<PAGE>

                                                      Registration No. 333-_____

     As filed with the Securities and Exchange Commission on July 18, 2001

================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                              __________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              __________________

                         WISCONSIN ENERGY CORPORATION
            (Exact name of registrant as specified in its charter)

                     WISCONSIN                           39-1391525
          (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)               Identification No.)


                           231 West Michigan Street
                                P. O. Box 2949
                          Milwaukee, Wisconsin  53201
             (Address of principal executive offices)  (Zip Code)
                              __________________

                 1993 Omnibus Stock Incentive Plan, as Amended
                           (Full title of the plan)
                              ___________________

                                 JEFFREY WEST
                                   Treasurer
                         Wisconsin Energy Corporation
                           231 West Michigan Street
                                 P.O. Box 2949
                          Milwaukee, Wisconsin 53201
                    (Name and address of agent for service)

                                (414) 221-2345
         (Telephone number, including area code, of agent for service)

                                   Copy to:
                               BRUCE C. DAVIDSON
                              Quarles & Brady LLP
                           411 East Wisconsin Avenue
                          Milwaukee, Wisconsin 53202
                                (414) 277-5000

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================

Title of Securities                      Proposed Maximum     Proposed Maximum
       to be           Amount to be       Offering Price     Aggregate Offering       Amount of
  Registered (1)      Registered (1)        Per Share            Price (2)         Registration Fee
--------------------------------------------------------------------------------------------------------
<S>                 <C>                  <C>                 <C>                   <C>
Common Stock,
$.01 par value      16,000,000 shares          (2)              $370,544,781         $92,636.20

========================================================================================================
</TABLE>

(1)  The 1993 Omnibus Stock Incentive Plan, as amended (the "Plan"), provides
     for adjustment of the number of shares issuable thereunder in the event of
     certain changes affecting the registrant's common stock.  This registration
     statement therefore covers, in addition to the above stated 16,000,000
     shares, which were added to the Plan by amendments approved by the
     stockholders on May 2, 2001, an indeterminate number of shares that may
     become subject to the Plan by means of any such adjustment.  The shares
     covered by the Plan may be issued upon the exercise of stock options or
     stock appreciation rights granted, or pursuant to stock awards made, in
     accordance with the terms of the Plan.  Subject to adjustment as referred
     to above, a total of 20,000,000 shares have been reserved for issuance
     pursuant to the Plan.  As described below, 4,000,000 of such shares were
     registered by earlier registration statements.

(2)  Pursuant to Rule 457(h), estimated solely for the purpose of computing the
     registration fee, at the statutory rate of .000250 of the aggregate
     offering price, based upon (i) the aggregate exercise price
     ($18,639,146.53) for the 857,761 shares underlying options granted on May
     1, 2001 at an exercise price of $21.73 per share (subject to the
     stockholder approval of the Plan amendments that was obtained on May 2,
     2001): and (ii) as to the remaining 15,142,239 shares registered hereby,
     for which options have not yet been granted, $23.24 per share, which is
     the average of the high and low sales prices of the registrant's common
     stock on the New York Stock Exchange Composite Tape on July 16, 2001 (a
4     total of $351,905,634.36) In accordance with the terms of the Plan, the
     offering price for shares of the registrant's common stock covered by an
     option shall not be less than 100% of the fair market value of such stock
     on the date the option is granted.

                                 *  *  *  *  *

     This registration statement registers additional securities relating to the
employee benefit plan described herein, for which an earlier registration
statement on Form S-8 (Registration No. 33-65225) filed on December 21, 1995,
registering 1,250,000 shares, and an earlier registration statement on Form S-8
(Registration No. 333-41104) filed on July 10, 2000, registering 2,750,000
shares, are and shall remain effective until all of the respective shares
registered thereby are sold.  For this registration statement, the registrant
has elected not to rely upon General Instruction E to Form S-8, which permits
the filing of an abbreviated registration statement for the registration of
additional securities for an employee benefit plan for which an earlier S-8
registration is effective. Instead, this registration statement responds to all
applicable items of Form S-8.

