercise of all rights option or before complete distribution of benefits under this option, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representativ e of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.

7. REGISTRATION

If at any time during the option period the Company shall be advised by its counsel that shares deliverable upon exercise of the option are required to be registered under the Securities Act of 1933 ("Act") or any state securities laws, or that delivery of the shares must be accompanied or preceded by a prospectus meeting the requirements of that Act or such state securities laws, the Company will use its best efforts to effect the registration or provide the prospectus not later than a reasonable time following each exercise of this option, but delivery of shares by the Company may be deferred until the registration is effected or the prospectus is available. The Employee shall have no interest in shares covered by this option until certificates for the shares are issued, or in lieu of certificates, shares are credited to the Employee's account in the book-entry form.

8. ADJUSTMENTS

If the Company shall at any time change the number of shares of its Common Stock without new consideration to the Company (such as by stock dividend, stock split or similar transaction), the total number of shares then remaining subject to purchase hereunder shall be changed in proportion to the change in issued shares and the option price per share shall be adjusted so that the total consideration payable to the Company upon the purchase of all shares not theretofore purchased shall not be changed. If during the term of this option, the Common Stock of the Company shall be changed into another kind of stock or into securities of another corporation, cash, evidence of indebtedness, other property or any combination thereof (the "Acquisition Consideration"), whether as a result of reorganization, sale, merger, consolidation, or other similar transaction, the Committee shall cause adequate provision to be made whereby the Employee shall thereafter be entitled to receive upon the due exercise of thi s option the Acquisition Consideration the Employee would have been entitled to receive for Common Stock acquired through exercise of this option immediately prior to the effective date of such transaction.

9. WITHHOLDING

Employee may satisfy any tax withholding obligations arising with respect to the exercise of this option in whole or in part by tendering a check to the Company for any required amount, by election to have a portion of the shares that would otherwise be issued withheld to defray all or a portion of any applicable taxes, or by election to have the Company or its subsidiaries withhold the required amounts from other compensation payable to the Employee.

10. IMPACT ON OTHER BENEFITS

The income attributable to the exercise of this option shall not be includable as compensation or earnings for purposes of any other benefit plan or program offered by the Company or its subsidiaries.

11. PLAN GOVERNS

Notwithstanding anything in this option, the terms of this option shall be subject to the terms of the Plan, a copy of which may be obtained by the Employee from the Secretary of the Company, and this option is subject to all interpretations, amendments, rules and regulations established by the Committee from time to time pursuant to the Plan.

APPENDIX

This is an appendix to the Wisconsin Energy Corporation Terms and Conditions Governing an award of Non-Qualified Stock Options.

As used in the Terms & Conditions, the terminology set forth below shall have the following meanings:

(a) "Cause" means:

(i) the willful and continued failure of the Employee to substantially perform the Employee's duties (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Employee by the Board of Directors of the Company, the Compensation Committee or an elected officer of the Company which specifically identifies the manner in which the Board, the Committee or the elected officer believes that the Employee has not substantially performed the Employee's duties, or

(ii) the willful engaging by the Employee in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. However no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee's action or omission was in the best interest of the Company.

(b) "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.

(c) "Retirement" means separation from the Service of the Company or a subsidiary either at or after attainment of age 55 and completion of at least ten years of service or at or after age 65.