SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             _______________________

                                    FORM 8-K


                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                             _______________________


               Date of Report
               (Date of earliest
               event reported):    June 10, 1998


                     Wisconsin Power and Light Company                
             (Exact name of registrant as specified in its charter)


     Wisconsin                        0-337                    39-0714890    
   (State or other              (Commission File             (IRS Employer   
   jurisdiction of                   Number)              Identification No.)
   incorporation)


                222 West Washington Avenue, Madison, Wisconsin 53703      
          (Address of principal executive offices, including zip code)


                                 (608) 252-3311          
                         (Registrant's telephone number)


   

   Item 5.     Other Events.

          On June 10, 1998, Wisconsin Power and Light Company ("WP&L")
   announced a preliminary agreement relating to the replacement of the steam
   generators at the Kewaunee Nuclear Power Plant ("Kewaunee") and the 
   transfer by Madison Gas & Electric Company ("MG&E") of its interest in
   Kewaunee.  A copy of the press release issued announcing the preliminary
   agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

          Pursuant to the preliminary agreement, MG&E will transfer its 17.8%
   interest in Kewaunee to Wisconsin Public Service Corporation ("WPSC") in
   exchange for an interest in a natural gas-fired combustion turbine
   generating plant owned by WPSC.  Following the ownership transfer, WPSC
   will own a 59% interest in Kewaunee.  WP&L's interest in Kewaunee will
   remain at 41%.  Under the preliminary agreement, and following the
   ownership transfer, the steam generators at Kewaunee will be replaced at
   an estimated cost of approximately $90 million.  WP&L's share of such cost
   is expected to be approximately $37 million.

          The preliminary agreement is subject to (i) approval of the Board
   of Directors of each company, (ii) the parties reaching agreement on final
   purchased power arrangements and on amendments to the joint operating
   agreement, and (iii) approval by the Nuclear Regulatory Commission of the
   transfer of the ownership interest in Kewaunee.  The agreement between
   WP&L and WPSC to replace the steam generators also remains subject to
   Public Service Commission of Wisconsin approval of the regulatory and
   ratemaking accounting treatment requested by the companies as well as the
   transfer of MG&E's ownership interest in Kewaunee.  If the requisite
   approvals are obtained, it is expected that the ownership transfer and
   steam generator replacement would begin in the spring of 2000.

          This Current Report on Form 8-K includes forward-looking
   statements.  These forward-looking statements can be identified as such
   because the statements include words or phrases such as "estimated" or "it
   is expected" or words of similar import.  Similarly, statements that
   describe future plans are also forward-looking statements.  Such
   statements are subject to certain risks and uncertainties which could
   cause actual results to differ materially from those currently
   anticipated.  Factors which could affect actual results include
   unanticipated events impacting regulatory approval of the preliminary
   agreement described above and unexpected costs or unanticipated
   difficulties associated with the replacement of the steam generators at
   Kewaunee.  These factors should be considered in evaluating the forward-
   looking statements, and undue reliance should not be placed on such
   statements.  The forward-looking statements included herein are made as of
   the date hereof and WP&L undertakes no obligation to update publicly such
   statements to reflect subsequent events or circumstances.

   Item 7.     Financial Statements and Exhibits.

          (a)  Not applicable

          (b)  Not applicable

          (c)  Exhibits.

               The exhibit listed in the accompanying Exhibit Index is
               filed as part of this Current Report on Form 8-K.

   

                                   SIGNATURES


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


                                   WISCONSIN POWER AND LIGHT COMPANY


   Date:  June 18, 1998.           By:  /s/ Erroll B. Davis, Jr. 
                                        Erroll B. Davis, Jr.
                                        Chief Executive Officer

   

                        WISCONSIN POWER AND LIGHT COMPANY

                            EXHIBIT INDEX TO FORM 8-K
                               Dated June 10, 1998

   Exhibit
     No.  

   (99.1)      Press release, dated June 10, 1998, announcing a
               preliminary agreement relating to the replacement
               of the steam generators at the Kewaunee Nuclear
               Power Plant ("Kewaunee") and the transfer by
               Madison Gas & Electric Company of its interest in
               Kewaunee