411 East Wisconsin Avenue
                           Milwaukee, Wisconsin 53202
                               (414) 277-5000          Facsimile: (414)-271-3552




                                February 4, 2002




Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

          Re:  Withdrawal of Wisconsin Energy Corporation Form U-1 (filed April
               20, 2001) and Form U-1/A (filed July 2, 2001), File No. 70-09881

     Wisconsin Energy Corporation ("WEC"), through its attorneys Quarles & Brady
LLP, hereby withdraws, and requests that the Securities and Exchange Commission
(the "Commission") hereafter treat and consider as withdrawn the following
filings previously made with the Commission by WEC:

          1.   Form U-1, filed April 20, 2001, respecting the proposed
               acquisition of securities of a public utility by WEC's
               wholly-owned subsidiary Wisconsin Electric Power Company.

          2.   Form U-1/A, filed July 2, 2001, respecting the proposed
               acquisition of securities of a public utility by WEC's
               wholly-owned subsidiary Wisconsin Electric Power Company.

                                       Sincerely,


                                       Quarles & Brady LLP