United States
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                              Form 10-Q
(Mark one)

  X       Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

          Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For Quarter Ended SEPTEMBER 30, 1996         

Commission File Number     10-3140

NORTHERN STATES POWER COMPANY, A WISCONSIN CORPORATION, MEETS THE
CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) AND (2) OF FORM
10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.



                    Northern States Power Company
        (Exact name of registrant as specified in its charter)

                Wisconsin                          39-0508315
(State or other jurisdiction of            (I.R.S.Employer
 incorporation or organization)           Identification No.)
 
100 North Barstow Street, Eau Claire, Wisconsin          54703
(Address of principal executive officers)            (Zip Code)

Registrant's telephone number, including area code (715) 839-2592

                          NONE
Former name, former address and former fiscal year, if changed
since last report

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
                         Yes   X   No
                              ___      ___

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.

         Class                  Outstanding at November 14, 1996
Common Stock, $100 par value            862,000 Shares

     All outstanding common stock is owned beneficially and of
record by Northern States Power Company, a Minnesota corporation.



Northern States Power Company (Wisconsin)
Statements of Income (Unaudited)


                                                                 
                                                          Three Months Ended          Nine Months Ended
                                                             September 30                September 30
                                                            1996          1995          1996          1995
                                                                       (Thousands of dollars)

                                                                                    

Operating revenues
 Electric............................................    $91,459       $97,458      $279,960      $283,980
 Gas.................................................      8,907         7,625        60,814        51,420
   Total.............................................    100,366       105,083       340,774       335,400

Operating expenses
 Fuel for electric generation........................        923         1,969         3,523         3,758
 Purchased and interchange power.....................     42,375        43,985       133,357       132,788
 Gas purchased for resale............................      5,360         8,585        39,758        35,792
 Other operation.....................................     13,482        14,320        41,442        40,294
 Maintenance.........................................      4,439         5,140        14,434        14,425
 Administrative and general..........................      5,486         5,888        16,389        18,316
 Depreciation and amortization.......................      9,034         8,253        26,547        24,568
 Taxes: Property and general.........................      3,552         3,455        10,798        10,455
        Current income tax expense...................      3,172         2,294        14,210        14,400
        Net provision for deferred income taxes......      1,391         1,353         2,375         2,275
        Net investment tax credit adjustments........       (227)         (234)         (682)         (702)
   Total.............................................     88,987        95,008       302,151       296,369

Operating income.....................................     11,379        10,075        38,623        39,031

Other income
 Other income and deductions - net...................         82           371           314           643
 Allowance for funds used during construction - 
   equity............................................         65           119           276           242
  Total other income ................................        147           490           590           885

Income before interest charges.......................     11,526        10,565        39,213        39,916

Interest charges
 Interest on long-term debt..........................      3,968         4,010        11,910        12,048
 Other interest and amortization.....................        863           620         2,429         2,696
 Allowance for funds used during construction - debt.       (104)         (112)         (276)         (296)
   Total.............................................      4,727         4,518        14,063        14,448

Net Income ..........................................     $6,799        $6,047       $25,150       $25,468



    Statements of Retained Earnings (Unaudited)

Balance at beginning of period.......................   $227,197      $220,048      $221,638      $218,833

Net income for period................................      6,799         6,047        25,150        25,468

  Net additions......................................      6,799         6,047        25,150        25,468

Dividends paid.......................................      6,396         6,603        19,188        24,809

Balance at end of period.............................   $227,600      $219,492      $227,600      $219,492


The Notes to Financial Statements are an integral part of the Statements of Income and Retained Earnings.





Northern States Power Company (Wisconsin)
Balance Sheets (Unaudited)


                                                                        September 30,       December 31,
                                                                              1996                1995
                                                                              (Thousands of dollars)
                                                                                                       
                            ASSETS

Utility Plant
  Electric........................................................        $886,837            $864,514
  Gas.............................................................          98,525              94,425
  Other...........................................................          67,139              63,758
      Total.......................................................       1,052,501           1,022,697
    Accumulated provision for depreciation........................        (388,896)           (370,634)
      Net utility plant...........................................         663,605             652,063

Other Property and Investments....................................           9,286               9,218

Current Assets
  Cash............................................................             326                 247
  Accounts receivable - net.......................................          32,397              43,134
  Materials and supplies - at average cost
      Fuel........................................................           9,065               6,689
      Other.......................................................           5,903               5,561
  Unbilled utility revenues.......................................          12,136              18,665
  Prepayments and other...........................................          10,463              11,295
    Total current assets..........................................          70,290              85,591