================================================================================
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Information specified in Part I of Form S-8 (Items 1 and 2) will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents filed by Wisconsin Energy Corporation (the
"registrant") (Commission File No. 001-09057) with the Securities and Exchange
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 are incorporated herein by reference:

        .    Annual Report on Form 10-K for the fiscal year ended December 31,
             2000.

        .    Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.

        .    Current Reports on Form 8-K filed March 2, 2001, March 15, 2001,
             June 1, 2001 and June 7, 2001.

        .    Description of the registrant's common stock contained in the
             registrant's Current Report on Form 8-K dated September 1, 1999,
             which updates and supersedes the description of the common stock
             incorporated by reference in the registrant's Registration
             Statement on Form 8-B dated January 7, 1987, as previously updated
             by the Registrant's Current Report on Form 8-K dated October 31,
             1991; and any future amendment or report filed for the purpose of
             updating such description.

        All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.

        Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

Item 4. Description of Securities.

        Not applicable.  See fourth bullet point in Item 3 above.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        Wisconsin Energy is incorporated under the Wisconsin Business
Corporation Law (the "WBCL").

                                      -1-
<PAGE>

        Under Section 180.0851(1) of the WBCL, Wisconsin Energy is required to
indemnify a director or officer, to the extent such person is successful on the
merits or otherwise in the defense of a proceeding, for all reasonable expenses
incurred in the proceeding if such person was a party because he or she was a
director or officer of Wisconsin Energy.  In all other cases, Wisconsin Energy
is required by Section 180.0851(2) to indemnify a director or officer against
liability incurred in a proceeding to which such person was a party because he
or she was a director or officer of Wisconsin Energy, unless it is determined
that he or she breached or failed to perform a duty owed to Wisconsin Energy and
the breach or failure to perform constitutes:  (i) a willful failure to deal
fairly with Wisconsin Energy or its shareholders in connection with a matter in
which the director or officer has a material conflict of interest; (ii) a
violation of criminal law, unless the director or officer had reasonable cause
to believe his or her conduct was lawful or no reasonable cause to believe his
or her conduct was unlawful; (iii) a transaction from which the director or
officer derived an improper personal profit; or (iv) willful misconduct.
Section 180.0858(1) provides that, subject to certain limitations, the mandatory
indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under Wisconsin Energy's Restated Articles of Incorporation, Bylaws, any written
agreement or a resolution of the Board of Directors or shareholders.

        Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL, for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.

        Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.

        Under Section 180.0833 of the WBCL, directors of Wisconsin Energy
against whom claims are asserted with respect to the declaration of improper
dividends or distributions to shareholders or certain other improper acts which
they approved are entitled to contribution from other directors who approved
such actions and from shareholders who knowingly accepted an improper dividend
or distribution, as provided therein.

        Articles V and VI of Wisconsin Energy's Bylaws provide that Wisconsin
Energy will indemnify to the fullest extent permitted by law any person who is
or was a party or threatened to be made a party to any legal proceeding by
reason of the fact that such person is or was a director or officer of Wisconsin
Energy, or is or was serving at the request of Wisconsin Energy as a director or
officer of another enterprise, against expenses (including attorney fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such legal proceeding.  Wisconsin Energy's
Restated Articles of Incorporation and Bylaws do not limit the indemnification
to which directors and officers are entitled under the WBCL.

        Officers and directors of Wisconsin Energy are covered by insurance
policies purchased by Wisconsin Energy under which they are insured (subject to
exceptions and limitations specified in the policies) against expenses and
liabilities arising out of actions, suits or proceedings to which they are
parties by reason of being or having been such directors or officers.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        See Exhibit Index following the Signatures page(s) in this registration
statement, which Exhibit Index is incorporated herein by reference.

                                      -2-
<PAGE>

Item 9. Undertakings.

