Exhibit No. 5

November 17, 1995


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Subject:  Madison Gas and Electric Company Registration Statement
          on Form S-3

Dear Ladies and Gentlemen:

I am Senior Vice President - Administration and Secretary of
Madison Gas and Electric Company (the "Company") and an attorney
licensed to practice law in the State of Wisconsin. In that
connection, I am familiar with the filing of a Registration
Statement on Form S-3 (the "Registration Statement") relating to
1,000,000 shares of Common Stock, par value $8 per share, of the
Company ("Common Stock") which may be purchased under the
Company's Investors Plus Plan (the "Plan").

I am also familiar with the Restated Articles of Incorporation
and the By-Laws of the Company and all amendments thereto and
resolutions of the Board of Directors of the Company relating to
the Plan and the Registration Statement.

In this connection, I have examined or caused to be examined and
am familiar with originals or copies, certified or otherwise
identified to my satisfaction, of all such records of the Company
and others as I have deemed necessary or appropriate as a basis
for the opinions set forth herein. In my examination, I have
assumed the genuineness of all signatures, the authenticity of
all documents submitted to me as certified or photostatic copies,
and the authenticity of the originals of such latter documents.
As to any facts material to the opinion expressed herein which
were not independently established or verified by me, I have
relied upon statements and representations of certain officers
and other representatives of the Company and others.

Based upon the foregoing, I am of the opinion that:

1.   The Company is duly incorporated and validly existing under
     the laws of the State of Wisconsin.

2.   Any shares of Common Stock purchased by an independent agent
     selected by the Company on the open market for the
     consideration provided in the Plan are legally issued, fully
     paid and non-assessable, except to the extent that such
     shares are assessable as provided in Section 180.0622 of the
     Wisconsin Business Corporation Law.

3.   If the Company's Board of Directors or a duly authorized
     committee thereof, and the Public Service Commission of the
     State of Wisconsin authorize the issuance of authorized and
     unissued shares of Common Stock for the consideration (but
     not less than the par value) provided in the Plan, such
     shares will, when certificates representing such shares
     shall have been duly executed, countersigned and registered,
     and duly delivered against the receipt by the Company of the
     consideration provided in the Plan, be legally issued, fully
     paid and non-assessable, except to the extent that such
     shares are assessable as provided in Section 180.0622 of the
     Wisconsin Business Corporation Law.

4.   If the Company legally and validly reacquires issued and
     outstanding shares of Common Stock and thereafter, pursuant
     to the authorization by the Board of Directors or a duly
     authorized committee thereof, resells such issued but not
     outstanding shares for the consideration (but not less than
     par value) provided in the Plan, such shares will upon
     delivery against receipt by the Company of the consideration
     provided in the Plan, be legally issued, fully paid and non-
     assessable, except to the extent that such shares are
     assessable as provided in Section 180.0622 of the Wisconsin
     Business Corporation Law.

I do not find it necessary for the purposes of this opinion to
cover, and accordingly I express no opinion as to the application
of the securities or blue sky laws of the various states to the
sale of shares of Common Stock.

This opinion is limited to the General Corporation Law of the
State of Wisconsin.

This opinion is being delivered solely for the benefit of the
Securities and Exchange Commission; accordingly, it may not be
quoted or otherwise circulated or used for any other purpose
without our prior written consent. I assume no obligation to
update or supplement this opinion to reflect any facts or
circumstances which may hereafter come to my attention with
respect to the opinions expressed above, including any changes in
applicable law which may hereafter occur.

I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.

                                Very truly yours,


                                /s/ Gary J. Wolter
                                ____________________________
                                Gary J. Wolter
                                Senior Vice President -
                                Administration and Secretary