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
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Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
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X Definitive information statement
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WISCONSIN ELECTRIC POWER COMPANY
(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

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

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

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___ Fee paid previously with preliminary materials.

___ 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 W. Michigan
P.O. Box 2046
Milwaukee, WI 53201-2046 (414) 221-2345

April 21, 1995

Dear Stockholder:

Wisconsin Electric Power Company will hold its annual meeting of stockholders
at 9:00 a.m. on Tuesday, May 16, 1995 at the Public Service Building Annex,
333 West Everett Street, Milwaukee, Wisconsin. We are not soliciting proxies
for this meeting, as over 99% of Wisconsin Electric's voting stock is owned,
and will be voted, by its parent company, Wisconsin Energy Corporation. If
you wish, you may 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 17, 1995 at
1:30 p.m. The Wisconsin Energy meeting will be held at the Bradley Center,
1001 North Fourth Street, in downtown Milwaukee. 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. If
you have any questions about the material presented or would like a copy of
the Wisconsin Energy Corporation annual report, please call our toll-free
Stockholder Hotline at 1-800-558-9663.

Sincerely,

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

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

A subsidiary of Wisconsin Energy Corporation

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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

April 21, 1995

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 Annex, 333 West Everett Street, Milwaukee,
Wisconsin, on Tuesday, May 16, 1995, at 9:00 a.m., for the following purposes:

1. To elect a Board of Directors to hold office until the 1996 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 10, 1995 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

This information statement is being furnished to stockholders beginning on or
about April 21, 1995 in connection with the annual meeting of stockholders of
Wisconsin Electric Power Company ("WE") to be held on May 16, 1995, at WE's
Public Service Building Annex, 333 West Everett 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 10, 1995, WE had outstanding 44,508 shares of Six Per Cent.
Preferred Stock; 260,000 shares of $100 par value 3.60% Serial Preferred
Stock; 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 10, 1995 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 over 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 LLP 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 17, 1995 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 1994 the Board held nine meetings. None of the incumbent directors
attended less than 84% of the total number of meetings of the Board and the
committees on which they served.

Effective July 1, 1994, the Board of Directors elected Richard R. Grigg, Jr.,
President and Chief Operating Officer of WE, a director of WE to fill the
vacancy created by the retirement on June 30, 1994 of Robert H. Gorske. Also,
effective November 1, 1994, the Board of Directors increased the size of the
Board to thirteen members and elected John F. Ahearne, Executive Director of
Sigma Xi, The Scientific Research Society and former chairman of the Nuclear
Regulatory Commission, as a director. Both directors were elected to serve
until the 1995 Annual Meeting and until they are reelected or their respective
successors are duly elected and qualified. In addition, Director Reid,
pursuant to the Directors' Retirement Policy, is required to retire effective
on the date of the 1995 Annual Meeting and Director Murray, who previously
retired from his principal position as Chairman of the Board of Universal
Foods Corporation, has indicated his intention to retire as a director
effective with the end of his present term which expires at the 1995 Annual
Meeting. In view of these pending retirements, the Board has indicated that
it will decrease the size of the Board effective on the date of the 1995
Annual Meeting.

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 1994, 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. Directors Abdoo, Boston, Johnson,
Reid and Udell are regular members of the Executive Committee; all other
directors are alternate members. The Compensation Committee, which met four
times in 1994, 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. Directors Ahearne, Bergstrom, Cornog, Johnson, Murray,
Reid, Stratton and Udell are members of the Compensation Committee.

ELECTION OF DIRECTORS

At the 1995 annual meeting, there will be an election of eleven 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 may be selected by the WE Board of Directors.

Biographical information regarding each nominee is shown below. Ages are
shown as of December 31, 1994. Wisconsin Energy's principal subsidiaries are
WE and Wisconsin Natural Gas Company ("Wisconsin Natural").

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Information Concerning Nominees (For Terms Expiring in 1996)

RICHARD A. ABDOO. Age 50. Chairman of the Board and Chief Executive Officer
of WE and Wisconsin Natural since 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. Executive Vice President of WEC
from January 1990 to May 1991. Director of WE and Wisconsin Natural since
1989. Director of WEC since 1988. Director of Marshall & Ilsley Corporation,
M&I Marshall & Ilsley Bank, ARI Network Services, Inc., Blue Cross & Blue
Shield United of Wisconsin and United Wisconsin Services, Inc.

