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<P ALIGN="CENTER"><FONT SIZE="+2"><STRONG>SECURITIES AND EXCHANGE COMMISSION</STRONG></FONT><br>
  <STRONG>Washington, D.C. 20549</STRONG></P>
<P ALIGN="CENTER"><FONT SIZE="+2"><STRONG>FORM 8-K<br>
  </STRONG></FONT><EM>Current Report Pursuant to Section&nbsp;13 or 15(d) of the
  Securities Exchange Act of 1934</EM></P>
<P ALIGN="CENTER"><FONT SIZE="+1"><STRONG>August 12, 2002<br>
  </STRONG></FONT>(Date of report - date of earliest event reported)</P>
<P ALIGN="CENTER"><STRONG>Commission File Number 0-1125</STRONG></P>
<P ALIGN="CENTER"><FONT SIZE="+2"><STRONG>Madison Gas and Electric Company<br>
  </STRONG></FONT>(Exact name of registrant as specified in its charter)</P>
<P ALIGN="CENTER"><FONT SIZE="+1"><STRONG>Wisconsin<br>
  </STRONG></FONT>(State or other jurisdiction of incorporation)</P>
<P ALIGN="CENTER"><FONT SIZE="+1"><STRONG>39-0444025<br>
  </STRONG></FONT>(IRS Employer Identification No.)</P>
<P ALIGN="CENTER"><FONT SIZE="+1"><STRONG>133 South Blair Street, Madison, Wisconsin
  53703<br>
  </STRONG></FONT>(Address of principal executive offices)</P>
<P ALIGN="CENTER"><FONT SIZE="+1"><STRONG>(608) 252-7000<br>
  </STRONG></FONT>(Registrant's telephone number)</P>
<P ALIGN="CENTER"><FONT SIZE="+1"><STRONG>Not applicable<br>
  </STRONG></FONT>(Former name or former address, if changed since last report)</P>
<P><FONT SIZE="+1"><STRONG>Item 5. Other Events.</STRONG></FONT></P>
<P>On August 12, 2002, Madison Gas and Electric Company ("MGE") completed its
  reorganization into a holding company structure. On that date, the new holding
  company, MGE Energy, Inc. ("MGE Energy"), exchanged its shares of common stock
  on a one-for-one basis for all of the outstanding common stock of MGE pursuant
  to an Agreement and Plan of Share Exchange, dated as of October 31, 2001 (the
  "Agreement"), between MGE and MGE Energy. MGE is now a wholly-owned subsidiary
  of MGE Energy. MGE's common stock has been removed from quotation on the Nasdaq
  National Market and MGE Energy's common stock (the "Common Stock") is now quoted
  thereon under the new trading symbol "MGEE." A joint press release of MGE and
  MGE Energy issued on August 12, 2002, announcing the completion of the holding
  company formation, is attached hereto as Exhibit&nbsp;99 and is incorporated
  herein by reference.</P>
<P>The Agreement was approved by MGE's shareholders at their annual meeting held
  on May&nbsp;14, 2002. All other regulatory approvals, including the approval
  of the Wisconsin Public Service Commission and the Federal Energy Regulatory
  Commission, have been received.</P>
<P>The Common Stock issued pursuant to the Share Exchange was registered under
  the Securities Act of 1933, as amended, pursuant to MGE Energy's registration
  statement on Form S-4 (Registration No. 333-72694) which became effective on
  April 3, 2002. Please refer to the joint proxy statement and prospectus of MGE
  and MGE Energy included in the registration statement for additional information
  about the holding company formation and the Common Stock.</P>
<P><FONT SIZE="+1"><STRONG>Item 7. Financial Statements and Exhibits.</STRONG></FONT></P>
<P>(c) The following exhibits are included with this Report:</P>
<TABLE BORDER="1" WIDTH="100%">
  <TR VALIGN="TOP">
    <TD ALIGN="CENTER">Exhibit<br>
      No. </TD>
    <TD><BR WP="BR2">
      Exhibit Description</TD>
  </TR>
  <TR VALIGN="TOP">
    <TD ALIGN="CENTER">2.1</TD>
    <TD>Agreement and Plan of Share Exchange, dated as of October&nbsp;31, 2001,
      between Madison Gas and Electric Company and MGE Energy, Inc. is incorporated
      herein by reference to Exhibit 2.1 to MGE Energy, Inc.'s Registration Statement
      on Form S-4 (Registration No. 333-72694).</TD>
  </TR>
  <TR VALIGN="TOP">
    <TD ALIGN="CENTER">3.1</TD>
    <TD>Amended and Restated Articles of Incorporation of MGE Energy, Inc. are
      incorporated herein by reference to Exhibit 3.1 to MGE Energy, Inc.'s Registration
      Statement on Form S-4 (Registration No. 333-72694).</TD>
  </TR>
  <TR VALIGN="TOP">
    <TD ALIGN="CENTER">3.2</TD>
    <TD>Amended and Restated By-laws of MGE Energy, Inc. are incorporated herein