Other Assets
  Regulatory assets...............................................          32,799              34,704
  Federal income tax receivable...................................           3,307               3,307
  Unamortized debt expense........................................           2,666               2,780
  Other...........................................................           3,132               3,235
     Total other assets...........................................          41,904              44,026

      TOTAL ASSETS................................................        $785,085            $790,898

                   LIABILITIES AND EQUITY
Capitalization
  Common stock - authorized 870,000 shares of $100 par value,
      issued shares:  1996 and 1995, 862,000......................         $86,200             $86,200
    Premium on common stock.......................................          10,461              10,461
    Retained earnings.............................................         227,600             221,638
      Total common stock equity...................................         324,261             318,299

  Long-term debt..................................................         211,571             213,235

      Total capitalization........................................         535,832             531,534

Current Liabilities
  Notes payable - parent company..................................          49,800              50,900
  Accounts payable................................................          11,688              14,884
  Payable to affiliate companies (principally parent).............          15,330              13,457
  Salaries, wages, and vacation pay accrued.......................           5,209               6,343
  Taxes accrued...................................................           1,016               5,648
  Interest accrued................................................           5,066               5,300
  Current deferred taxes..........................................           1,725               1,963
  Other...........................................................           4,301               4,177
      Total current liabilities...................................          94,135             102,672

Other Liabilities
  Accumulated deferred income taxes...............................         102,457             100,227
  Accumulated deferred investment tax credits.....................          20,310              21,205
  Regulatory liabilities..........................................          17,869              18,020
  Customer advances...............................................           7,424               6,458
  Benefit obligations and other...................................           7,058              10,782
      Total other liabilities.....................................         155,118             156,692

        TOTAL LIABILITIES AND EQUITY..............................        $785,085            $790,898

The Notes to Financial Statements are an integral part of the Balance Sheets.




Northern States Power Company (Wisconsin)
Statements of Cash Flows (Unaudited)




                                                                  Nine Months Ended
                                                                     September 30
                                                                   1996         1995
                                                              (Thousands of dollars)
                                                                     

Cash Flows from Operating Activities:
   Net Income..............................................     $25,150      $25,468
   Adjustments to reconcile net income to cash from 
     operating activities:
     Depreciation and amortization.........................      27,216       25,435
     Deferred income taxes.................................         919        1,228
     Deferred investment tax credits recognized............        (682)        (702)
     Allowance for funds used during construction - equity.        (276)        (242)
     Decrease in insurance receivable......................           0        2,996
   Cash provided from changes in working capital...........       7,717       19,551
   Cash provided from (used for) changes in other 
     assets and liabilities................................      (2,091)         753

  Net cash provided from operating activities                    57,953       74,487


Cash Flows from Investing Activities:
   Capital expenditures....................................     (38,189)     (35,737)
   Increase in construction related accounts payable.......         464          275
   Allowance for funds used during construction - equity...         276          242
   Other...................................................        (137)      (1,303)

  Net cash used for investing activities                        (37,586)     (36,523)


Cash Flows from Financing Activities:
   Repayment of short-term debt............................      (1,100)      (9,700)
   Redemption of long-term debt, including reacquisition 
     premiums..............................................           0       (3,375)
   Dividends paid to parent................................     (19,188)     (24,809)

  Net cash used for financing activities                        (20,288)     (37,884)


Net increase in cash and cash equivalents..................          79           80

Cash and cash equivalents beginning of period..............         247           61

Cash and cash equivalents end of period....................        $326         $141


The Notes to Financial Statements are an integral part of the Statements of Cash Flows.



           Northern States Power Company (Wisconsin)

                 NOTES TO FINANCIAL STATEMENTS

     The Company is a wholly owned subsidiary of Northern States Power
Company, a Minnesota corporation (NSPM).

     In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the financial
position of Northern States Power Company, a Wisconsin corporation (the
Company), as of September 30, 1996 and December 31, 1995, the results of its
operations for the three and nine months ended September 30, 1996 and 1995 and
its cash flows for the nine months ended September 30, 1996 and 1995.  Due to
the seasonality of the Company's electric and gas sales, operating results on
a quarterly and year-to-date basis are not necessarily an appropriate base
from which to project annual results.