JOHN F. AHEARNE. Age 60. Executive Director of Sigma Xi, The Scientific
Research Society, an organization that provides grants to graduate students
and conducts national meetings on major scientific issues, since 1989.
Adjunct Scholar of Resources for the Future, an economic research, non-profit
institute, since 1993. Vice President and Senior Fellow of Resources for the
Future from 1984 to 1993. Commissioner of the United States Nuclear
Regulatory Commission from 1978 to 1983, serving as its Chairman from 1979 to
1981. Director of WEC and WE since 1994.

JOHN F. BERGSTROM. Age 48. President and Chief Executive Officer of
Bergstrom Corporation since 1974; Bergstrom Corporation owns and operates
fifteen 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 61. WEC Vice Chairman of the Board since January 1995.
President and Chief Operating Officer of WE from 1990 to 1994. Executive Vice
President and Chief Operating Officer of WE from January to June 1990.
President and Chief Operating Officer of Wisconsin Natural from April to
December 1994. Vice President of WEC from 1991 to 1994. Director of WE since
1988. Director of WEC since 1991. Director of Wisconsin Natural from March
to December 1994.

ROBERT A. CORNOG. Age 54. Chairman of the Board, President and Chief
Executive Officer of Snap-on Incorporated, 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 of WE since 1994. Director of WEC
since 1993. Director of Snap-on Incorporated and Johnson Controls, Inc.

RICHARD R. GRIGG, JR. Age 46. President and Chief Operating Officer of WE
and Wisconsin Natural and Vice President of WEC since January 1995. Group
Executive and Vice President of WE from June to December 1994. Vice President
of WE from 1990 to 1994. Director of WE since 1994. Director of Wisconsin
Natural since January 1995.

GENEVA B. JOHNSON. Age 65. Corporate Director. President and Chief
Executive Officer of Family Service America, an organization representing
private agencies in the United States and Canada that provide human service
programs, from 1983 to 1994. Director of WE and WEC since 1988. Director of
Firstar Bank Milwaukee, N.A.

DAVID K. PORTER. Age 51. Senior Vice President of WE and Vice President of
Wisconsin Natural since 1989. Director of WE since 1989. Director of
Wisconsin Natural since 1988.

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JERRY G. REMMEL. Age 63. 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. Director of WE since 1989. Director of
Wisconsin Natural since 1988.

FREDERICK P. STRATTON, JR. Age 55. Chairman and Chief Executive Officer of
Briggs & Stratton Corporation, a manufacturer of small gasoline engines, 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 59. Irwin Maier Professor of Business at the University of
Wisconsin-Madison since 1975. Co-Director of The Enterprise Center at the
University of Wisconsin-Madison, an educational organization devoted to
entrepreneurial management, since 1993. 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 (21 persons) do not
own any of WE's stock, but beneficially own 88,294 shares of common stock of
its parent company, Wisconsin Energy (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, 1995. 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 Stock Plus Investment
Plan and WE's Management Employee Savings Plan ("MESP").

Number Number
of of
Name Shares Name Shares
-------------------- ------ ------------------------- ------
Richard A. Abdoo 14,321 Geneva B. Johnson 2,167
John F. Ahearne 101 John L. Murray 3,000
John F. Bergstrom 3,000 David K. Porter 8,780
John W. Boston 4,803 Morris W. Reid 3,273
Francis Brzezinski 1,652 Jerry G. Remmel 6,416
Robert A. Cornog 1,000 Frederick P. Stratton, Jr. 5,300
Richard R. Grigg, Jr. 2,355 Jon G. Udell (1) 6,481
_______________

(1) Dr. Udell disclaims beneficial ownership of 2,936 of such shares.

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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
(3,121), Mr. Brzezinski (167), Mr. Stratton (3,300), Dr. Udell (2,936) and all
directors and executive officers as a group (12,398).

