SCHEDULE 14C
(Rule 14c-101)

INFORMATION REQUIRED IN INFORMATION STATEMENT

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. )

Check the appropriate box:

Preliminary information statement
- ---

X Definitive information statement
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WISCONSIN ELECTRIC POWER COMPANY
(Name of Registrant as Specified in Its Charter)

Wisconsin Electric Power Company
(Name of Person(s) Filing the Information Statement)

Payment of filing fee (Check the appropriate box):

X $125 per Exchange Act Rule 0-11(c)(1)(ii), or 14c-5(g).
- ---

Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
- ---

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11: (Set forth the amount on which the filing fee
is calculated and state how it was determined.)

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(4) Proposed maximum aggregate value of transaction:

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___ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, schedule or registration statement no.:

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(3) Filing party:

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(4) Date filed:

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WISCONSIN ELECTRIC POWER COMPANY
231 West Michigan, P.O. Box 2046, Milwaukee, WI 53201-2046 (414) 221-2345

April 15, 1994

Dear Stockholder:

Wisconsin Electric Power Company will hold its annual meeting of stockholders
at 9:00 a.m. on Tuesday, May 10, 1994 at the Public Service Building, 231 West
Michigan Street, Milwaukee, Wisconsin. We are not soliciting proxies for this
meeting, as about 99% of Wisconsin Electric's voting stock is owned and will
be voted by its parent company, Wisconsin Energy Corporation. You may, if you
wish, attend the meeting and vote your shares of preferred stock; however, it
will be a short business meeting only.

On behalf of the directors and officers of Wisconsin Energy, I invite you to
attend Wisconsin Energy's annual meeting to be held Wednesday, May 11, 1994 at
1:30 p.m. The Wisconsin Energy meeting will be held at the Bradley Center,
1001 North Fourth Street, in downtown Milwaukee, Wisconsin. By attending this
meeting, you will have the opportunity to meet many of the Wisconsin Electric
officers and directors. Although you cannot vote your shares of Wisconsin
Electric preferred stock at the Wisconsin Energy meeting, you should find the
afternoon's activities to be worthwhile. You will be asked to register before
entering the meeting.

The annual report to stockholders accompanies this information statement. For
your information, you may request a Wisconsin Energy Corporation annual report
by writing to the Stock Transfer Office at the above address or calling one of
the telephone numbers listed below.

Sincerely,

Richard A. Abdoo
Chairman of the Board
and Chief Executive Officer

If you have any questions, please call our toll-free Stockholder Hotline at:

221-2100 in Metro Milwaukee
1-800-558-9663 outside Metro Milwaukee

(RECYCLE LOGO) This document is printed on recycled paper.

---------------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

---------------------------------

April 15, 1994

To the Stockholders of Wisconsin Electric Power Company:

The Annual Meeting of Stockholders of Wisconsin Electric Power Company will be
held at the Public Service Building, 231 West Michigan Street, Milwaukee,
Wisconsin, on Tuesday, May 10, 1994, at 9:00 a.m., for the following purposes:

1. To elect a Board of Directors to hold office until the 1995 Annual Meeting
of Stockholders; and

2. To consider any other matters which may properly come before the meeting.

Stockholders of record at the close of business on March 4, 1994 will be
entitled to vote at the meeting.

By Order of the Board of Directors

Ann Marie Brady
Secretary

WISCONSIN ELECTRIC POWER COMPANY
231 West Michigan Street
P.O. Box 2046
Milwaukee, Wisconsin 53201

INFORMATION STATEMENT
and
ANNUAL REPORT TO STOCKHOLDERS

----------------------------

INFORMATION STATEMENT

April 15, 1994

This information statement is being furnished to stockholders beginning on or
about April 15, 1994 in connection with the annual meeting of stockholders of
Wisconsin Electric Power Company (WE) to be held on May 10, 1994, at the
principal office of WE at the Public Service Building, 231 West Michigan
Street, Milwaukee, Wisconsin, and all adjournments of the meeting, for the
purposes listed in the Notice of Annual Meeting of Stockholders. The WE
annual report to stockholders accompanies this information statement.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. However, you may vote your shares of preferred stock at the meeting.

VOTING SECURITIES

As of March 4, 1994, WE had outstanding 44,508 shares of Six Per Cent.
Preferred Stock; 312,500 shares of Serial Preferred Stock ($100 par value),
consisting of 260,000 shares of 3.60% Series and 52,500 shares of 6.75%
Series; and 33,289,327 shares of common stock. Each outstanding share of each
class is entitled to one vote. Stockholders of record at the close of
business on March 4, 1994 will be entitled to vote at the meeting. A majority
of the shares entitled to vote shall constitute a quorum. Directors are
elected by a plurality of the votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present. "Plurality" means that
the individuals who receive the largest number of votes are elected as
directors up to the maximum number of directors to be chosen in the election.
Therefore, any shares not voted, whether by withheld authority, broker non-
vote or otherwise, have no effect in the election of directors.

All of WE's outstanding common stock, representing 99% of its voting
securities, is owned beneficially by its parent company, Wisconsin Energy
Corporation (Wisconsin Energy or WEC). A list of stockholders of record
entitled to vote at the meeting will be available for inspection by
stockholders at WE's principal business office at 231 West Michigan Street,
Milwaukee, Wisconsin, prior to and at the meeting.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANT

Price Waterhouse has acted as independent public accountant for WE or its
predecessor continuously since 1932, and was appointed by WE's Board of
Directors upon recommendation of Wisconsin Energy's board of directors to
serve as such during the current year. Representatives of the firm will not
attend the annual meeting, but will be present at Wisconsin Energy's annual
meeting on May 11, 1994 to make any statement they may consider appropriate
and to respond to questions which may be directed to them.