     The accounting policies followed by the Company are set forth in Note 1
to the Company's financial statements in its Annual Report on Form 10-K for
the year ended December 31, 1995 (Form 10-K).  The following notes should be
read in conjunction with such policies and other disclosures in the Form 10-K.

     Certain reclassifications have been made to 1995 financial information
to conform with the 1996 presentation.  These reclassifications had no effect
on net income as previously reported.

1. Accounting Change - Gas Costs

     While fixed costs (demand charges) from gas suppliers and transporters
are incurred fairly evenly throughout the year, such costs are recovered in
customer rates on a per unit basis (using average annual costs per unit),
primarily in the winter heating season when sales volumes are highest.  Also,
the energy price of gas purchased (excluding demand charges) can vary from
estimated levels included in customer rates.  As a result, gas costs for both
demand and energy charges are incurred throughout the year at a different time
than when such costs are recovered from customers.  The purchased gas
adjustment (PGA) clause allows customer rates to be adjusted periodically to
ensure full recovery of all gas costs incurred.

     Effective January 1, 1996, the Company changed its method of accounting
for the regulatory effects of costs recovered through the PGA rate adjustment
clause.  Previously, the Company expensed gas costs as incurred.  Beginning
in 1996, the cost of gas expensed is adjusted to equal the level of cost
recovery in customer rates, with such adjustments being reflected as
regulatory deferrals on the balance sheet.  This accounting change results in
a better matching of revenues and expenses, and conforms to the cost
recognition method used by NSPM.

     This change affects the timing of expense recognition within the year but
will not change total annual gas expense for 1996 or any prior years.  The
effect of the change on third quarter 1996 results was a decrease in gas costs
recognized and an increase in pretax operating income of approximately $3.7
million, and an increase in net income of $2.2 million.  The effect of the
change on the first nine months of 1996 results was a decrease in gas costs
recognized and an increase in pretax operating income of approximately $0.3
million, and an increase in net income of $0.2 million.  Consistent with
accounting requirements, prior year quarterly results have not been restated
for this change.  Had the change been implemented as of January 1, 1995, the
effect of the change on third quarter 1995 results would have been a decrease
in gas costs recognized and an increase in pretax operating income of
approximately $4.2 million, and an increase in net income of $2.5 million. 
The effect of the change on results for the first nine months of 1995 results
would have been a decrease in gas costs recognized and an increase in pretax
operating income of approximately $1.7 million, and an increase in net income
of $1.0 million.

2. Proposed Business Combination

     On April 28, 1995, NSPM and Wisconsin Energy Corporation (WEC) entered
into an Agreement and Plan of Merger (the Merger Agreement), which provides
for a strategic business combination involving NSPM, WEC and the Company to
form a registered utility holding company, which will be known as Primergy
Corporation (Primergy).  See further discussion of the proposed business
combination in the 1995 Form 10-K and Part II, Item 5-Other Information of
this report.  The 1996 developments, related to merger filings made in 1995,
are discussed below.  The goal of NSPM, WEC and the Company was to receive
approvals from all required regulatory authorities by the end of 1996. 
However, (as discussed below) it appears that all necessary regulatory
approvals will not be obtained by the end of 1996, and as a result, the merger
will not be completed during 1996.  If this is the case, NSPM, WEC and the
Company will continue to pursue regulatory approvals and completion of the
merger as soon as possible in 1997.

     In July 1995, WEC and NSPM filed an application and supporting testimony
with the Federal Energy Regulatory Commission (FERC) seeking approval of the
Merger Agreement.  On May 28, 1996, WEC and NSPM filed additional evidence
with the FERC, providing a detailed analysis of generation "market power" and
more specific information about the independent system operator (ISO) proposal
included in earlier filings.  This additional information was provided to the
FERC in response to concerns raised by intervenors in the merger proceeding
and by the FERC staff.

     The FERC administrative law judge (ALJ), in the merger proceeding, issued
an initial decision on August 29, 1996 recommending approval of the merger
application, subject to NSPM and WEC meeting eight conditions.  A significant
part of the ALJ's initial decision involves establishing an ISO. The ALJ's
initial decision specifically rejected the need for divestiture of any
generation or transmission facilities as a requirement for ensuring open and
equal access to the transmission system.  In October 1996, in response to the
FERC staff and intervenor opposition to the merger based on the claim that
Primergy would be able to exercise transmission market power after the merger,
NSPM and WEC filed a Unilateral Offer of Settlement (UOS) with the FERC.  The
UOS includes a transmission system control agreement and articles and bylaws
for establishing an ISO.  NSPM and WEC are hopeful that the FERC will
simultaneously approve the UOS and the pending merger application in late
1996. 

