Registration No. 333-       
                                                                           
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                                   WICOR, Inc.
             (Exact name of registrant as specified in its charter)

             Wisconsin                               39-1346701
    (State or other jurisdiction                  (I.R.S. Employer 
   of incorporation or organization)             Identification No.)
                        
        626 East Wisconsin Avenue
         Milwaukee, Wisconsin                           53202
     (Address of principal executive offices)        (Zip Code)

                   WICOR, Inc. 1994 Long-Term Performance Plan
                            (Full title of the plan)

          George E. Wardeberg                           Copy to:
   Chairman and Chief Executive Officer
              WICOR, Inc.                           Jay O. Rothman
       626 East Wisconsin Avenue                    Foley & Lardner
      Milwaukee, Wisconsin  53202              777 East Wisconsin Avenue
             (414) 291-7026                    Milwaukee, Wisconsin 53202
(Name, address and telephone number,               (414) 271-2400
   including area code, of agent for 
   service)
                           __________________________

                         CALCULATION OF REGISTRATION FEE

                                       Proposed     Proposed
                                        Maximum     Maximum
        Title of          Amount      Offering    Aggregate        Amount of
     Securities to be      to be         Price     Offering      Registration
      Registered        Registered(1)  Per Share      Price          Fee

    Common Stock,                                       
      $1.00 par value, 
      with attached     925,000         $46.625   $43,128,125      $12,722.80
      Common Stock     shares and         (2)         (2)
      Purchase          rights
      Rights

   (1)      Each share of WICOR, Inc. Common Stock issued will have attached
            thereto one Common Stock Purchase Right.  

   (2)      Estimated pursuant to Rule 457(c) and (h) under the Securities
            Act of 1933, solely for the purpose of calculating the
            registration fee, based on the average of the high and low prices
            for WICOR, Inc. Common Stock on the New York Stock Exchange
            Composite Tape on April 28, 1998.  The value attributable to the
            Common Stock Purchase Rights is reflected in the price of the
            Common Stock.

                           ___________________________

            Pursuant to Rule 429 under the Securities Act of 1933, the
   Prospectus referred to herein also relates to the Registrant's Registration
   Statement on Form S-8 (Reg. No. 33-55755).

   <PAGE>

                                     PART I 

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents filed by WICOR, Inc. (the "Company"),
   are hereby incorporated herein by reference:

             1.   The Company's Annual Report on Form 10-K for the fiscal
   year ended December 31, 1997.

             2.   The Company's Quarterly Report on Form 10-Q for the quarter
   ended March 31, 1998.

             3.   The description of the Company's Common Stock contained in
   Item 1 of the Company's Registration Statement on Form 8-A, including any
   amendment or report filed for the purpose of updating such description.

             4.   The description of the Company's Common Stock Purchase
   Rights contained in Item 1 of the Company's Registration Statement on Form
   8-A, dated September 1, 1989, including any amendment or report filed for
   the purpose of updating such description.

             All documents subsequently filed by the Company or the Plan
   pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
   Act of 1934, as amended, after the date of filing of this Registration
   Statement and prior to such time as the Company files a post-effective
   amendment to this Registration Statement 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 in this Registration Statement and to be a part hereof from the
   date of filing of such documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             The validity of the securities being offered hereby will be
   passed on for the Company by Foley & Lardner, Milwaukee, Wisconsin.  Jere
   D. McGaffey, a partner in the firm of Foley & Lardner, is a director of
   the Company.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and the
   Company's By-laws, directors and officers of the Company are entitled to
   mandatory indemnification from the Company against certain liabilities and
   expenses (i) to the extent such officers or directors are successful in
   the defense of a proceeding and (ii) in proceedings in which the director
   or officer is not successful in defense thereof, unless it is determined
   that the director or officer breached or failed to perform his or her
   duties to the Company and such breach or failure constituted:  (a) a
   willful failure to deal fairly with the Company or its shareholders in
   connection with a matter in which the director or officer had a material
   conflict of interest; (b) a violation of the criminal law unless the
   director or officer had reasonable cause to believe his or her conduct was
   lawful or had no reasonable cause to believe his or her conduct was
   unlawful; (c) a transaction from which the director or officer derived an
   improper personal profit; or (d) willful misconduct.  It should be noted
   that the Wisconsin Business Corporation Law specifically states that it is
   the public policy of Wisconsin to require or permit indemnification in
   connection with a proceeding involving securities regulation, as described
   therein, to the extent required or permitted as described above. 
   Additionally, under the Wisconsin Business Corporation Law, directors of
   the Company are not subject to personal liability to the Company, its
   shareholders or any person asserting rights on behalf thereof for certain
   breaches or failures to perform any duty resulting solely from their
   status as directors except in circumstances paralleling those in
   subparagraphs (a) through (d) outlined above.