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THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors is responsible for overseeing the performance of WE.
In 1993 the Board held twelve regular meetings and three special meetings.
None of the incumbent directors attended fewer than 86% of the total number of
meetings of the Board and the committees on which they served.

On November 24, 1993, the Board of Directors elected Robert A. Cornog,
Chairman, President and Chief Executive Officer of Snap-on Tools Corporation,
as a director of WE to fill the vacancy on the Board created by the retirement
on June 30, 1993 of Charles S. McNeer. This election is subject to
authorization of the Federal Energy Regulatory Commission (FERC) and will be
effective with the date of authorization by the FERC. FERC authorization is
required because Mr. Cornog is also a director of Johnson Controls, Inc. which
supplies WE with electrical equipment. WE does not expect that the FERC will
deny Mr. Cornog's directorship as the total dollar volume of purchases by WE
from Johnson Controls, Inc. including electrical equipment purchases, is
minimal, ranging from .031% to .108% of WE's total annual purchases of
materials, supplies and equipment during the past four calendar years. As of
April 1, 1994, FERC authorization is pending. In the unlikely event that the
FERC denies Mr. Cornog's WE directorship, the Board reserves the right to name
another nominee to fill this vacant director position.

WE has an Executive Committee and a Compensation Committee; it does not have
audit or nominating committees. The Executive Committee, which did not meet
in 1993, may exercise all of the powers vested in the Board during periods
between Board meetings except, among other things, action regarding dividends
or other distributions to stockholders, election of officers or the filling of
vacancies on the Board or its committees. Messrs. Abdoo, Boston, Reid,
Stratton and Udell are regular members of the Executive Committee; all other
directors are alternate members. The Compensation Committee, which met four
times in 1993, determines compensation policies for executive officers of WE,
reviews and recommends adjustments to the salaries of elected officers and the
fees of directors of WE, and reviews and recommends other direct and indirect
forms of compensation, benefits and privileges which the elected officers and
directors may receive. Messrs. Bergstrom, Murray, Reid, Stratton, Udell, and
Mrs. Johnson are members of the Compensation Committee. Mr. Cornog has been
designated a member of the Compensation Committee effective with the date of
authorization of his directorship by the FERC.

INFORMATION CONCERNING NOMINEES FOR DIRECTORS

At the 1994 annual meeting, there will be an election of twelve directors to
hold office for a term of one year and until they are reelected or until their
respective successors are duly elected and qualified.

The nominees named below have consented to being nominated and to serve if
elected. The Board of Directors does not expect that any of the nominees will
become unavailable for any reason. If that should occur before the meeting,
another nominee or nominees will be selected by the WE Board of Directors.

Biographical information regarding each nominee is shown below. Ages are
shown as of December 31, 1993. Wisconsin Energy Corporation's principal
subsidiaries are WE and Wisconsin Natural Gas Company (Wisconsin Natural).

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NOMINEES FOR DIRECTORS (FOR TERMS EXPIRING IN 1995)

RICHARD A. ABDOO. Age 49. Chairman of the Board and Chief Executive Officer
of WE and Wisconsin Natural since June 1990. Chairman of the Board, President
and Chief Executive Officer of WEC since 1991. President and Chief Executive
Officer of WE from January 1990 to June 1990. President and Chief Operating
Officer of WE from June 1989 to January 1990. Executive Vice President of WE
from January 1989 to June 1989. Senior Vice President of WE from 1984 to
January 1989. Executive Vice President of WEC from January 1990 to May 1991.
Vice President of WEC from May 1987 to January 1990. Director of WE and
Wisconsin Natural since 1989. Director of WEC since 1988. Director of M&I
Marshall & Ilsley Bank, ARI Network Services, Inc., Blue Cross & Blue Shield
United of Wisconsin and United Wisconsin Services, Inc.

JOHN F. BERGSTROM. Age 47. President and Chief Executive Officer of
Bergstrom Corporation since 1974; Bergstrom Corporation owns and operates
twelve automobile dealerships, three hotels, a convention center, and a real
estate company. Director of WE since 1985. Director of WEC since 1987.
Director of First National Bank-Fox Valley, Kimberly-Clark Corporation,
Midwest Express Airlines, Inc. and Universal Foods Corporation.

JOHN W. BOSTON. Age 60. President and Chief Operating Officer of WE since
1990 and of Wisconsin Natural since April 1994. Vice President of WEC since
1991. Executive Vice President and Chief Operating Officer of WE from January
to June 1990. Senior Vice President of WE from 1982 to January 1990.
Director of WE since 1988. Director of WEC since 1991. Director of Wisconsin
Natural since March 1994.

ROBERT A. CORNOG. Age 53. Chairman of the Board, President and Chief
Executive Officer of Snap-on Tools Corporation, a tool manufacturer, since
1991. President of Macwhyte Company, a maker of wire rope and a subsidiary of
Amsted Industries, from 1981 to 1991. Director-designate of WE. Director of
WEC since 1993. Director of Snap-on Tools Corporation and Johnson Controls,
Inc.

ROBERT H. GORSKE. Age 61. Vice President and General Counsel of WE and of
Wisconsin Natural since 1976. General Counsel of WEC since 1981. Director of
WE since 1991. Director of Wisconsin Natural since 1976.

