As filed with the Securities and Exchange Commission on March 29, 2000

                                                     File No. 70-9571

                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                      -------------------------------

                             AMENDMENT NO. 3 TO
                                  FORM U-1
                         APPLICATION / DECLARATION
                                   UNDER
               THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                      -------------------------------

                        Wisconsin Energy Corporation
                          231 West Michigan Street
                               P.O. Box 2949
                            Milwaukee, WI 53201

                (Names of company filing this statement and
                 addresses of principal executives offices)
                      -------------------------------

                                    None

              (Name of top registered holding company parent)
                      -------------------------------

                                Paul Donovan
             Senior Vice President and Chief Financial Officer
                        Wisconsin Energy Corporation
                          231 West Michigan Street
                            Milwaukee, WI 53203

                  (Name and address of agent for service)

   The Commission is requested to send copies of all notices, orders and
             communications in connection with this matter to:



Clifford M. Naeve, Esq.                  Sally Bentley
W. Mason Emnett, Esq.                    Law Director
William C. Weeden                        Wisconsin Electric Power Company
Skadden, Arps, Slate, Meagher & Flom     231 West Michigan Street
1440 New York Avenue, N.W.               Milwaukee, WI 53203
Washington, D.C. 20005




            Wisconsin Energy Corporation, a Wisconsin corporation and an
exempt holding company pursuant to Section 3(a)(1) of the Act, hereby
amends its Application/Declaration on Form U-1 in File No. 70-9571 as
follows:

1.    By amending and restating the first paragraph in Item 1.A. as follows:

                  "Pursuant to Sections 9(a)(2) and 10 of the Public
      Utility Holding Company Act of 1935, as amended (the "Act"),
      Wisconsin Energy Corporation ("WEC"), a Wisconsin corporation and an
      exempt holding company pursuant to Section 3(a)(1) of the Act, hereby
      requests that the Securities and Exchange Commission (the
      "Commission") authorize WEC's acquisition of all of the issued and
      outstanding stock of WICOR, Inc. ("WICOR"), also a Wisconsin
      corporation and an exempt holding company pursuant to Section 3(a)(1)
      of the Act (the "Transaction"). WEC also requests an order from the
      Commission that, following the consummation of the Transaction, WEC
      and WICOR both will be exempt from all provisions of the Act, other
      than Section 9(a)(2), pursuant to Section 3(a)(1) of the Act."


2.    By amending and restating the second paragraph in Item 3.B. as follows:

                  "As previously noted, WEC and WICOR currently are both
      Section 3(a)(1) exempt holding companies. After consummation of the
      Transaction, WEC and WICOR will continue to satisfy the requirements
      of Section 3(a)(1). Wisconsin Gas will remain the sole public utility
      company subsidiary of WICOR and will become an indirect, wholly-owned
      subsidiary of WEC. Wisconsin Gas is incorporated under the laws of
      the state of Wisconsin and conducts all of its gas business within
      Wisconsin. WICOR will obtain 100 percent of its utility gross
      revenues from within Wisconsin, and the post-Transaction WEC will
      obtain approximately 94 percent of its utility gross revenues from
      within Wisconsin.5 Moreover, the Transaction will result in
      significant economies and efficiencies which will benefit the
      interests of consumers, investors and the public. Accordingly, WEC
      requests an order of the Commission declaring that, after the
      Transaction, both WEC and WICOR will continue to satisfy the
      standards of Section 3(a)(1)."


- ------------------
      5     The remaining six percent of utility gross revenues primarily
            come from WEPCO's and Edison Sault's operations in the Upper
            Peninsula of Michigan.


3.    By amending and restating the second paragraph in Item 4 as follows:

                  "The HSR Act, and rules and regulations thereunder,
      provide that certain merger transactions (including the Transaction)
      may not be consummated until required information and materials have
      been furnished to the DOJ and the FTC and certain waiting periods
      have expired or been terminated. After an initial HSR Act filing, and
      if a transaction merits further investigation, either the DOJ or the
      FTC may obtain clearance to pursue an investigation pursuant to an
      interagency liaison agreement. During the initial thirty-day HSR
      waiting period for this matter, jurisdiction to review the
      Transaction was cleared to the FTC. The FTC subsequently closed its
      review of the Transaction in early March 2000."



                                 SIGNATURE

Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this pre-effective Amendment
No. 3 to be signed on its behalf by the undersigned thereunto duly
authorized.


WISCONSIN ENERGY CORPORATION

BY:


      /s/ Larry Salustro
      -----------------------------
      Name: Larry Salustro
      Title:Vice President


Dated:  March 28, 2000