             Expenses for the defense of any action for which indemnification
   may be available may be advanced by the Company under certain
   circumstances.

             The indemnification provided by the Wisconsin Business
   Corporation Law and the Company's By-laws is not exclusive of any other
   rights to which a director or officer may be entitled.

             The Company maintains a liability insurance policy for its
   directors and officers as permitted by Wisconsin law which may extend to,
   among other things, liability arising under the Securities Act of 1933, as
   amended.

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:

    Exhibit No.                         Exhibit


    (4.1)              WICOR, Inc. 1994 Long-Term Performance Plan,
                       as amended to date.

    (4.2)              Form of Nonstatutory Stock Option Agreement
                       for use in connection with the WICOR, Inc.
                       1994 Long-Term Performance Plan
                       (incorporated by references to Exhibit 4.2
                       to the registrant's Registration Statement
                       on Form S-8 (Reg. No. 33-55755)).

    (4.3)              Form of Restricted Stock Agreement for use
                       in connection with the WICOR, Inc. 1994
                       Long-Term Performance Plan (incorporated by
                       reference to Exhibit 4.3 to the registrant's
                       Registration Statement on Form S-8 (Reg. No.
                       33-55755)).

    (4.4)              Restated Articles of Incorporation of WICOR,
                       Inc., as amended (incorporated by reference
                       to Exhibit 3.1 to the registrant's Annual
                       Report on Form 10-K for the year ended
                       December 31, 1992).

    (4.5)              Rights Agreement, dated as of August 29,
                       1989, between WICOR, Inc. and Manufacturers
                       Hanover Trust Company (n/k/a Chemical Bank)
                       (incorporated by reference to Exhibit 4 to
                       the registrant's Current Report on Form 8-K,
                       dated as of August 29, 1989).

    (5)                Opinion of Foley & Lardner.

    (23.1)             Consent of Arthur Andersen LLP.

    (23.2)             Consent of Foley & Lardner (contained in
                       Exhibit 5 hereto).

    (24)               Power of Attorney (included on the signature
                       page to this Registration Statement).

   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 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.

             (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 herein, 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 this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

             (c)  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 foregoing
   provisions, 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 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.

   <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 this 30th day of April, 1998.

                                      WICOR, INC.



                                      By:   /s/ George E. Wardeberg          
                                           George E. Wardeberg
                                           Chairman and Chief Executive
                                             Officer



             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.  Each person whose signature
   appears below constitutes and appoints George E. Wardeberg and Joseph P.
   Wenzler, and each of them, his or her true and lawful attorney-in-fact and
   agent, with full power of substitution and resubstitution, for him or her
   and in his or her name, place and stead, in any and all capacities, to
   sign any and all amendments (including post-effective amendments) to this
   Registration Statement and to file the same, with all exhibits thereto,
   and other documents in connection herewith, with the Securities and
   Exchange Commission, granting unto each said attorney-in-fact and agent,
   full power and authority to do and perform each and every act and thing
   requisite and necessary to be done, as fully as he or she might or could
   do in person, hereby ratifying and confirming all that each said attorney-
   in-fact and agent may lawfully do or cause to be done by virtue hereof.

         Signatures                            Title              Date

    /s/ George E. Wardeberg            Chairman and Chief     April 30, 1998
    George E. Wardeberg                Executive Officer
                                       (Principal Executive
                                       Officer)

    /s/ Joseph P. Wenzler              Senior Vice            April 30, 1998
    Joseph P. Wenzler                  President, Treasurer          
                                       and Chief Financial
                                       Officer (Principal
                                       Financial and
                                       Accounting Officer)


    /s/ Wendell F. Bueche              Director               April 30, 1998
    Wendell F. Bueche



    /s/ Willie D. Davis                Director               April 30, 1998
    Willie D. Davis



    /s/ Jere D. McGaffey               Director               April 30, 1998
    Jere D. McGaffey


    /s/ Daniel F. McKeithan, Jr.       Director               April 30, 1998
    Daniel F. McKeithan, Jr.



