[Wisconsin Energy Corporation Letterhead]
October 3, 2014
VIA EDGAR SUBMISSION
Ms. Mara L. Ransom
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Re: | Wisconsin Energy Corporation |
| Registration Statement on Form S-4 |
| Filed August 13, 2014 |
| File No. 333-198096 |
Dear Ms. Ransom:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, Wisconsin Energy Corporation (the “Registrant”) respectfully requests that the effective date of its Registration Statement on Form S-4 (File No. 333-198096) be accelerated by the Securities and Exchange Commission (the “Commission”) to October 6, 2014 at 10:00 a.m., Eastern Time, or as soon as practicable thereafter.
The Registrant hereby acknowledges that:
· should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Ms. Mara L. Ransom
Division of Corporation Finance
Securities and Exchange Commission
October 3, 2014
Page 2
The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to John Nelson at Skadden, Arps, Slate, Meagher & Flom LLP, at (312) 407-0607 and that such effectiveness also be confirmed in writing.
[Signature page follows]
| Very truly yours, |
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| /s/Susan H. Martin |
| Susan H. Martin |
| Executive Vice President, |
| General Counsel and |
| Corporate Secretary |
cc: | Gale E. Klappa |
| Chairman of the Board and Chief Executive Officer |
| Wisconsin Energy Corporation |
|
|
| Susan S. Hassan |
| Skadden, Arps, Slate, Meagher & Flom LLP |
[Signature page to WEC S-4 Effectiveness Request]