GENEVA B. JOHNSON. Age 64. Corporate Director. President and Chief
Executive Officer of Family Service America, Inc., an organization
representing private agencies in the United States and Canada that provide
human service programs, from 1983 to March 1994. Director of WE and WEC since
1988. Director of Firstar Bank Milwaukee, N.A.

JOHN L. MURRAY. Age 66. Corporate Director. Chairman of the Board of
Universal Foods Corporation, a manufacturer and marketer of food ingredients
and selected consumer food items, from 1984 to 1990. Chief Executive Officer
of Universal Foods from 1979 to 1988. Director of WE since 1983. Director of
WEC since 1987. Director of Briggs & Stratton Corporation, The Marcus
Corporation, Twin Disc, Inc. and Universal Foods Corporation.

DAVID K. PORTER. Age 50. Senior Vice President of WE and Vice President of
Wisconsin Natural since 1989. Vice President-Corporate Planning of WE from
1986 to 1989. Director of WE since 1989. Director of Wisconsin Natural since
1988.

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MORRIS W. REID. Age 68. Vice Chairman of the Board of Versa Technologies,
Inc., a manufacturer of fluid power and silicone rubber products, since 1989.
Vice Chairman, President and Chief Operating Officer of Versa Technologies
from 1989 to 1992. Chairman of the Board of Versa Technologies from 1982 to
1989. Independent Management Consultant and Corporate Director since 1978.
Chairman of the Board of J. I. Case Co., a manufacturer of construction and
farm machinery, from 1972 to 1978. Director of WE since 1979. Director of
WEC since 1987. Director of Banc One Wisconsin Corporation, A&E Manufacturing
Company, Research Products Corporation and Versa Technologies, Inc.

JERRY G. REMMEL. Age 62. Chief Financial Officer of WE, WEC and Wisconsin
Natural since 1989. Vice President of WEC since January 1994. Treasurer of
WEC since 1981. Senior Vice President of WE and Vice President-Finance of
Wisconsin Natural from 1989 to 1993. Vice President and Treasurer of WE from
1983 to 1989. Treasurer of Wisconsin Natural from 1974 to 1989. Director of
WE since 1989. Director of Wisconsin Natural since 1988.

FREDERICK P. STRATTON, JR. Age 54. Chairman and Chief Executive Officer of
Briggs & Stratton Corporation, a manufacturer of small gasoline engines and
automotive locks, since 1986. Director of WE since 1986. Director of WEC
since 1987. Director of Briggs & Stratton Corporation, Banc One Corporation,
Banc One Wisconsin Corporation, Midwest Express Airlines, Inc. and Weyco
Group, Inc.

JON G. UDELL. Age 58. Irwin Maier Professor of Business at the University of
Wisconsin-Madison since 1975. Director of WE since 1977. Director of WEC
since 1987. Chairman of the Board of Directors of the Federal Home Loan Bank
of Chicago from 1982 to 1989. Director of Research Products Corporation and
Versa Technologies, Inc.

OTHER MATTERS

The Board of Directors is not aware of any other matters which may properly
come before the meeting. The WE Bylaws set forth the requirements that must
be followed should a stockholder wish to propose any floor nominations for
director or floor proposals at annual or special meetings of stockholders. In
the case of annual meetings, the Bylaws state, among other things, that notice
and certain other documentation must be provided to WE at least 70 days before
the annual meeting.

STOCK OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

WE directors, nominees and executive officers as a group (15 persons) do not
own any of WE's stock, but beneficially own 74,801 shares of common stock of
its parent company, Wisconsin Energy Corporation (less than 1% of total WEC
common stock outstanding). The following table lists the beneficial ownership
of WEC common stock of each director, nominee and named executive officer as
of February 28, 1994. Included are shares owned by each individual's spouse,
minor children or any other relative sharing the same residence, as well as
shares held in a fiduciary capacity or held in WEC's Tax Reduction Act Stock
Ownership Plan and Stock Plus Investment Plan, and WE's Management Employee
Savings Plan (MESP).

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Number Number Number
Name of Shares Name of Shares Name of Shares
- ---- --------- ---- -------- ---- ---------

R. A. Abdoo.......... 11,781 R. H. Gorske.......... 14,432 M. W. Reid........... 3,273
J. F. Bergstrom...... 3,000 G. B. Johnson......... 2,053 J. G. Remmel......... 5,827
J. W. Boston......... 3,911 J. L. Murray.......... 3,000 F. P. Stratton, Jr... 3,600
R. A. Cornog......... 1,000 D. K. Porter.......... 8,062 J. G. Udell.......... 5,877(1)
<FN>
(1) Dr. Udell disclaims beneficial ownership of 2,521 of such shares.

Each person has sole voting and investment power as to all shares listed for
such person except that the following persons have shared voting and/or
investment power as to the indicated number of shares so listed: Mr. Boston
(2,562), Mr. Gorske (356), Mr. Stratton (1,500), and Dr. Udell (2,521) and all
directors and executive officers as a group (9,659).

The above beneficial ownership information is based on information furnished
by the specified persons and is determined in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934, as required for purposes of this
information statement. It is not necessarily to be construed as an admission
of beneficial ownership for other purposes.