The preceding 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

During 1994, 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. Effective with the date of the 1994 Annual Meeting, non-employee
chairs of the committees of the Board received a quarterly chair retainer of
$1,250. 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. Such amounts will be paid out of the general corporate assets
or the grantor trust described under "Retirement Plans" in this information
statement. 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 will differ from that reported previously, which
related only to services rendered to WE. The portion of time devoted by each
officer to WE in 1994, 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. Remmel (70%), Mr. Porter (90%) and Mr. Brzezinski
(80%).

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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)
- ----------------------------------- ---- ------- ------- ------------ ------------ -------------

RICHARD A. ABDOO
Chairman of the Board and 1994 450,000 222,396 0 25,000 15,970
Chief Executive Officer 1993 450,000 122,000 0 22,500 15,170
1992 429,167 59,500 3,153 0 12,875
- ------------------------------------ ---- ------- ------- ------------ ------------ -------------
JOHN W. BOSTON
President and Chief 1994 320,000 98,246 0 0 11,005
Operating Officer 1993 262,000 56,000 0 0 8,876
1992 247,667 33,900 3,067 0 7,430
- ------------------------------------ ---- ------- ------- ------------ ------------ -------------
JERRY G. REMMEL
Chief Financial Officer 1994 215,000 66,009 0 0 7,481
1993 190,000 41,000 0 0 6,406
1992 181,500 22,000 3,153 0 5,445
- ------------------------------------ ---- ------- ------- ------------ ------------ -------------
DAVID K. PORTER
Senior Vice President 1994 190,000 58,333 0 3,000 6,695
1993 185,000 20,000 0 6,500 6,242
1992 178,167 17,500 3,497 0 5,345
- ------------------------------------ ---- ------- ------- ------------ ------------ -------------
FRANCIS BRZEZINSKI
Vice President-Bulk Power 1994 212,000 26,037 0 6,500 7,478
1993 206,167 22,500 0 6,500 7,058
1992 197,500 21,000 0 0 5,925
- ------------------------------------ ---- ------- ------- ------------ ------------ -------------

(1) Principal position at WE during 1994 is listed; each of the named
executive officers also held positions with one or more of WE's affiliated
companies.

(2) Grants in 1994 were in combination with contingent dividend awards, as
described in the table entitled "Long-Term Incentive Plans--Awards in Last
Fiscal Year".

(3) All Other Compensation for 1994 for Messrs. Abdoo, Boston, Remmel, Porter
and Brzezinski, respectively, includes: (i) employer matching of contributions
by each named executive into the MESP in the amount of $4,620 for each named
executive officer, (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
$8,880, $4,980, $1,830, $1,080 and $1,740, respectively, and (iii) term life
insurance premiums in the amounts of $2,470, $1,405, $1,031, $995 and $1,118,
respectively.

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OPTION/SAR GRANTS IN LAST FISCAL YEAR

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

Richard A. Abdoo 25,000 30.8% 26.813 12/13/04 421,564 1,068,325
John W. Boston 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 3,000 3.7% 26.813 12/13/04 50,588 128,199
Francis Brzezinski 6,500 8.0% 26.813 12/13/04 109,607 277,765

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
(the "OSIP") on December 14, 1994. 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 14, 1998, at which time they become fully
exercisable. Upon a "change in control" of WEC, as defined in the OSIP, or
upon retirement, permanent total disability or death of the option holder,
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 OSIP, 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 13, 2004 expiration date of the
options granted in 1994, the price of a share of WEC common stock would be
$43.68 at an assumed annual appreciation rate of 5% and $69.55 at an assumed
annual appreciation rate of 10%. Gains to all WEC stockholders of record at
year-end 1994 at those assumed annual appreciation rates would be
approximately $1.8 billion and $4.7 billion, respectively. The total
"Potential Realizable Value" for the named executive officers would represent
approximately .03% of such gains.

No stock options other than those granted pursuant to the OSIP were
outstanding in the last fiscal year. Since the earliest date outstanding
options previously granted under the OSIP become exercisable is December 15,
1997, no options were exercisable in 1994. The following table sets 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, 1994.

