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                                                                    EXHIBIT 3.01
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                          NORTHERN STATES POWER COMPANY
                            (a Wisconsin corporation)

                         Incorporated November 21, 1901

       R E S T A T E D   A R T I C L E S  O F   I N C O R P O R A T I O N
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                         (Effective Date:  May 6, 1998)

                      "RESTATED ARTICLES OF INCORPORATION"

"The  following Restated Articles of Incorporation, duly adopted pursuant to the
authority and provisions of Chapter 180 of the Wisconsin Statutes, supersede and
take the place of the existing Restated Articles of Incorporation and amendments
thereto:

"Article 1.    The    name of the  corporation shall  be Northern   States Power
Company.

"Article 2.    The period of existence shall be perpetual.

"Article  3.        The   business and  purposes for  which said  corporation is
formed are:  To manufacture, produce, purchase, or in any manner acquire, and to
sell,  market,  and distribute gas and its by-products and residual products for
light,  heat,  power and other purposes; to manufacture, generate, produce, buy,
and  in  any  manner acquire, and to sell, market and distribute electricity for
light,  heat,  power,  and  other  purposes; to construct, maintain, and operate
street  and  electric  railways; to construct, maintain, and operate water works
for  the purpose of supplying municipalities, private consumers, and others with
water  for any and all purposes whatsoever; to furnish signals by electricity or
otherwise; to supply steam and hot water for heating and other purposes; to own,
operate,  manage,  and   control  plants  and  equipment  for  the   production,
transmission,  delivery,  and furnishing of heat, light, water, and power to and
for  the  public;  to  manufacture,  buy,  sell, rent, and deal in apparatus and
appliances   used  or  useful   in,  or  calculated  directly  or indirectly  to
promote the consumption of gas, water, or  electricity; to purchase  or  in  any
manner acquire, to own and hold, and to sell, exchange, or in any manner dispose
of stocks, bonds, mortgages, and other securities; to buy, sell, exchange,   and
deal  in  all  kinds  of real property; and to construct, erect, purchase, or in
any  manner  acquire, to own, hold,  and operate, and  to sell, exchange, lease,
encumber,  and in any manner dispose of,  gas works, water works, steam  plants,
hot  water plants, hydraulic  works,  hydroelectric works,  electric works,  gas
distributing  systems, water  distributing systems, steam distributing  systems,
electric  distributing  systems  and  transmission  lines,   signal transmission
systems,  and machinery apparatus, appliances,  facilities, rights,  privileges,
franchises,   ordinances, and  all such  real and personal  property  as may  be
necessary,  useful, or convenient  in carrying on the business  of procuring  or
producing  and   distributing  electricity,  gas, water,  steam, hot water,  and
signals,  or  in  the  construction,  maintenance,  and  operation of street and
electric railways.  The business of the company may be carried on in any part of
the  States  of  Wisconsin,  Michigan,  and  Minnesota.

"Article 4.     The number  of  shares  which it  shall have  authority to issue
shall  be  One  Million (1,000,000) shares of common stock, and the par value of
each  share  shall  be  One  Hundred  Dollars  ($100).    At all meetings of the
shareholders  of  the corporation, the holders of common stock shall be entitled
to  one  (1)  vote  for  each  share  of  common  stock  held  by  them.

"Article 5.                The  address  of the registered office at the time of
adoption  of  these  restated  articles is 100 North Barstow Street, Eau Claire,
Wisconsin  54701.

"Article 6.              The name of the registered agent at such address at the
time  of  adoption  of  these  restated  articles  is  J.  A.  Noer.

"Article 7.    The number of directors constituting the Board of Directors shall
be  fixed  by  the  Bylaws,  but  shall  not  be  less  than  three.
  
"Article 8.     These articles may be amended in the manner authorized by law at
the time of amendment."