COMPENSATION

DIRECTORS' COMPENSATION

Since 1991 and continuing through 1993, each nonemployee director received a
monthly retainer fee of $1,500 plus $1,000 for each Board or committee meeting
attended. In addition, a per diem fee of $1,000 for travel on company
business is paid for each day on which a Board or committee meeting is not
also held. Nonemployee directors are also paid $300 for each signed, written
unanimous consent in lieu of a meeting. Director Reid also received a one-
time payment of $5,000 for special services rendered in 1993 as chairman of
the WE and WEC compensation committees in connection with the development and
establishment of a long-term incentive plan for key executives of WEC and its
subsidiaries, including WE. In this regard, Director Reid examined comparable
practices of other corporations and prepared an extensive study of long-term
incentive plan alternatives for consideration by the compensation committees.
Although certain WE directors also serve on WEC's board and compensation
committee, only single fees are paid for meetings held by both boards or
committees on the same day. In these cases, fees are allocated between WE and
WEC based on services rendered. Nonemployee directors may defer fees so long
as they serve on the Board of WE and/or its affiliates pursuant to an
established plan which accrues interest semiannually at the prime rate on the
amounts which have been deferred. Such deferral amounts are credited to an
unsecured account in the name of each participating director on the books of
WE and are payable only following termination of the director's service to WE.
Employee directors receive no directors' fees.

EXECUTIVE OFFICERS' COMPENSATION

The following table summarizes certain information concerning compensation
awarded to, earned by or paid to WE's Chief Executive Officer and each of WE's
other four most highly compensated executive officers for services in all
capacities to WEC and its subsidiaries, including WE, for the last three
fiscal years. The amounts shown in this and all subsequent tables in this
information statement are WEC consolidated compensation data. Consequently,
the information for 1992 and 1991 will differ from that reported previously,
which related only to services rendered to WE. The portion of time devoted by

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each officer to WE, as determined by the percent of time each officer worked
for WE versus the other affiliated companies, is as follows: Mr. Abdoo (79%),
Mr. Boston (98%), Mr. Gorske (88%), Mr. Remmel (79%) and Mr. Porter (90%).

SUMMARY COMPENSATION TABLE

Long-Term
Compensation
------------
Awards
Annual Compensation ------------
-------------------------------------- Securities
Other Annual Underlying All Other
Name and Principal Position (1) Year Salary Bonus Compensation Options/SARs Compensation
($) ($) ($) (2) (#) (3) ($) (2) (4)
- ------------------------------- ---- ------ ----- ------------ ------------ ------------

RICHARD A. ABDOO
Chairman of the Board 1993 450,000 122,000 0 22,500 15,170
and Chief Executive Officer 1992 429,167 59,500 3,153 0 12,875
1991 389,167 65,000 0

JOHN W. BOSTON
President and Chief 1993 262,000 56,000 0 0 8,876
Operating Officer 1992 247,667 33,900 3,067 0 7,430
1991 244,000 39,024 0

ROBERT H. GORSKE
Vice President and 1993 205,000 44,000 0 0 6,928
General Counsel 1992 196,500 20,000 3,067 0 5,895
1991 186,667 28,000 0

JERRY G. REMMEL
Senior Vice President 1993 190,000 41,000 0 0 6,406
1992 181,500 22,000 3,153 0 5,445
1991 166,667 23,333 0

DAVID K. PORTER
Senior Vice President 1993 185,000 20,000 0 6,500 6,242
1992 178,167 17,500 3,497 0 5,345
1991 162,000 25,920 0

(1) Principal position at WE during 1993 is listed; each of the named
executive officers also held positions with one or more of WE's affiliated
companies.

(2) In accordance with the transitional provisions applicable to the revised
rules on executive compensation disclosure adopted by the Securities and
Exchange Commission, amounts of "Other Annual Compensation" and "All Other
Compensation" are not presented for 1991.

(3) Grants in 1993 were in combination with contingent dividend awards, as
described in the table entitled "Long-Term Incentive Plans--Awards in Last
Fiscal Year".

(4) All Other Compensation for 1993 for Messrs. Abdoo, Boston, Gorske, Remmel
and Porter, respectively, includes: (i) employer matching of contributions by
each named executive into the MESP in the amounts of $4,497, $4,497, $4,497,
$4,182 and $4,497, respectively, (ii) "make whole" payments under the
Executive Deferred Compensation Plan with respect to matching in the MESP on
deferred salary or salary received but not otherwise eligible for matching in
the amounts of $9,003, $3,363, $1,653, $1,518 and $1,053, respectively, and
(iii) term life insurance premiums in the amounts of $1,670, $1,016, $778,
$706, and $692, respectively.

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In connection with the proposed 1993 Omnibus Stock Incentive Plan (the
"Plan"), which is subject to WEC stockholder approval at the May 11, 1994 WEC
annual meeting, the stock options and contingent dividend awards granted in
fiscal year 1993 to Messrs. Abdoo and Porter listed in the above table and as
set forth below shall be null and void should WEC stockholder approval not be
obtained.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

Individual Grants (1)
Percent of Value At Assumed
Number of Total Annual Rates of
Securities Options/SARs Exercise Stock Price
Underlying Granted to or Base Appreciation for
Options/SARs Employees in Price Expiration Option Term (2)
Name Granted(#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- ----------------- ------------ ------------ ------- ---------- ------ -------

Richard A. Abdoo 22,500 33.5% 27.375 12/14/03 387,360 981,646
John W. Boston 0 N/A N/A N/A N/A N/A
Robert H. Gorske 0 N/A N/A N/A N/A N/A
Jerry G. Remmel 0 N/A N/A N/A N/A N/A
David K. Porter 6,500 9.7% 27.375 12/14/03 111,904 283,587