    /s/ Guy A. Osborn                  Director               April 30, 1998
    Guy A. Osborn


    /s/ Thomas F. Schrader             Director               April 30, 1998
    Thomas F. Schrader



    /s/ Stuart W. Tisdale              Director               April 30, 1998
    Stuart W. Tisdale



    /s/ Essie M. Whitelaw              Director               April 30, 1998
    Essie M. Whitelaw


    /s/ William B. Winter              Director               April 30, 1998
    William B. Winter

    <PAGE>

                                  EXHIBIT INDEX


    Exhibit No.                            Exhibit

    (4.1)        WICOR, Inc. 1994 Long-Term Performance Plan, as amended to
                 date.

    (4.2)        Form of Nonstatutory Stock Option Agreement for use in
                 connection with the WICOR, Inc. 1994 Long Term Performance
                 Plan (incorporated by reference to Exhibit 4.2 to the
                 registrant's Registration Statement on Form S-8 (Reg. No.
                 33-55755)).

    (4.3)        Form of Restricted Stock Agreement for use in connection
                 with the WICOR, Inc. 1994 Long-Term Performance Plan
                 (incorporated by reference to Exhibit 4.3 to the
                 registrant's Registration Statement on Form S-8 (Reg. No.
                 33-55755)).

    (4.4)        Restated Articles of Incorporation of WICOR, Inc., as
                 amended (incorporated by reference to Exhibit 3.1 to the
                 registrant's Annual Report on Form 10-K for the year ended
                 December 31, 1992).

    (4.5)        Rights Agreement, dated as of August 29, 1989, between
                 WICOR, Inc. and Manufacturers Hanover Trust Company (n/k/a
                 Chemical Bank) (incorporated by reference to Exhibit 4 to
                 the registrant's Current Report on Form 8-K, dated as of
                 August 29, 1989).

    (5)          Opinion of Foley & Lardner.

    (23.1)       Consent of Arthur Andersen LLP.

    (23.2)       Consent of Foley & Lardner (contained in Exhibit 5 hereto).

    (24)         Power of Attorney (included on the signature page to this
                 Registration Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18483}]
{"company-data": {"conformed-name": "WICOR INC", "cik": "0000314890", "assigned-sic": "4924", "irs-number": "391346701", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51735", "film-number": "98609361"}, "business-address": {"street1": "626 E WISCONSIN AVE", "street2": "PO BOX 334", "city": "MILWAUKEE", "state": "WI", "zip": "53202", "phone": "4142917026"}, "mail-address": {"street1": "626 E WISCONSIN AVE", "city": "MILWAUKEE", "state": "WI", "zip": "53202"}}
Registration No. 333-       
                                                                           
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                                   WICOR, Inc.
             (Exact name of registrant as specified in its charter)

             Wisconsin                               39-1346701
    (State or other jurisdiction                  (I.R.S. Employer 
   of incorporation or organization)             Identification No.)
                        
        626 East Wisconsin Avenue
         Milwaukee, Wisconsin                           53202
     (Address of principal executive offices)        (Zip Code)

                   WICOR, Inc. 1994 Long-Term Performance Plan
                            (Full title of the plan)

          George E. Wardeberg                           Copy to:
   Chairman and Chief Executive Officer
              WICOR, Inc.                           Jay O. Rothman
       626 East Wisconsin Avenue                    Foley & Lardner
      Milwaukee, Wisconsin  53202              777 East Wisconsin Avenue
             (414) 291-7026                    Milwaukee, Wisconsin 53202
(Name, address and telephone number,               (414) 271-2400
   including area code, of agent for 
   service)
                           __________________________

                         CALCULATION OF REGISTRATION FEE

                                       Proposed     Proposed
                                        Maximum     Maximum
        Title of          Amount      Offering    Aggregate        Amount of
     Securities to be      to be         Price     Offering      Registration
      Registered        Registered(1)  Per Share      Price          Fee

    Common Stock,                                       
      $1.00 par value, 
      with attached     925,000         $46.625   $43,128,125      $12,722.80
      Common Stock     shares and         (2)         (2)
      Purchase          rights
      Rights

   (1)      Each share of WICOR, Inc. Common Stock issued will have attached
            thereto one Common Stock Purchase Right.  

   (2)      Estimated pursuant to Rule 457(c) and (h) under the Securities
            Act of 1933, solely for the purpose of calculating the
            registration fee, based on the average of the high and low prices
            for WICOR, Inc. Common Stock on the New York Stock Exchange
            Composite Tape on April 28, 1998.  The value attributable to the
            Common Stock Purchase Rights is reflected in the price of the
            Common Stock.