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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 47,500 0 0
John W. Boston N/A N/A N/A N/A
Jerry G. Remmel N/A N/A N/A N/A
David K. Porter 0 9,500 0 0
Francis Brzezinski 0 13,000 0 0

N/A = Not Applicable

The following table shows long-term incentive awards made during 1994:

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

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

Richard A. Abdoo 25,000 12/13/98 $150,000
John W. Boston 0 N/A N/A
Jerry G. Remmel 0 N/A N/A
David K. Porter 3,000 12/13/98 $18,000
Francis Brzezinski 6,500 12/13/98 $39,000

N/A = Not Applicable

(1) Consists of performance units awarded under the OSIP 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 reinvested dividends) over a four year
period ending December 13, 1998 equals or exceeds the median return earned by
the 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 for the 1995 WEC Annual Meeting), 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 14, 1994
through December 13, 1998 multiplied by the number of performance units
awarded to such participant. Upon a "change in control" of WEC, as defined in
the OSIP, this benefit shall immediately vest with all performance goals
deemed fully achieved.

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

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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, largely, 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 Corporation's ("WEC") proxy statement for the 1995 WEC Annual
Meeting, the "peer companies"). Data are collected and analyzed for these
companies from both recent proxy statements and from a survey conducted by the
Edison Electric Institute ("EEI"). 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 financial and WEC's 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,

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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 (the "OSIP"), was adopted by the WE and
WEC Boards in 1993 and was approved by WEC stockholders at WEC's annual
meeting held on May 11, 1994.

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). The Compensation
Committee believes that this program, which places a substantial portion of
executive compensation at risk, will benefit WE. The Compensation Committee
expects total cash compensation (base salary plus 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. 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.

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

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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 (the "STPP"), which is administered by the WEC compensation
committee. Target annual incentive compensation awards for each individual
for 1994 ranged from 15% to 45% 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 1994, the STPP financial performance goals for WE focused on achievement
of target earnings, while the 1994 STPP operational performance goals related
principally to:

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

Under the STPP for 1994, the Compensation Committee awarded key employee
participants amounts ranging from 12% to 49% 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 1994 STPP corporate
performance goals were achieved (principally those enumerated above) and (ii)
the extent to which each STPP participant met his or her 1994 individual
goals. The 1994 STPP corporate performance goals were divided into two parts-
- -60% operational and 40% financial (except that the weightings for the Chief
Executive Officer ("CEO") were 60% financial and 40% operational, as the
Compensation Committee believes that the CEO has the primary responsibility
for the financial success of WE).

In 1994, WEC's stockholders approved the OSIP which had been recommended by
Towers Perrin. The OSIP authorizes grants to be made to officers and other
key employees of WEC and its subsidiaries of performance-based incentives and
other equity interests of WEC in the form of one or any combination of the
following: stock options, stock appreciation rights, stock awards and
performance units. Initial awards were made under the OSIP for year 1993,
subject to the aforementioned stockholder approval. For 1994, OSIP awards in
the form of stock options and performance dividend units were made to certain
key employees selected by the Committee. The persons chosen to participate in
the OSIP are those officers and key employees who will be responsible for
leading WEC and its subsidiaries, including WE, into the 21st century. 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 presently 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 1994 grant
should be made at the mid-point of the respective guideline range for each
participant, except for that of the Chairman of the Board and Chief Executive
Officer whose 1994 grant was at the upper limit of his guideline range. 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

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participant must achieve specified WEC stock ownership targets as to the
minimum number of shares he/she shall acquire and own on a scheduled basis
over the next ten years. Several officers who are nearing retirement,
including named executive officers John W. Boston and Jerry G. Remmel, are not
participants in the OSIP.

Chief Executive Officer Compensation

Mr. Abdoo's WEC consolidated base salary for 1994 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
determined in consideration of 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 and 1994 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 1994, the Compensation Committee awarded Mr.
Abdoo the annual incentive award set forth in the "Bonus" column of the
Summary Compensation Table. The Committee established Mr. Abdoo's STPP target
award level at 45% of base salary for 1994, with such award being permitted to
range between 0% and 125% thereof, based on individual performance, as
described under the Program Components section of this report. The
Committee's evaluation of Mr. Abdoo's 1994 performance resulted in an award of
49% of his base salary for the year. 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 1994 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.