N/A = Not Applicable

(1) Consists of incentive and non-qualified stock options to purchase shares
of WEC common stock granted pursuant to the 1993 Omnibus Stock Incentive Plan
on December 15, 1993. These options were granted with an equal number of
contingent dividend awards (as described in the table entitled "Long-Term
Incentive Plans--Awards in Last Fiscal Year"), have exercise prices equal to
the fair market value of the WEC shares on the date of grant and first become
exercisable on December 15, 1997, at which time they become fully exercisable.
Upon a "change in control" of WEC, as defined in the Plan, these options shall
become immediately exercisable. These options were granted for a term of ten
years, subject to earlier termination in certain events related to termination
of employment. In the discretion of the WEC compensation committee, the
exercise price may be paid by delivery of already owned shares and tax
withholding obligations related to exercise may be satisfied by withholding
shares otherwise deliverable upon exercise, subject to certain conditions.
Subject to the limitations of the Plan, the WEC compensation committee has the
power with the participant's consent to modify or waive the restrictions on
vesting of these options, to amend these options and to grant extensions or to
accelerate these options.

(2) The dollar amounts in these columns are the result of calculations at the
5% and 10% stock appreciation rates set by the Securities and Exchange
Commission and therefore do not forecast possible future appreciation, if any,
of WEC's common stock price. At the December 14, 2003 expiration date of the
options granted in 1993, the price of a share of WEC common stock would be
$44.59 at an assumed annual appreciation rate of 5% and $71.00 at an assumed
annual appreciation rate of 10%. Gains to all WEC stockholders of record at
year-end 1993 at those assumed annual appreciation rates would be
approximately $1.8 billion and $4.6 billion, respectively. The total
"Potential Realizable Value" for the named executive officers would represent
less than .03% of such gains.

No stock options other than those granted pursuant to the proposed 1993
Omnibus Stock Incentive Plan were outstanding in the last fiscal year.
Accordingly, no options were exercisable in 1993. The following table sets

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forth the number of options which were not exercisable and the value of such
options based upon the difference between the exercise price and the market
price of the underlying shares as of December 31, 1993.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES

Number of Securities Underlying Value of Unexercised In-the Money
Unexercised Options/SARs Options/SARs
at Fiscal Year-End at Fiscal Year-End
(#) ($)
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------

Richard A. Abdoo 0 22,500 0 2,813
John W. Boston N/A N/A N/A N/A
Robert H. Gorske N/A N/A N/A N/A
Jerry G. Remmel N/A N/A N/A N/A
David K. Porter 0 6,500 0 813

N/A = Not Applicable

The following table shows long-term incentive awards made during 1993:

LONG-TERM INCENTIVE PLANS--AWARDS
IN LAST FISCAL YEAR

Estimated Future
Performance Payouts Under
Number of or Other Non-Stock
Shares, Units Period Until Price-Based Plans
or Other Maturation Target
Name Rights (1) or Payout ($ or #) (2)
- ---- ---------- --------- ------------

Richard A. Abdoo 22,500 12/14/97 $129,465
John W. Boston 0 N/A N/A
Robert H. Gorske 0 N/A N/A
Jerry G. Remmel 0 N/A N/A
David K. Porter 6,500 12/14/97 $37,401

N/A = Not Applicable

(1) Consists of performance units awarded under the 1993 Omnibus Stock
Incentive Plan in combination with stock options (as described in the table
entitled "Option/SAR Grants in Last Fiscal Year" above). These performance
units, entirely in the form of contingent dividends, will be paid if total
shareholder return (appreciation in the value of WEC common stock plus
dividends) over a four year period ending December 14, 1997 equals or exceeds
the median return earned by the other companies included in an externally
defined peer group (the companies included in the Peer Group Index in the
Performance Graph section of WEC's proxy statement dated May 11, 1994), except
that there will be no payout if WEC's total shareholder return is negative
over the course of such period. If payable, each participant shall receive an
amount equal to the actual dividends paid on WEC common stock for the period
of December 15, 1993 through December 14, 1997 multiplied by the number of
performance units awarded to such participant.

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(2) Assumes, for purposes of illustration, 4% per year compound annual
dividend increase based on the current quarterly dividend rate for WEC common
stock.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Corporate Mission Statement

Wisconsin Electric Power Company (WE) is an electric utility whose principal
mission is being the energy supplier of choice in the region it serves while
providing earnings to support its financial goals. WE's core business is
generating, transmitting and distributing electric and steam energy to meet
the needs and wants of its customers and to assure the economic vitality of
the region. WE is committed to improving the quality of life in the area it
serves, to maintaining employee excellence and to providing a working
environment that encourages each employee to achieve superior results and
satisfaction.

Compensation Consultant

The Compensation Committee, comprised entirely of non-employee directors, has
retained Towers Perrin, a nationally recognized compensation consultant, to
work with it on matters relating to the administration and design of WE's
executive compensation program. The consultant reports directly to the
Committee. The consultant provided the Committee with direct access to
competitive information regarding pay levels and practices within the
industry, and the Compensation Committee's decisions regarding executive
compensation have been based, in part, on such information.

Philosophy & Objectives

The Board of Directors of WE strives to attract, retain and motivate a top-
caliber executive team. To that end, it is WE's intent to offer an industry-
competitive, performance-based executive compensation program.