      by reference to Exhibit 3.2 to MGE Energy, Inc.'s Registration Statement
      on Form&nbsp;S-4 (Registration No. 333-72694).</TD>
  </TR>
  <TR VALIGN="TOP">
    <TD ALIGN="CENTER">99</TD>
    <TD>Joint press release of Madison Gas and Electric Company and MGE Energy,
      Inc. issued on August 12, 2002.</TD>
  </TR>
</TABLE>
<P>
  <CENTER>
    <FONT SIZE="+1"><STRONG>Signature</STRONG></FONT>
  </CENTER>
</P>
<P>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 hereunto
  duly authorized.</P>
<TABLE WIDTH="100%">
  <TR VALIGN="TOP">
    <TD></TD>
    <TD><STRONG>Madison Gas and Electric Company</STRONG> </TD>
  </TR>
  <TR VALIGN="TOP">
    <TD>Date: August 12, 2002</TD>
    <TD>/s/ Jeffrey C. Newman</TD>
  </TR>
  <TR VALIGN="TOP">
    <TD></TD>
    <TD>Jeffrey C. Newman<br>
      Vice President and Treasurer</TD>
  </TR>
</TABLE>
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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
August 12, 2002
(Date of report - date of earliest event reported)
Commission File Number 0-1125
Madison Gas and Electric Company
(Exact name of registrant as specified in its charter)
Wisconsin
(State or other jurisdiction of incorporation)
39-0444025
(IRS Employer Identification No.)
133 South Blair Street, Madison, Wisconsin
  53703
(Address of principal executive offices)
(608) 252-7000
(Registrant's telephone number)
Not applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On August 12, 2002, Madison Gas and Electric Company ("MGE") completed its
  reorganization into a holding company structure. On that date, the new holding
  company, MGE Energy, Inc. ("MGE Energy"), exchanged its shares of common stock
  on a one-for-one basis for all of the outstanding common stock of MGE pursuant
  to an Agreement and Plan of Share Exchange, dated as of October 31, 2001 (the
  "Agreement"), between MGE and MGE Energy. MGE is now a wholly-owned subsidiary
  of MGE Energy. MGE's common stock has been removed from quotation on the Nasdaq
  National Market and MGE Energy's common stock (the "Common Stock") is now quoted
  thereon under the new trading symbol "MGEE." A joint press release of MGE and
  MGE Energy issued on August 12, 2002, announcing the completion of the holding
  company formation, is attached hereto as Exhibit 99 and is incorporated
  herein by reference.
The Agreement was approved by MGE's shareholders at their annual meeting held
  on May 14, 2002. All other regulatory approvals, including the approval
  of the Wisconsin Public Service Commission and the Federal Energy Regulatory
  Commission, have been received.
The Common Stock issued pursuant to the Share Exchange was registered under
  the Securities Act of 1933, as amended, pursuant to MGE Energy's registration
  statement on Form S-4 (Registration No. 333-72694) which became effective on
  April 3, 2002. Please refer to the joint proxy statement and prospectus of MGE
  and MGE Energy included in the registration statement for additional information
  about the holding company formation and the Common Stock.
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are included with this Report:
Exhibit
No.
Exhibit Description
2.1
Agreement and Plan of Share Exchange, dated as of October 31, 2001,
      between Madison Gas and Electric Company and MGE Energy, Inc. is incorporated
      herein by reference to Exhibit 2.1 to MGE Energy, Inc.'s Registration Statement
      on Form S-4 (Registration No. 333-72694).
3.1
Amended and Restated Articles of Incorporation of MGE Energy, Inc. are
      incorporated herein by reference to Exhibit 3.1 to MGE Energy, Inc.'s Registration
      Statement on Form S-4 (Registration No. 333-72694).
3.2
Amended and Restated By-laws of MGE Energy, Inc. are incorporated herein
      by reference to Exhibit 3.2 to MGE Energy, Inc.'s Registration Statement
      on Form S-4 (Registration No. 333-72694).
99
Joint press release of Madison Gas and Electric Company and MGE Energy,
      Inc. issued on August 12, 2002.
Signature
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 hereunto
  duly authorized.
Madison Gas and Electric Company
Date: August 12, 2002
/s/ Jeffrey C. Newman
Jeffrey C. Newman
Vice President and Treasurer