        (a) The undersigned registrant hereby undertakes:

            (1)  To file, during any period in which offers or sales are being
                 made, a post-effective amendment to this registration
                 statement:

                 (i)   To include any prospectus required by Section 10(a)(3) of
                       the Securities Act of 1933;

                 (ii)  To reflect in the prospectus any facts or events arising
                       after the effective date of the registration statement
                       (or the most recent post-effective amendment thereof)
                       which, individually or in the aggregate, represent a
                       fundamental change in the information set forth in the
                       registration statement. Notwithstanding the foregoing,
                       any increase or decrease in volume of securities offered
                       (if the total dollar value of securities offered would
                       not exceed that which was registered) and any deviation
                       from the low or high end of the estimated maximum
                       offering range may be reflected in the form of prospectus
                       filed with the Commission pursuant to Rule 424(b) if, in
                       the aggregate, the changes in volume and price represent
                       no more than a 20% change in the maximum aggregate
                       offering price set forth in the "Calculation of
                       Registration Fee" table in the effective registration
                       statement; and

                 (iii) To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
--------  -------
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

            (2)  That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

            (3)  To remove from registration by means of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 6 of
this registration statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled

                                      -3-
<PAGE>

by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                      -4-
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on July 18, 2001.

                                    WISCONSIN ENERGY CORPORATION


                                    By: /s/ RICHARD A. ABDOO
                                        ----------------------------------------
                                        Richard A. Abdoo, Chairman of the Board,
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes Richard A. Abdoo and
Paul Donovan, or either of them, as attorneys-in-fact with full power of
substitution, to execute in the name and on behalf of such person, individually,
and in each capacity stated below or otherwise, and to file, any and all
amendments to this registration statement.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.*

Signature and Title
-------------------

<TABLE>
<S>                                                <C>
           /s/ RICHARD A. ABDOO                               /s/ BARBARA L. BOWLES
-------------------------------------------        -------------------------------------------
 Richard A. Abdoo, Chairman of the Board,                  Barbara L. Bowles, Director
   President and Chief Executive Officer
(Principal Executive Officer and Director)                    /s/ ROBERT A. CORNOG
                                                   -------------------------------------------
             /s/ PAUL DONOVAN                              Robert A. Cornog, Director
-------------------------------------------
    Paul Donovan, Senior Vice President                        /s/ WILLIE D. DAVIS
        and Chief Financial Officer                -------------------------------------------
       (Principal Financial Officer)                        Willie D. Davis, Director

          /s/ STEPHEN P. DICKSON                              /s/ RICHARD R. GRIGG
-------------------------------------------        -------------------------------------------
      Stephen P. Dickson, Controller                       Richard R. Grigg, Director
      (Principal Accounting Officer)
                                                         /s/ FREDERICK P. STRATTON, JR.
            /s/ JOHN F. AHEARNE                    -------------------------------------------
-------------------------------------------           Frederick P. Stratton, Jr., Director
         John F. Ahearne, Director
                                                             /s/ GEORGE E. WARDEBERG
           /s/ JOHN F. BERGSTROM                   -------------------------------------------
-------------------------------------------               George E. Wardeberg, Director
        John F. Bergstrom, Director
</TABLE>


* Each of the above signatures is affixed as of July 18, 2001.

                                      S-1
<PAGE>

                         WISCONSIN ENERGY CORPORATION
                              (the "registrant")
                         Commission File No. 001-09057

                                 EXHIBIT INDEX
                                      TO
                          S-8 REGISTRATION STATEMENT



<TABLE>
<CAPTION>
                                                          Incorporated herein
Exhibit No.                  Description                    by reference to       Filed herewith
-----------                  -----------                    ---------------       --------------
<S>           <C>                                         <C>                     <C>
    4.1       Restated Articles of Incorporation of       Exhibit (3)-1 to the
              registrant                                  registrant's 6/30/95
                                                          10-Q