The components of the program, as well as the opportunities offered through
the program, are designed to be competitive with practices at other
comparably-sized and situated electric utilities. In determining competitive
pay rates for WE's officer positions, the Committee relies primarily on an
analysis of compensation (including base salary, annual bonus and long-term
incentive grant values) for an externally defined peer group (i.e., the
companies included in the Peer Group Index in the Performance Graph section of
Wisconsin Energy Corporations's (WEC's) proxy statement dated May 11, 1994,)
(the "peer companies"). Data are collected and analyzed for these companies
from both recent proxy statements and from the Edison Electric Institute (EEI)
survey. The Committee relies secondarily on a broader analysis of utility
compensation rates. In this analysis, the Committee reviews compensation data
from the entire EEI database, adjusted appropriately for company size. While
the peer group is a carefully selected group of utilities of comparable size
and offering comparable services, the Committee does not believe these
companies to be the only direct competitors for WE's executive talent. The
Committee reviews both peer group specific and broader industry pay practices
to be fully informed of industry compensation levels. The Committee does not
mathematically average the data from the two analyses but, rather, considers
them as separate reads of the external market. While base salaries provide
the basis for the executive compensation program, the Compensation Committee
believes that a substantial portion of the total compensation package should
be at risk, dependent on achievement of individual and corporate goals.
Successful achievement of these goals is critical to meeting WE's longer-term

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financial, authorized rate of return on equity and WEC shareholder return
goals. Accordingly, the annual incentive compensation program links a portion
of each executive's pay to the successful and timely completion of key
operational, safety, financial and customer satisfaction goals and the long-
term incentive compensation program specifically links a portion of each
executive's compensation to the achievement of the longer-term goals of WE,
including total return on shareholder equity. The long-term incentive plan,
designated the 1993 Omnibus Stock Incentive Plan (OSIP), was adopted by the WE
and WEC boards in 1993, subject to WEC stockholder approval at WEC's May 11,
1994 annual meeting.

The executive compensation program strikes a balance between offering fair and
reasonable fixed compensation (e.g., base salary tied to the executive's
skills and responsibilities), and variable compensation (e.g., annual
incentive compensation tied to the executive's and the company's results over
the most recent fiscal year and long-term incentive compensation tied to the
company's results over a longer designated period of time). If the OSIP is
approved by WEC stockholders, a greater portion of the executive's
compensation will be at risk; the Compensation Committee believes that placing
a greater proportion of executive compensation at risk will benefit WE. The
Compensation Committee expects total cash compensation (base salary + annual
incentive compensation) for executives to vary from year-to-year, based upon
WE's operating, safety, financial and customer satisfaction performance. In
line with WE's pay-for-performance philosophy, superior performance will yield
above-average compensation; likewise, below-average performance will yield
below-average compensation.

The Compensation Committee annually reviews the competitiveness of executive
base salary levels and annual and long-term incentive opportunities relative
to the external market. As described earlier, the Committee primarily
considers compensation practices at the peer companies, and secondarily
reviews broader industry pay practices. The Committee periodically conducts
an extensive review of peer group pay practices covering all elements of
compensation (base salary, annual incentive and longer-term incentives), and
is advised as to how these compensation practices differed from or were
similar to broader utility industry practices. As general business and
competitive factors dictate, the Compensation Committee recommends to the
Board of Directors for approval adjustments to the level of base salary and
incentive opportunities for executives. Periodically, the Compensation
Committee also reviews the design of the executive compensation program, to
make sure that it ties closely to WE's strategic goals and operating style,
and reflects prevailing industry compensation practices.

Program Components

The executive compensation program currently consists of base salary, annual
incentive compensation and long-term incentive compensation. Base salaries,
annual incentive targets and long-term incentive grant guidelines are targeted
at the 50th percentile of industry pay practices. As stated previously, the
Committee primarily considers compensation practices at the peer companies in
this review and has data presented to it from recent proxies and from the EEI
survey in this regard. The Committee also reviews broader industry data from
the entire EEI database, consisting of approximately 100 utilities, adjusted
appropriately for company size. The Committee reviews these data separately
and does not mathematically average or combine the various competitive
analyses. The Committee sets salaries, annual incentive targets and long-term
incentive grant guidelines in consideration of these data, and after direct
discussion with and recommendations from Towers Perrin, its consultant.

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In addition to external competitive data, base salaries are determined by
factors including individual performance and potential, changes in duties and
responsibilities, economic conditions in the utility service area, financial
success of WE (measured in terms of such factors as achievement of authorized
rate of return on equity and target earnings, customer satisfaction,
competitiveness of utility service rates and outlook for such rates in the
coming year, and changes in salary compensation for comparable jobs at other
utilities. The Committee weights these factors substantially equally.

WE provides annual incentive compensation pursuant to WEC's Short-Term
Performance Plan (STPP) which is administered by the WEC compensation
committee. Target annual incentive compensation awards for each individual
for 1993 ranged from 15% to 30% of base salary. Annual incentive payouts
under the plan are based upon the achievement of individual and specific
company-wide operating, safety, financial and customer satisfaction
objectives. Individual award payouts are permitted to range from 0% to 125%
of targeted amounts based on individual and team performance.

For 1993, the STPP financial performance goals for WE focused on achievement
of target earnings, while the 1993 STPP operational performance goals related
principally to:

*Total WEC shareholder return versus the peer companies
*Demand-side management including conservation and load management
*Energy production availability
*Customer satisfaction
*Operating and maintenance cost management
*Safety of nuclear operations

Under the STPP for 1993, the Compensation Committee awarded key employee
participants amounts ranging from 8% to 27% of base salary as calculated under
the formula for the STPP for each individual. This decision was based on (i)
the extent to which a variety of predetermined 1993 STPP corporate performance
goals were achieved (principally those enumerated above) and (ii) the extent
to which each STPP participant met his or her 1993 individual goals. The STPP
corporate performance goals are divided into two parts--60% operational and
40% financial (except that the weightings for the Chief Executive Officer
(CEO) are 60% financial and 40% operational, as the Compensation Committee
believes that the CEO has the primary responsibility for the financial success
of WE).