In determining Mr. Abdoo's STPP award, the Committee also considered his
exceptional performance in leading WE during a time of great change and
competitive challenges in the utility industry. Specifically, the committee
members reviewed the progress made during 1994 as part of WE's revitalization
program, an effort to transition WE to a leaner, more competitive business
enterprise, including (i) the identification and implementation of a new
management structure which will lead WE into the next century, (ii) his
leadership role and strong voice in influencing federal and state utility
restructuring regulation and legislation, (iii) WE's continued strong
financial reputation, (iv) the continued safe and low-cost operation of the
Point Beach Nuclear Plant, (v) the construction of a light-weight aggregate
facility at Oak Creek Power Plant, (vi) his leadership of management and
represented employees in guiding them to understand and provide assistance in
restructuring the way WE does business and (vii) the resulting numerous
process changes that will enable WE to become the low-cost energy provider in
the upper midwest region. 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.

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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 1994 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 shareholder return (appreciation in the value of WEC
common stock plus reinvested dividends) over a four year period ending
December 13, 1998 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 precisely determine his salary and awards.

Compensation of Other Named Executive Officers

The base salaries of the other four named executive officers are set forth in
the "Salary" column of the Summary Compensation Table. These officers
received increases during the fiscal year ranging from approximately 3% to 22%
of consolidated 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.

The other four named executive officers are designated participants in the
STPP. For fiscal year 1994, such officers received annual incentive awards as
set forth in the "Bonus" column of the Summary Compensation Table. Their
awards, which ranged between 12% and 31% of consolidated base salary, were
based upon criteria similar to those described for Mr. Abdoo's annual
incentive award, except that Mr. Brzezinski's award was based on criteria
relating 60% to the accomplishment of financial and operational goals
pertaining to WEC's nonutility subsidiaries and 40% to the accomplishment of
financial and operational goals of WE. 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 Messrs. Porter and Brzezinski
are participants in the OSIP. Their 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. Their awards were set 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.

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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, 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. Ahearne
John F. Bergstrom
Robert A. Cornog
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 table presented at
the end of this section shows the estimated annual pension benefits payable
upon retirement to persons in various compensation and years-of-service
classifications.

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,
Remmel, Porter and Brzezinski currently have 19, 12, 39, 25 and 5 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.

Designated elected officers of WEC and the utility subsidiaries, including WE,
participate in the Supplemental Executive Retirement Plan (the "SERP"). The
SERP provides monthly supplemental pension benefits to participants, which
will be paid out of corporate assets or the grantor trust described below as
follows: (a) an amount equal to the difference between the actual pension

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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, (b) an amount calculated so as to provide participants with a
supplemental lifetime annuity, estimated to amount to between 8% and 10% of
final average compensation depending on which pension payment option is
selected, and (c) an amount for certain participants 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 under the
prior benefit formula in effect on December 31, 1988. Except for a "change in
control" of WEC, as defined in the SERP, no such payments are made until after
the retirement or death of the participant.

WEC has entered into an agreement with Mr. Abdoo and WE has entered into an
agreement with Mr. Boston, each of whom 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 and
Boston 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 Note yield as of the last business day
of the month prior to date of payment. The WEC Executive Non-Qualified Trust
has been established and funded for this purpose.

PENSION PLAN TABLE

Years of Service
----------------------------------------------------------
Remuneration 15 20 25 30 35 40
- ------------ -------- -------- -------- -------- -------- --------
$ 50,000 $ 11,189 $ 14,918 $ 18,648 $ 22,378 $ 24,524 $ 26,670
100,000 24,125 32,167 40,209 48,251 52,834 57,418
150,000 37,064 49,418 61,773 74,128 81,149 88,170
200,000 50,000 66,667 83,334 100,001 109,459 118,918
250,000 62,937 83,916 104,895 125,874 137,770 149,665
300,000 75,875 101,167 126,459 151,751 166,084 180,418
400,000 101,750 135,667 169,584 203,501 222,709 241,918
500,000 127,625 170,167 212,709 255,251 279,334 303,418
600,000 153,500 204,667 255,834 307,001 335,959 364,918
700,000 179,375 239,167 298,959 358,751 392,584 426,418
800,000 205,250 273,667 342,084 410,501 449,209 487,918
900,000 231,125 308,167 385,209 462,251 505,834 549,418

AVAILABILITY OF FORM 10-K

THE WISCONSIN ELECTRIC POWER COMPANY FORM 10-K REPORT FOR 1994 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.