    4.2       Bylaws of registrant                        Exhibit 3.1 to the
                                                          registrant's 3/31/00
                                                          10-Q

    4.3       1993 Omnibus Stock Incentive Plan, as       Appendix A to the
              amended, approved by the stockholders at    registrant's
              the Annual Meeting of Stockholders held     definitive proxy
              on May 2, 2001, offering                    statement, filed
              performance-based incentives and other      March 20, 2001, for
              equity interests in Wisconsin Energy        its 2001 annual
              Corporation to directors, officers and      meeting of stockholders
              other key employees                         on May 2, 2001


    4.4       1998 revised forms of award agreements      Exhibit 10.11 to the
              under 1993 Omnibus Stock Incentive Plan,    registrant's 12/31/98
              as amended, for non-qualified stock         10-K
              option awards to non-employee directors,
              restricted stock awards, incentive stock
              option awards and non-qualified stock
              option awards

    4.5(a)    Updated form of Incentive Stock Option      Exhibit 10.1(a) to
              Agreement under 1993 Omnibus Stock          the registrant's
              Incentive Plan, as amended                  3/31/00 10-Q

    4.5(b)    Updated form of Non-Qualified Stock         Exhibit 10.1(b) to
              Option Agreement under 1993 Omnibus         the registrant's
              Stock Incentive Plan, as amended            3/31/00 10-Q

    5         Opinion of Quarles & Brady LLP as to the                                   X
              legality of the securities being
              registered (to the extent such
              securities may be original issuance or
              treasury shares as opposed to market
              purchase shares)

    23.1      Consent of PricewaterhouseCoopers LLP                                      X

    23.2      Consent of Quarles & Brady LLP                                        Contained in
                                                                                     Exhibit 5

    24        Power of Attorney                                                     Contained on
                                                                                  Signatures page
</TABLE>

                                     EI-1
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{"company-data": {"conformed-name": "WISCONSIN ENERGY CORP", "cik": "0000783325", "assigned-sic": "4931", "irs-number": "391391525", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65356", "film-number": "1683903"}, "business-address": {"street1": "231 W MICHIGAN ST", "street2": "P O BOX 2949", "city": "MILWAUKEE", "state": "WI", "zip": "53201", "phone": "4142212345"}, "mail-address": {"street1": "231 WEST MICHIGAN STREET", "street2": "P O BOX 2949", "city": "MILWAUKEE", "state": "WI", "zip": "53201"}}
Registration No. 333-_____

     As filed with the Securities and Exchange Commission on July 18, 2001

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                              __________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              __________________

                         WISCONSIN ENERGY CORPORATION
            (Exact name of registrant as specified in its charter)

                     WISCONSIN                           39-1391525
          (State or other jurisdiction of             (I.R.S. Employer
          incorporation or organization)               Identification No.)

                           231 West Michigan Street
                                P. O. Box 2949
                          Milwaukee, Wisconsin  53201
             (Address of principal executive offices)  (Zip Code)
                              __________________

                 1993 Omnibus Stock Incentive Plan, as Amended
                           (Full title of the plan)
                              ___________________

                                 JEFFREY WEST
                                   Treasurer
                         Wisconsin Energy Corporation
                           231 West Michigan Street
                                 P.O. Box 2949
                          Milwaukee, Wisconsin 53201
                    (Name and address of agent for service)

                                (414) 221-2345
         (Telephone number, including area code, of agent for service)

                                   Copy to:
                               BRUCE C. DAVIDSON
                              Quarles & Brady LLP
                           411 East Wisconsin Avenue
                          Milwaukee, Wisconsin 53202
                                (414) 277-5000

                        CALCULATION OF REGISTRATION FEE
========================================================================================================

Title of Securities                      Proposed Maximum     Proposed Maximum
       to be           Amount to be       Offering Price     Aggregate Offering       Amount of
  Registered (1)      Registered (1)        Per Share            Price (2)         Registration Fee
--------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value      16,000,000 shares          (2)              $370,544,781         $92,636.20