                           ___________________________

            Pursuant to Rule 429 under the Securities Act of 1933, the
   Prospectus referred to herein also relates to the Registrant's Registration
   Statement on Form S-8 (Reg. No. 33-55755).
PART I 

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents filed by WICOR, Inc. (the "Company"),
   are hereby incorporated herein by reference:

             1.   The Company's Annual Report on Form 10-K for the fiscal
   year ended December 31, 1997.

             2.   The Company's Quarterly Report on Form 10-Q for the quarter
   ended March 31, 1998.

             3.   The description of the Company's Common Stock contained in
   Item 1 of the Company's Registration Statement on Form 8-A, including any
   amendment or report filed for the purpose of updating such description.

             4.   The description of the Company's Common Stock Purchase
   Rights contained in Item 1 of the Company's Registration Statement on Form
   8-A, dated September 1, 1989, including any amendment or report filed for
   the purpose of updating such description.

             All documents subsequently filed by the Company or the Plan
   pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
   Act of 1934, as amended, after the date of filing of this Registration
   Statement and prior to such time as the Company files a post-effective
   amendment to this Registration Statement 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 in this Registration Statement and to be a part hereof from the
   date of filing of such documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             The validity of the securities being offered hereby will be
   passed on for the Company by Foley & Lardner, Milwaukee, Wisconsin.  Jere
   D. McGaffey, a partner in the firm of Foley & Lardner, is a director of
   the Company.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and the
   Company's By-laws, directors and officers of the Company are entitled to
   mandatory indemnification from the Company against certain liabilities and
   expenses (i) to the extent such officers or directors are successful in
   the defense of a proceeding and (ii) in proceedings in which the director
   or officer is not successful in defense thereof, unless it is determined
   that the director or officer breached or failed to perform his or her
   duties to the Company and such breach or failure constituted:  (a) a
   willful failure to deal fairly with the Company or its shareholders in
   connection with a matter in which the director or officer had a material
   conflict of interest; (b) a violation of the criminal law unless the
   director or officer had reasonable cause to believe his or her conduct was
   lawful or had no reasonable cause to believe his or her conduct was
   unlawful; (c) a transaction from which the director or officer derived an
   improper personal profit; or (d) willful misconduct.  It should be noted
   that the Wisconsin Business Corporation Law specifically states that it is
   the public policy of Wisconsin to require or permit indemnification in
   connection with a proceeding involving securities regulation, as described
   therein, to the extent required or permitted as described above. 
   Additionally, under the Wisconsin Business Corporation Law, directors of
   the Company are not subject to personal liability to the Company, its
   shareholders or any person asserting rights on behalf thereof for certain
   breaches or failures to perform any duty resulting solely from their
   status as directors except in circumstances paralleling those in
   subparagraphs (a) through (d) outlined above.

             Expenses for the defense of any action for which indemnification
   may be available may be advanced by the Company under certain
   circumstances.

             The indemnification provided by the Wisconsin Business
   Corporation Law and the Company's By-laws is not exclusive of any other
   rights to which a director or officer may be entitled.

             The Company maintains a liability insurance policy for its
   directors and officers as permitted by Wisconsin law which may extend to,
   among other things, liability arising under the Securities Act of 1933, as
   amended.

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:

    Exhibit No.                         Exhibit

    (4.1)              WICOR, Inc. 1994 Long-Term Performance Plan,
                       as amended to date.

    (4.2)              Form of Nonstatutory Stock Option Agreement
                       for use in connection with the WICOR, Inc.
                       1994 Long-Term Performance Plan
                       (incorporated by references to Exhibit 4.2
                       to the registrant's Registration Statement
                       on Form S-8 (Reg. No. 33-55755)).

    (4.3)              Form of Restricted Stock Agreement for use
                       in connection with the WICOR, Inc. 1994
                       Long-Term Performance Plan (incorporated by
                       reference to Exhibit 4.3 to the registrant's
                       Registration Statement on Form S-8 (Reg. No.
                       33-55755)).

    (4.4)              Restated Articles of Incorporation of WICOR,
                       Inc., as amended (incorporated by reference
                       to Exhibit 3.1 to the registrant's Annual
                       Report on Form 10-K for the year ended
                       December 31, 1992).

    (4.5)              Rights Agreement, dated as of August 29,
                       1989, between WICOR, Inc. and Manufacturers
                       Hanover Trust Company (n/k/a Chemical Bank)
                       (incorporated by reference to Exhibit 4 to
                       the registrant's Current Report on Form 8-K,
                       dated as of August 29, 1989).