Under the OSIP, the Compensation Committee awarded long-term incentive
compensation in the form of stock options and performance dividend units to
certain key employees selected by the Compensation Committee. The
Compensation Committee and the Board of Directors have approved a table of
stock option and performance dividend unit grant guidelines for each of four
groups of OSIP participants. The grant guidelines range from 20,000 to 25,000
stock options and performance dividend units for the Chairman of the Board and
Chief Executive Officer to 1,000 to 1,500 of such options and units for
participating junior executives. The Compensation Committee determined, based
on its subjective evaluation of each participant, that the initial grant
should be made at the mid-point of the respective guideline range for each
participant. The Compensation Committee expects that the present guideline
range will be modified from time to time based on changing conditions in the
electric utility industry. As a condition of participation in the OSIP, each
participant must achieve specified WEC stock ownership targets. Several
officers who are nearing retirement, including named executive officers John
W. Boston, Robert H. Gorske and Jerry G. Remmel, will not participate in the
OSIP.

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Chief Executive Officer Compensation

Mr. Abdoo's WEC consolidated base salary for 1993 was $450,000, 79% of which
was paid by WE, and has been set by the Committee at approximately the 50th
percentile as compared to industry pay practices. His salary was also
adjusted to account for the factors listed in the Program Components section
of this report pertaining to base salaries; such factors were weighted
substantially equally. Mr. Abdoo's base salary has not been increased since
November 1992 because in 1993 it continued to approximate such 50th
percentile.

Mr. Abdoo is a designated participant in the STPP and the OSIP. With respect
to the STPP, for fiscal year 1993, the Compensation Committee awarded Mr.
Abdoo the annual incentive award set forth in the "Bonus" column of the
Summary Compensation Table. The award is 27% of Mr. Abdoo's consolidated base
salary which is within the Committee's target level of setting the annual
incentive compensation range between 15% and 30% of base salary. The award
was based upon WE's actual performance versus the specific company-wide
operational and financial performance goals cited above in the Program
Components section. Mr. Abdoo's award was also based on the degree to which
his 1993 individual goals were achieved. His principal goals related to
achieving a safe and effective operation of WE's Point Beach Nuclear Plant,
achieving a satisfactory earnings level for WE, and providing leadership to
ensure that WE operates in an environmentally responsible, community-minded
manner to improve the quality of life in the areas it serves. Mr. Abdoo's
award was principally determined by achievement of the company-wide goals and
was adjusted based on accomplishment of individual goals. The Committee
weighted the company-wide performance goals as cited above in the Program
Components section; individual goals were weighted substantially equally with
the exception of goals relating to financial performance, such as achievement
of authorized rate of return on equity and target earnings, which were
weighted somewhat higher.

With respect to the OSIP, in keeping with the Compensation Committee's
philosophy as stated above, Mr. Abdoo was awarded stock options and related
dividend performance units in 1993 as set forth in the "Long-Term Compensation
Awards" column of the Summary Compensation Table to specifically link a
portion of his compensation to the achievement of WE's longer-term goals. Mr.
Abdoo's award was set by the Committee at approximately the 50th percentile as
compared to industry grant practices. The award of dividend performance units
will be paid if total WEC shareholder return (appreciation in the value of WEC
common stock plus dividends) over a four year period ending December 14, 1997
equals or exceeds the median return earned by the peer companies, except that
there will be no payout if WEC's total shareholder return is negative over the
course of such period.

The Committee also applied subjective judgment in evaluating the relative
importance of the factors which were the basis for determining each component
of Mr. Abdoo's compensation (i.e., base salary, annual and long-term
incentives) to determine precisely his salary and awards.

Compensation of Other Named Executive Officers

The other four named executive officers each received merit increases during
the fiscal year ranging from approximately 4% to 6% of base salary on an
annualized basis. The Committee set such salaries at approximately the 50th
percentile as compared to industry pay practices. Each salary was also
adjusted to account for the factors listed in the Program Components section
of this report pertaining to base salaries; such factors were weighted
substantially equally.
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The other four named executive officers are designated participants in the
STPP. For fiscal year 1993, such officers received annual incentive awards as
set forth in the "Bonus" column of the Summary Compensation Table. Their
awards, which ranged between 11% and 22% of consolidated base salary, were
based upon criteria similar to those described for Mr. Abdoo's annual
incentive award. Each such award was principally determined by achievement of
the company-wide goals and was adjusted based on accomplishment of individual
goals. The Committee weighted the company-wide goals as cited above in the
Program Components section; individual goals were weighted substantially
equally with the exception of goals relating to financial performance, which
were weighted somewhat higher.

Of the other four named executive officers, only Mr. Porter is a participant
in the OSIP. Mr. Porter's long-term incentive compensation, awarded based
upon criteria similar to those described for Mr. Abdoo's long-term incentive
award, is reflected in the "Long-Term Compensation Awards" column of the
Summary Compensation Table. Mr. Porter's award was set by the Committee at
approximately the 50th percentile as compared to industry grant practices.

The Committee also applied subjective judgment in evaluating the relative
importance of the factors which were the basis for determining each component
of the named executive officers' compensation (i.e., base salary, annual and
long-term incentives) to determine precisely their respective salaries and
awards.