========================================================================================================
(1)  The 1993 Omnibus Stock Incentive Plan, as amended (the "Plan"), provides
     for adjustment of the number of shares issuable thereunder in the event of
     certain changes affecting the registrant's common stock.  This registration
     statement therefore covers, in addition to the above stated 16,000,000
     shares, which were added to the Plan by amendments approved by the
     stockholders on May 2, 2001, an indeterminate number of shares that may
     become subject to the Plan by means of any such adjustment.  The shares
     covered by the Plan may be issued upon the exercise of stock options or
     stock appreciation rights granted, or pursuant to stock awards made, in
     accordance with the terms of the Plan.  Subject to adjustment as referred
     to above, a total of 20,000,000 shares have been reserved for issuance
     pursuant to the Plan.  As described below, 4,000,000 of such shares were
     registered by earlier registration statements.

(2)  Pursuant to Rule 457(h), estimated solely for the purpose of computing the
     registration fee, at the statutory rate of .000250 of the aggregate
     offering price, based upon (i) the aggregate exercise price
     ($18,639,146.53) for the 857,761 shares underlying options granted on May
     1, 2001 at an exercise price of $21.73 per share (subject to the
     stockholder approval of the Plan amendments that was obtained on May 2,
     2001): and (ii) as to the remaining 15,142,239 shares registered hereby,
     for which options have not yet been granted, $23.24 per share, which is
     the average of the high and low sales prices of the registrant's common
     stock on the New York Stock Exchange Composite Tape on July 16, 2001 (a
4     total of $351,905,634.36) In accordance with the terms of the Plan, the
     offering price for shares of the registrant's common stock covered by an
     option shall not be less than 100% of the fair market value of such stock
     on the date the option is granted.

                                 *  *  *  *  *

     This registration statement registers additional securities relating to the
employee benefit plan described herein, for which an earlier registration
statement on Form S-8 (Registration No. 33-65225) filed on December 21, 1995,
registering 1,250,000 shares, and an earlier registration statement on Form S-8
(Registration No. 333-41104) filed on July 10, 2000, registering 2,750,000
shares, are and shall remain effective until all of the respective shares
registered thereby are sold.  For this registration statement, the registrant
has elected not to rely upon General Instruction E to Form S-8, which permits
the filing of an abbreviated registration statement for the registration of
additional securities for an employee benefit plan for which an earlier S-8
registration is effective. Instead, this registration statement responds to all
applicable items of Form S-8.

================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Information specified in Part I of Form S-8 (Items 1 and 2) will be sent
or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents filed by Wisconsin Energy Corporation (the
"registrant") (Commission File No. 001-09057) with the Securities and Exchange
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 are incorporated herein by reference:

        .    Annual Report on Form 10-K for the fiscal year ended December 31,
             2000.

        .    Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.

        .    Current Reports on Form 8-K filed March 2, 2001, March 15, 2001,
             June 1, 2001 and June 7, 2001.

        .    Description of the registrant's common stock contained in the
             registrant's Current Report on Form 8-K dated September 1, 1999,
             which updates and supersedes the description of the common stock
             incorporated by reference in the registrant's Registration
             Statement on Form 8-B dated January 7, 1987, as previously updated
             by the Registrant's Current Report on Form 8-K dated October 31,
             1991; and any future amendment or report filed for the purpose of
             updating such description.

        All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.

        Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

Item 4. Description of Securities.

        Not applicable.  See fourth bullet point in Item 3 above.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        Wisconsin Energy is incorporated under the Wisconsin Business
Corporation Law (the "WBCL").