     On April 10, 1996, the Michigan Public Service Commission approved the
merger application through a settlement agreement containing terms consistent
with the merger application.  On June 26, 1996, the North Dakota Public
Service Commission approved the merger application.  These state commission
approvals represent two of the four states where approval of the merger is
required.

     On July 24, 1996, the Public Service Commission of Wisconsin (PSCW) held
a prehearing conference on the merger proceeding.  At the prehearing
conference the parties agreed upon an extensive issues list and a schedule for
the hearing.  The schedule originally required staff and intervenor case
filings and applicants rebuttal filing in September 1996, and three weeks of
hearings commencing on September 24, 1996.  At its open meeting on August 8,
1996, the PSCW revised the schedule and set hearing dates to begin October 30,
1996.  The resulting schedule should lead to a PSCW decision on the merger in
early 1997 and a written order in the first quarter of 1997.  In October 1996,
the PSCW staff filed testimony with the PSCW proposing various conditions,
including potential divestiture of certain transmission and generation assets
and a larger reduction in electric rates.  These recommendations differ
materially from the merger terms and conditions included in the application
which NSPM and WEC originally filed with the PSCW.

     In a related matter (as discussed below in Note 3, Regulation and Rate
Matters), the PSCW in September 1996 issued an order that set minimum
standards for creating an ISO that differs from NSPM's and WEC's proposal for
an ISO.  This order was issued as part of a generic electric utility
restructuring process the PSCW started in 1995.  Although the restructuring
process is separate from the merger proceedings, the order is related because
the PSCW staff, in its testimony filed in the merger proceeding (as discussed
above), recommended establishing an ISO that meets the standards of the PSCW's
order as a condition to approving the merger.  In addition, in September 1996,
the PSCW submitted its ISO order to the FERC with a request that the FERC
require the establishment of an ISO satisfying the PSCW minimum standards as
a condition to its approval of the NSPM/WEC merger application.  In October
1996, NSPM and WEC filed with the PSCW, as supplemental testimony and exhibits
in the merger proceeding, the same ISO proposal included with the UOS filed
with the FERC (as discussed previously).           

     In June 1996, the Minnesota Public Utilities Commission (MPUC) issued an
order which established the procedural framework for the MPUC's consideration
of the merger.  The issues of merger-related savings, electric rate freeze
characteristics, NSPM's pre-merger revenue requirements, Primergy's ability
to control the transmission interface between the Mid-Continent Area Power
Pool and the Wisconsin and upper Michigan area, and the impact of control of
this interface on Minnesota utilities were set for contested case hearings. 
Administrative law judges have scheduled evidentiary hearing dates from 
November 20 through December 6, 1996.  Unless the MPUC proceedings are 
settled, the MPUC's decision will not be obtained until early 1997.

     On April 5, 1996, NSPM and WEC submitted the initial filing to the
Securities and Exchange Commission to facilitate registration of Primergy
under the Public Utility Holding Company Act of 1935, as amended. 
Notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, will be filed prior to completion of the proposed merger.

     The merger filings, with each state, included a request for deferred
accounting treatment and rate recovery of costs incurred associated with the
proposed merger.  At September 30, 1996, the Company had incurred
approximately $593,000 of costs associated with the proposed merger which have
been deferred as a component of Other Assets.

     Under the Merger Agreement, completion of the merger is conditioned upon
the prior receipt of all necessary regulatory approvals without the imposition
of materially adverse terms.

3. Regulation and Rate Matters

     1997 Rate Cases - There have been no changes in any of the rates for any
of the jurisdictions in which the Company operates, since the Form 10-K was
filed.  The technical hearings for the electric and gas stand alone rate
cases, based on a 1997 pre-merger test year, were held before the PSCW on July
8, 1996.  On October 10, 1996, at its open meeting, the PSCW made decisions
on the issues in the Company's 1997 rate cases.  Although a final order has
not yet been issued by the PSCW, the PSCW made the following preliminary
decisions.

     Overall, electric and gas rates will remain unchanged in 1997.  However,
certain classes of customers will experience small changes in rates, as a
result of revisions in rate design.  The Company had requested changes to
electric rates for various classes of customers, which would have an
offsetting effect on overall revenues.  The Company had requested no changes
to gas rates.  The PSCW approved a capital structure composed of 45% debt and
55% common equity.  The PSCW granted an 11.3% return on common equity.