    (5)                Opinion of Foley & Lardner.

    (23.1)             Consent of Arthur Andersen LLP.

    (23.2)             Consent of Foley & Lardner (contained in
                       Exhibit 5 hereto).

    (24)               Power of Attorney (included on the signature
                       page to this Registration Statement).

   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 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.

             (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 herein, 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 this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

             (c)  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 foregoing
   provisions, 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 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.
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 this 30th day of April, 1998.

                                      WICOR, INC.

                                      By:   /s/ George E. Wardeberg          
                                           George E. Wardeberg
                                           Chairman and Chief Executive
                                             Officer

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.  Each person whose signature
   appears below constitutes and appoints George E. Wardeberg and Joseph P.
   Wenzler, and each of them, his or her true and lawful attorney-in-fact and
   agent, with full power of substitution and resubstitution, for him or her
   and in his or her name, place and stead, in any and all capacities, to
   sign any and all amendments (including post-effective amendments) to this
   Registration Statement and to file the same, with all exhibits thereto,
   and other documents in connection herewith, with the Securities and
   Exchange Commission, granting unto each said attorney-in-fact and agent,
   full power and authority to do and perform each and every act and thing
   requisite and necessary to be done, as fully as he or she might or could
   do in person, hereby ratifying and confirming all that each said attorney-
   in-fact and agent may lawfully do or cause to be done by virtue hereof.

         Signatures                            Title              Date

    /s/ George E. Wardeberg            Chairman and Chief     April 30, 1998
    George E. Wardeberg                Executive Officer
                                       (Principal Executive
                                       Officer)

    /s/ Joseph P. Wenzler              Senior Vice            April 30, 1998
    Joseph P. Wenzler                  President, Treasurer          
                                       and Chief Financial
                                       Officer (Principal
                                       Financial and
                                       Accounting Officer)

    /s/ Wendell F. Bueche              Director               April 30, 1998
    Wendell F. Bueche

    /s/ Willie D. Davis                Director               April 30, 1998
    Willie D. Davis

    /s/ Jere D. McGaffey               Director               April 30, 1998
    Jere D. McGaffey

    /s/ Daniel F. McKeithan, Jr.       Director               April 30, 1998
    Daniel F. McKeithan, Jr.

    /s/ Guy A. Osborn                  Director               April 30, 1998
    Guy A. Osborn

    /s/ Thomas F. Schrader             Director               April 30, 1998
    Thomas F. Schrader

    /s/ Stuart W. Tisdale              Director               April 30, 1998
    Stuart W. Tisdale

    /s/ Essie M. Whitelaw              Director               April 30, 1998
    Essie M. Whitelaw

    /s/ William B. Winter              Director               April 30, 1998
    William B. Winter
EXHIBIT INDEX

    Exhibit No.                            Exhibit

    (4.1)        WICOR, Inc. 1994 Long-Term Performance Plan, as amended to
                 date.

    (4.2)        Form of Nonstatutory Stock Option Agreement for use in
                 connection with the WICOR, Inc. 1994 Long Term Performance
                 Plan (incorporated by reference to Exhibit 4.2 to the
                 registrant's Registration Statement on Form S-8 (Reg. No.
                 33-55755)).

    (4.3)        Form of Restricted Stock Agreement for use in connection
                 with the WICOR, Inc. 1994 Long-Term Performance Plan
                 (incorporated by reference to Exhibit 4.3 to the
                 registrant's Registration Statement on Form S-8 (Reg. No.
                 33-55755)).

    (4.4)        Restated Articles of Incorporation of WICOR, Inc., as
                 amended (incorporated by reference to Exhibit 3.1 to the
                 registrant's Annual Report on Form 10-K for the year ended
                 December 31, 1992).

    (4.5)        Rights Agreement, dated as of August 29, 1989, between
                 WICOR, Inc. and Manufacturers Hanover Trust Company (n/k/a
                 Chemical Bank) (incorporated by reference to Exhibit 4 to
                 the registrant's Current Report on Form 8-K, dated as of
                 August 29, 1989).

    (5)          Opinion of Foley & Lardner.

    (23.1)       Consent of Arthur Andersen LLP.

    (23.2)       Consent of Foley & Lardner (contained in Exhibit 5 hereto).

    (24)         Power of Attorney (included on the signature page to this
                 Registration Statement).