                                      -1-
Under Section 180.0851(1) of the WBCL, Wisconsin Energy is required to
indemnify a director or officer, to the extent such person is successful on the
merits or otherwise in the defense of a proceeding, for all reasonable expenses
incurred in the proceeding if such person was a party because he or she was a
director or officer of Wisconsin Energy.  In all other cases, Wisconsin Energy
is required by Section 180.0851(2) to indemnify a director or officer against
liability incurred in a proceeding to which such person was a party because he
or she was a director or officer of Wisconsin Energy, unless it is determined
that he or she breached or failed to perform a duty owed to Wisconsin Energy and
the breach or failure to perform constitutes:  (i) a willful failure to deal
fairly with Wisconsin Energy or its shareholders in connection with a matter in
which the director or officer has a material conflict of interest; (ii) a
violation of criminal law, unless the director or officer had reasonable cause
to believe his or her conduct was lawful or no reasonable cause to believe his
or her conduct was unlawful; (iii) a transaction from which the director or
officer derived an improper personal profit; or (iv) willful misconduct.
Section 180.0858(1) provides that, subject to certain limitations, the mandatory
indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under Wisconsin Energy's Restated Articles of Incorporation, Bylaws, any written
agreement or a resolution of the Board of Directors or shareholders.

        Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL, for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale or purchase of securities.

        Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.

        Under Section 180.0833 of the WBCL, directors of Wisconsin Energy
against whom claims are asserted with respect to the declaration of improper
dividends or distributions to shareholders or certain other improper acts which
they approved are entitled to contribution from other directors who approved
such actions and from shareholders who knowingly accepted an improper dividend
or distribution, as provided therein.

        Articles V and VI of Wisconsin Energy's Bylaws provide that Wisconsin
Energy will indemnify to the fullest extent permitted by law any person who is
or was a party or threatened to be made a party to any legal proceeding by
reason of the fact that such person is or was a director or officer of Wisconsin
Energy, or is or was serving at the request of Wisconsin Energy as a director or
officer of another enterprise, against expenses (including attorney fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such legal proceeding.  Wisconsin Energy's
Restated Articles of Incorporation and Bylaws do not limit the indemnification
to which directors and officers are entitled under the WBCL.

        Officers and directors of Wisconsin Energy are covered by insurance
policies purchased by Wisconsin Energy under which they are insured (subject to
exceptions and limitations specified in the policies) against expenses and
liabilities arising out of actions, suits or proceedings to which they are
parties by reason of being or having been such directors or officers.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        See Exhibit Index following the Signatures page(s) in this registration
statement, which Exhibit Index is incorporated herein by reference.

                                      -2-
Item 9. Undertakings.

        (a) The undersigned registrant hereby undertakes:

            (1)  To file, during any period in which offers or sales are being
                 made, a post-effective amendment to this registration
                 statement:

                 (i)   To include any prospectus required by Section 10(a)(3) of
                       the Securities Act of 1933;

                 (ii)  To reflect in the prospectus any facts or events arising
                       after the effective date of the registration statement
                       (or the most recent post-effective amendment thereof)
                       which, individually or in the aggregate, represent a
                       fundamental change in the information set forth in the
                       registration statement. Notwithstanding the foregoing,
                       any increase or decrease in volume of securities offered
                       (if the total dollar value of securities offered would
                       not exceed that which was registered) and any deviation
                       from the low or high end of the estimated maximum
                       offering range may be reflected in the form of prospectus
                       filed with the Commission pursuant to Rule 424(b) if, in
                       the aggregate, the changes in volume and price represent
                       no more than a 20% change in the maximum aggregate
                       offering price set forth in the "Calculation of
                       Registration Fee" table in the effective registration
                       statement; and

                 (iii) To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
--------  -------
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

            (2)  That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

            (3)  To remove from registration by means of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 6 of
this registration statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled

                                      -3-
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                      -4-
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on July 18, 2001.