     Based on the PSCW's interpretation of a recent court decision, the PSCW
denied current rate recovery of the federal government's assessment against
the Company for the decommissioning and decontamination of its uranium
enrichment facilities.  The Company's annual expense for this item is
approximately $600,000.  This cost disallowance was considered in the overall
cost of service which, as approved by the PSCW, supported no change to overall
electric and gas rates.  The Company incurs this cost through the interchange
agreement with NSPM.  NSPM plans to continue paying the assessments to the
federal government, and based on the PSCW's decision to allow future rate
recovery with interest if the courts ultimately decide the assessments must
be paid, the Company will record the assessments as a regulatory asset
beginning in 1997.

     Industry Restructuring - Because of the increased focus on competition
in the electric and natural gas utility industries, the PSCW is investigating
changes in the structure and regulation of both industries.  The Company has
actively participated in these proceedings.  To date, after reviewing a set
of proposals developed by its working group, the PSCW has set a target date
of 2001 for implementing competition in retail electric markets, established
prerequisites for retail competition and defined a work plan for achieving the
prerequisites.  As a part of the electric restructuring process, on September
30, 1996 the PSCW issued an order setting out the minimum standards for an
ISO.  These guidelines will be used by the PSCW in the NSPM and WEC merger
proceedings, and in developing further direction for an ISO for purposes of
restructuring.  In addition the PSCW proceedings are investigating unbundling
the components of the integrated utility, setting service standards and
establishing methods for the continued promotion of energy conservation and
renewable resources.  The PSCW is also examining similar issues for the gas
industry.

4. Commitments and Contingent Liabilities

     As discussed in Note 8 to the Financial Statements in the 1995 Form 10-K,
the Company has been named as a potentially responsible party in connection
with environmental contamination at a site in Ashland, Wisconsin.  With
respect to developments since the 1995 Form 10-K was filed, the Wisconsin
Department of Natural Resources (WDNR) completed a sediment contamination
investigation of the impacted area of Chequamegon Bay portion of the Ashland
site to determine the extent and nature of contamination.  Contamination of
the near shore area has been confirmed by the study.  WDNR's consultant is now
preparing a remedial option study for the entire site, which includes Kreher
Park, the Bay and the Company's property.  Until this study is completed and
more information is known concerning the extent of the final remediation
required by the WDNR, the remediation method selected, the related costs, the
various parties involved, and the extent of the Company's responsibility, if
any, for sharing the costs, the ultimate cost to the Company and timing of any
payments related to the Ashland site is not determinable.  At September 30,
1996, the Company had recorded an estimated liability of $900,000 for future
remediation costs associated with the Company-owned portion of the site.  To
date the Company has incurred approximately $558,000 in actual expenditures,
exclusive of the remediation costs.  Based on a recent PSCW decision to allow
recovery of incremental costs incurred for this site in rates, the Company has
recorded a regulatory asset for the accrued and actual expenditures related
to this site.

     On March 11, 1996, the Company received a Notice of Violation (NOV) from
the WDNR stating that emissions from the Company's French Island facility had
exceeded allowable levels for dioxin.  The Company's initial investigation and
response, including a re-test of Unit #1, resulted in the WDNR clearing the
NOV on Unit #1 on September 25, 1996.  On October 9, 1996 the Company received
a letter from the WDNR reiterating the outstanding NOV on Unit #2 requesting
a written response by November 15, 1996 setting forth what the Company has
done thus far and what it plans to do to respond.  The Company is currently
evaluating alternative boiler control and operating solutions to reduce dioxin
emissions and is planning to re-test Unit #2 later this year.  At this time,
based on the Company's response and continued efforts to resolve the issue,
it does not expect any fines to be imposed by the WDNR.  The Company does not
believe any corrective actions will have a material adverse effect on the
Company's financial condition or results of operations.

Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATION

     Discussion of financial condition and liquidity is omitted per conditions
set forth in general instructions H (1) and (2) of Form 10-Q for wholly-owned
subsidiaries (reduced disclosure format).

     On April 28, 1995, NSPM and WEC entered into an Agreement and Plan of
Merger which provides for a strategic business combination involving the two
companies in a "merger-of-equals" transaction.  See Note 2 to the Financial
Statements and Part II of this report for more information.

