Date:  August 13, 1999
                           AMENDED AND RESTATED
                          ARTICLES OF INCORPORATION
                                     OF
                        NORTHERN STATES POWER COMPANY

      Article  1.      The  name of the corporation shall be Northern  States
Power Company (Wisconsin).

     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.