                                    WISCONSIN ENERGY CORPORATION

                                    By: /s/ RICHARD A. ABDOO
                                        ----------------------------------------
                                        Richard A. Abdoo, Chairman of the Board,
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes Richard A. Abdoo and
Paul Donovan, or either of them, as attorneys-in-fact with full power of
substitution, to execute in the name and on behalf of such person, individually,
and in each capacity stated below or otherwise, and to file, any and all
amendments to this registration statement.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.*

Signature and Title
-------------------
/s/ RICHARD A. ABDOO                               /s/ BARBARA L. BOWLES
-------------------------------------------        -------------------------------------------
 Richard A. Abdoo, Chairman of the Board,                  Barbara L. Bowles, Director
   President and Chief Executive Officer
(Principal Executive Officer and Director)                    /s/ ROBERT A. CORNOG
                                                   -------------------------------------------
             /s/ PAUL DONOVAN                              Robert A. Cornog, Director
-------------------------------------------
    Paul Donovan, Senior Vice President                        /s/ WILLIE D. DAVIS
        and Chief Financial Officer                -------------------------------------------
       (Principal Financial Officer)                        Willie D. Davis, Director

          /s/ STEPHEN P. DICKSON                              /s/ RICHARD R. GRIGG
-------------------------------------------        -------------------------------------------
      Stephen P. Dickson, Controller                       Richard R. Grigg, Director
      (Principal Accounting Officer)
                                                         /s/ FREDERICK P. STRATTON, JR.
            /s/ JOHN F. AHEARNE                    -------------------------------------------
-------------------------------------------           Frederick P. Stratton, Jr., Director
         John F. Ahearne, Director
                                                             /s/ GEORGE E. WARDEBERG
           /s/ JOHN F. BERGSTROM                   -------------------------------------------
-------------------------------------------               George E. Wardeberg, Director
        John F. Bergstrom, Director
* Each of the above signatures is affixed as of July 18, 2001.

                                      S-1
WISCONSIN ENERGY CORPORATION
                              (the "registrant")
                         Commission File No. 001-09057

                                 EXHIBIT INDEX
                                      TO
                          S-8 REGISTRATION STATEMENT
Incorporated herein
Exhibit No.                  Description                    by reference to       Filed herewith
-----------                  -----------                    ---------------       --------------
4.1       Restated Articles of Incorporation of       Exhibit (3)-1 to the
              registrant                                  registrant's 6/30/95
                                                          10-Q

    4.2       Bylaws of registrant                        Exhibit 3.1 to the
                                                          registrant's 3/31/00
                                                          10-Q

    4.3       1993 Omnibus Stock Incentive Plan, as       Appendix A to the
              amended, approved by the stockholders at    registrant's
              the Annual Meeting of Stockholders held     definitive proxy
              on May 2, 2001, offering                    statement, filed
              performance-based incentives and other      March 20, 2001, for
              equity interests in Wisconsin Energy        its 2001 annual
              Corporation to directors, officers and      meeting of stockholders
              other key employees                         on May 2, 2001

    4.4       1998 revised forms of award agreements      Exhibit 10.11 to the
              under 1993 Omnibus Stock Incentive Plan,    registrant's 12/31/98
              as amended, for non-qualified stock         10-K
              option awards to non-employee directors,
              restricted stock awards, incentive stock
              option awards and non-qualified stock
              option awards

    4.5(a)    Updated form of Incentive Stock Option      Exhibit 10.1(a) to
              Agreement under 1993 Omnibus Stock          the registrant's
              Incentive Plan, as amended                  3/31/00 10-Q

    4.5(b)    Updated form of Non-Qualified Stock         Exhibit 10.1(b) to
              Option Agreement under 1993 Omnibus         the registrant's
              Stock Incentive Plan, as amended            3/31/00 10-Q

    5         Opinion of Quarles & Brady LLP as to the                                   X
              legality of the securities being
              registered (to the extent such
              securities may be original issuance or
              treasury shares as opposed to market
              purchase shares)

    23.1      Consent of PricewaterhouseCoopers LLP                                      X

    23.2      Consent of Quarles & Brady LLP                                        Contained in
                                                                                     Exhibit 5

    24        Power of Attorney                                                     Contained on
                                                                                  Signatures page
EI-1