     The Company's net income for the third quarter and nine months ended
September 30, 1996 was $6.8 million and $25.1 million, respectively, an
increase of $0.8 million and a decrease of $0.3 million, respectively, from
the comparable periods a year ago.

     Except for the historical statements contained herein, the matters
discussed in the following discussion and analysis, including the statements
regarding the anticipated impact of the proposed merger, are forward looking
statements that are subject to certain risks, uncertainties and assumptions. 
Such forward-looking statements are intended to be identified in this document
by the words "anticipate", "estimate", "expect", "objective", "possible",
"potential" and similar expressions.  Actual results may vary materially. 
Factors that could cause actual results to differ materially include, but are
not limited to:  general economic conditions, including their impact on
capital expenditures; business conditions in the energy industry; competitive
factors; unusual weather; regulatory decisions regarding the proposed
combination of NSPM and WEC; and the other risk factors listed in Exhibit
99.01 to this report on Form 10-Q for the quarter ended September 30, 1996.

Third Quarter 1996 Compared with Third Quarter 1995

     Electric revenues for the third quarter 1996 decreased $6.0 million or
6.2% from the electric revenues for the third quarter 1995.  Electric sales
decreased 1.8% in 1996 from 1995, with the majority of the decrease due to
favorable weather in 1995 and unfavorable weather in 1996.  Electric revenues
also reflect an electric rate reduction effective January 1, 1996 as discussed
in the Rate Matters by Jurisdiction section of the 1995 Form 10-K.  In
addition, Interchange Agreement revenue from NSPM decreased due to lower
production at plants located in Wisconsin.

     Gas revenues increased $1.3 million or 16.8% in third quarter 1996
compared to third quarter 1995.  Gas sales for the third quarter of 1996 were
3.0% higher than those in the comparable quarter of 1995.  Contributing to the
increase were the impacts of cooler summer weather in 1996 relative to an
unusually warm 1995, higher PGA recovery of purchased gas costs and the gas
rate increase effective January 1, 1996, as discussed in the Rate Matters by
Jurisdiction section of Part I of the 1995 Form 10-K.

     Fuel for electric generation and Purchased and interchange power combined
for a net decrease of $2.7 million or 5.8% due in part to decreased generation
to meet lower sales requirements and to lower operating costs charged to the
Company by NSPM.

     Gas purchased for resale decreased $3.2 million, largely due to the
effects of the change of accounting for gas costs as discussed in Note 1 of
the Notes to the Financial Statements in this report.

     Other operation, Maintenance and Administrative and general expenses
together decreased $1.9 million or 7.7% in third quarter 1996 compared to
third quarter 1995.  The decrease is due primarily as a result of lower
production and distribution contract maintenance, reduced operating expenses
in the distribution and production areas, and lower employee benefit expenses.

     Depreciation and amortization increased $0.8 million in the third quarter
1996 compared with the same quarter of 1995 due to increases in the Company's
plant in service.

     Property and general taxes were approximately the same in both periods.

     Income tax expense for the third quarter 1996 is up $0.9 million as
compared to the third quarter 1995 mainly due to a higher level of pre-tax
income in the third quarter 1996.

     Other income and deductions decreased $0.3 million due to lower
subsidiary company earnings in the third quarter 1996 compared to third
quarter 1995.

     Interest expense increased $0.2 million mainly due to higher short term
debt levels.

First Nine Months of 1996 Compared with First Nine Months of 1995

     Electric revenues for the first nine months of 1996 decreased $4.0
million or 1.4% from the electric revenues for the same period of 1995 due to
price decreases net of higher sales levels.  Less favorable weather in 1996,
partially offset by customer and sales growth, produced an electric sales
increase of 0.8%.  These sales increases were more than offset by decreased
revenues from a 1.7% electric rate reduction effective January 1, 1996 as
discussed in the Rate Matters by Jurisdiction section of the 1995 Form 10-K.

     Gas revenues increased $9.4 million or 18.3% for the first nine months
of 1996 compared to the same period of 1995.  Gas sales increased 15.2% in
1996 from 1995 due to colder winter weather and sales growth.  Also
contributing to the increased revenues was the 3.4% gas rate increase
effective January 1, 1996, as discussed in the Rate Matters by Jurisdiction
section of the 1995 Form 10-K.