Compliance With New Tax Regulations Regarding Executive Compensation

Section 162(m) of the Internal Revenue Code, added by the Omnibus Budget
Reconciliation Act of 1993, generally disallows a tax deduction to public
companies for compensation over $1 million paid to the corporation's chief
executive officer and the other executive officers named in the Summary
Compensation Table. Qualifying performance-based compensation will not be
subject to the deduction limit if certain requirements are met. WE's
executive compensation program, as presently constructed, including the OSIP
being submitted for WEC shareholder approval, is not likely to generate non-
deductible compensation in excess of these limits. The Committee will
continue to review these evolving tax regulations as they apply to WE's
executive compensation program. It is the Committee's intent to preserve the
deductibility of executive compensation to the extent reasonably practicable
and to the extent consistent with its other compensation objectives.

Compensation Committee
----------------------
Morris W. Reid (chair)
John F. Bergstrom
Geneva B. Johnson
John L. Murray
Frederick P. Stratton, Jr.
Jon G. Udell

RETIREMENT PLANS

WEC's utility subsidiaries maintain separate retirement plans for management
employees, including executive officers. WE's executive officers participate
in the WE management employee retirement plan. The plans provide retirement
income based upon years of credited service and final average annual
compensation for the 36 highest consecutive months. The following table shows
the estimated annual pension benefits payable upon retirement to persons in
various compensation and years-of-service classifications:

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PENSION PLAN TABLE

Years of Service
Remuneration 15 20 25 30 35 40
- ------------ -- -- -- -- -- --
$50,000 $ 11,295 $ 15,060 $ 18,825 $ 22,590 $ 24,754 $ 26,918
100,000 24,233 32,311 40,389 48,467 53,068 57,670
150,000 37,172 49,562 61,953 74,344 81,383 88,422
200,000 50,108 66,811 83,514 100,217 109,693 119,170
250,000 63,045 84,060 105,075 126,090 138,004 149,918
300,000 75,983 101,311 126,639 151,967 166,318 180,670
400,000 101,858 135,811 169,764 203,717 222,943 242,170
500,000 127,733 170,311 212,889 255,467 279,568 303,670
600,000 153,608 204,811 256,014 307,217 336,193 365,170
700,000 179,483 239,311 299,139 358,967 392,818 426,670

The compensation for the individuals listed in the Summary Compensation Table
in the columns labeled "Salary", "Bonus" and "All Other Compensation" is
virtually equivalent to the compensation considered for purposes of the
retirement plans and the various supplemental plans. Messrs. Abdoo, Boston,
Gorske, Remmel and Porter currently have 18, 11, 25, 39 and 24 credited years
of service, respectively. Credited years of service under the retirement
plans for certain individuals may be fewer than years of service with the
companies as reported in the attached Annual Report to Stockholders.
Retirement benefits are not subject to any deduction for Social Security or
other offset since they are computed using a step-rate formula which provides
a Social Security integrated benefit based upon percentages of the average of
the participant's highest 36 consecutive months of compensation for up to 30
years of credited service with additional (lower) percentages of compensation
in excess of 30 years up to a maximum of 10 years. The Supplemental Executive
Retirement Plan (described below) provides designated participants a "make
whole" benefit equal to any decrease in pension which may have resulted when
the retirement plans adopted the step-rate formula. Such "make whole" benefit
will be paid as a pension supplement out of general corporate assets.

Designated elected officers of WEC and the utility subsidiaries, including WE,
participate in the Supplemental Executive Retirement Plan (SERP). The SERP
provides a supplemental pension benefit to participants, which will be paid
out of corporate assets, equal to the difference between the actual pension
benefit payable under the management employee retirement plan and what such
pension benefit would be if calculated without regard to any limitation
imposed by the Internal Revenue Code on pension benefits or covered
compensation. The SERP also heretofore provided for monthly payments of
benefits for a period of ten years to the participant after retirement or to
his/her beneficiaries in the event of the participant's death equal to 12.5%
(25% upon death of the participant) of the average of the participant's
highest 36 consecutive months of compensation from the employing company. No
such payments are made until after the retirement or death of the participant.
Effective January 1, 1994 this SERP benefit will be calculated so as to
provide participants instead with a lifetime annuity, estimated to amount to
between 8% and 10% of final average compensation depending on which pension
payment option is selected, that is actuarially equivalent to the value of the
benefit as described above.

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WEC has entered into an agreement with Mr. Abdoo and WE has entered into
agreements with Messrs. Boston and Gorske, who cannot accumulate by normal
retirement age the maximum number of years of credited service under the
management employee retirement plans. According to these agreements, Messrs.
Abdoo, Boston and Gorske at retirement will receive supplemental retirement
payments which will make their total retirement benefits at age 60 or older
substantially the same as those payable to employees who are in the same
compensation bracket and who became plan participants at the age of 25. On
October 27, 1993, resolutions were adopted authorizing amendments to these
agreements, the SERP and the Executive Deferred Compensation Plan to provide
for establishment of a grantor trust to fund such agreements and plans and to
provide for optional lump sum payments and, in the instance of a change in
control, mandatory lump sum payouts without regard to whether the executive's
employment has terminated. In each case, the interest rate benchmark formula
for calculating the lump sum amount is the five-year U. S. Treasury Security
yield as of the last business day of the month prior to date of payment.

AVAILABILITY OF FORM 10-K

THE WISCONSIN ELECTRIC POWER COMPANY FORM 10-K REPORT FOR 1993 TO THE
SECURITIES AND EXCHANGE COMMISSION IS AVAILABLE AT NO COST BY WRITING TO WE'S
SECRETARY, ANN MARIE BRADY, 231 WEST MICHIGAN STREET, P.O. BOX 2046,
MILWAUKEE, WISCONSIN 53201.