     Fuel for electric generation and Purchased and interchange power together
increased $0.3 million or 0.2% for the first nine months of 1996 over the same
period in 1995 primarily due to increased generation and interchange purchases
from NSPM to meet higher Wisconsin sales requirements.

     Gas purchased for resale increased $4.0 million or 11.1% primarily due
to additional gas purchases to support increased gas sales.

     Other operation, Maintenance and Administrative and general expenses
together decreased $0.8 million or 1.1% in the first nine months of 1996
compared to the same period in 1995, primarily as a result of reduced employee
benefit expenses, partially offset by an increase in customer service expenses
during the period.

     Depreciation and amortization increased $2.0 million in 1996 over 1995
due to increases in the Company's plant in service.

     Property and general taxes increased $0.3 million or 3.3% in 1996 over
1995 primarily due to higher gross receipts tax from higher revenues in 1996.

     Income tax expense was approximately the same for both periods.

     Other income and deductions decreased $0.3 million due to lower
subsidiary company earnings in the first nine months of 1996 compared to the
same period in 1995.

     Interest expense decreased $0.4 million for the first nine months of 1996
compared to the same period in 1995 mainly due to a 1995 charge for interest
on prior year income tax assessments.

                  Part II.  OTHER INFORMATION

Item 5.  Other Information

MERGER AGREEMENT WITH WISCONSIN ENERGY CORPORATION

     As previously reported in the Company's Current Report on Form 8-K, dated
May 8, 1995, and filed on May 8, 1995, and the 1995 Form 10-K, NSPM and WEC
have entered into a Merger Agreement which provides for a strategic business
combination involving NSPM and WEC in a "merger-of-equals" transaction
(Transaction).

     In connection with the Transaction, the Company will be merged into WEC's
principal utility subsidiary, Wisconsin Electric Power Company (WE), which
will be renamed "Wisconsin Energy Company."  Prior to the merger of the
Company into Wisconsin Energy Company, a new successor company to NSPM,
Northern Power Wisconsin Corp. (New NSP), will acquire from the Company
certain gas utility properties and operations in LaCrosse and Hudson,
Wisconsin with a net historical cost at September 30, 1996 of approximately
$22.7 million.  This transfer is for purposes of complying with the Wisconsin
Public Utility Holding Company Act.

     Detailed information with respect to the Merger Agreement and the
proposed Transaction is contained in the 1995 Annual Reports on Form 10-K of
NSPM and the Company and in the Joint Proxy Statement/Prospectus dated August
7, 1995 relating to the meetings of the stockholders of WEC and NSPM to vote
on the Merger Agreement and related matters.

SUMMARIZED PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

     The following summary of unaudited pro forma financial information
combines historical balance sheet and income statement information of WEC and
NSPM, and of WE and the Company, to give effect to the Transaction to form
Primergy and Wisconsin Energy Company, respectively.  The unaudited pro forma
balance sheet information gives effect to the Transaction as if it had
occurred at September 30, 1996.  The unaudited pro forma income statement
information gives effect to the Transaction as if it had occurred at January
1, 1996.  This pro forma information was prepared from the historical
financial statements of NSPM, WEC and WE and the Company on the basis of
accounting for the Transaction as a pooling of interests and should be read
in conjunction with such historical financial statements and related notes
thereto.

     The allocation between Wisconsin Energy Company and New NSP and their
customers of the estimated cost savings resulting from the Transaction, net
of the costs incurred to achieve such estimated cost savings, will be subject
to regulatory review and approval.  None of the estimated cost savings, the
costs to achieve such savings, nor transaction costs are reflected in the
summarized unaudited pro forma income statement information.  With the
exception of certain non-current deferred tax balance sheet reclassifications
described below, all other financial statement presentation and accounting
policy differences are immaterial and have not been adjusted in the unaudited
pro forma financial information.  The following information is not necessarily
indicative of the financial position or operating results that would have
occurred had the Transaction been consummated on the date or at the beginning
of the period for which the Transaction is being given effect nor is it
necessarily indicative of future operating results or financial position.

Primergy Information

     The following summarized Primergy unaudited pro forma financial
information reflects the combination of the historical financial statements
of WEC and NSPM after giving effect to the Transaction to form Primergy.  A
pro forma adjustment has been made to conform the presentations of non-current
deferred income taxes in the summarized unaudited pro forma combined balance
sheet information as a net liability.  The unaudited pro forma combined
earnings per common share reflect pro forma adjustments to average NSPM common
shares outstanding in accordance with the provisions of the Merger Agreement,
whereby each outstanding share of NSPM common stock will be converted into
1.626 shares of Primergy common stock.  In the Transaction, each outstanding
share of WEC common stock will remain outstanding as a share of Primergy
common stock.

                                                Unaudited
                                                Pro Forma
PRIMERGY CORP:                  NSPM       WEC   Combined 
                     (in millions, except per share amounts)

As of September 30, 1996:
  Utility Plant-Net           $4,344    $2,971     $7,315
  Current Assets                 717       466      1,183
  Other Assets *               1,334     1,169      2,363
    Total Assets              $6,395    $4,606    $10,861

Common Stockholders' Equity   $2,106    $1,917     $4,023
Preferred Stockholders' 
  Equity                         240        30        270
Long-Term Debt                 1,673     1,331      3,004
    Total Capitalization       4,019     3,278      7,297
Current Liabilities              946       441      1,387
Other Liabilities *            1,430       887      2,177
    Total Equity & 
      Liabilities             $6,395    $4,606    $10,861

For the Nine Months Ended
  September 30, 1996:
  Utility Operating 
    Revenues                  $1,944    $1,296     $3,240
  Utility Operating Income      $266      $230       $496
  Net Income, after Preferred
    Dividend Requirements       $186      $162       $348
  Earnings per Common Share:
    As reported                $2.70     $1.46         --
    NSPM Equivalent Shares        --        --      $2.54
    Primergy Shares               --        --      $1.56

* Includes a $140 million pro forma adjustment to conform the presentation of
   non-current deferred taxes as a net liability.

Wisconsin Energy Company Information

     The following summarized Wisconsin Energy Company unaudited pro forma
financial information combines historical balance sheet and income statement
information of WE and the Company to give effect to the Transaction, including
the transfer of certain gas utility properties from the Company to New NSP. 
The unaudited pro forma income statement information does not reflect
adjustments for 1996 year-to-date revenues of $24.2 million and related
expenses associated with the transfer of certain gas utility properties and
operations from the Company to New NSP.  A pro forma adjustment has been made
to conform the presentation of non-current deferred income taxes in the
summarized unaudited pro forma combined balance sheet information as a net
liability.

Wisconsin Energy Company: *
                                                   Unaudited
                                           The     Pro Forma
                            WE         Company      Combined
                      (as Reported)(as Reported)       **   
                                 (Millions of Dollars)              

As of September 30, 1996:
  Utility Plant-Net          $2,971       $664        $3,615
  Current Assets                455         70           543
  Other Assets ***              917         51           832
    Total Assets             $4,343       $785        $4,990

Common Stockholder's Equity  $1,730       $324        $2,054
Preferred Stockholder's 
  Equity                         30         --            30
Long-Term Debt                1,289        212         1,501
    Total Capitalization     $3,049       $536        $3,585
Current Liabilities             420         94           514
Other Liabilities ***           874        155           891
    Total Equity & 
      Liabilities            $4,343      $785        $4,990

For the Nine Months Ended
  September 30, 1996:
  Utility Operating 
    Revenues                 $1,296       $341        $1,637
  Utility Operating Income     $230        $39          $269
  Net Income, after Preferred
    Dividend Requirements      $159        $25          $184

*   In connection with the Merger Agreement, WE will be renamed Wisconsin
     Energy Company.

**  Balance Sheet data includes pro forma adjustments for the transfer of
     certain gas properties from the Company to New NSP.

*** Includes a $136 million pro forma adjustment to conform the presentation
     of non-current deferred taxes as a net liability.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

The following exhibit is filed with this report:

     27.01    Financial Data Schedule for the nine months ended September
              30, 1996.

     99.01    Statement pursuant to Private Securities Litigation Reform
              Act of 1995.

(b)  Reports on Form 8-K

     None


                             SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                             NORTHERN STATES POWER COMPANY
                             (Registrant)



                             /s/                                     
                    
                             David E. Ripka
                             Controller
                             (Principal Accounting Officer)



                             /s/                                     
                    
                             Neal Siikarla
                             Treasurer
                             (Principal Financial Officer)



Date:  November 14, 1996


                             EXHIBIT INDEX


Method of                  Exhibit         Description
 Filing                      No.

   DT                      27.01           Financial Data Schedule

   DT                      99.01           Statement pursuant to Private
                                           Securities Litigation Reform
                                           Act of 1995

DT = Filed electronically with this direct transmission.