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                           Before the
                FEDERAL COMMUNICATIONS COMMISSION
                     Washington, D.C. 20554


In the Matter of                 )
                                )
WISCONSIN ENERGY CORPORATION     )    Acct. No. 200132080013
                                 )    File No. EB-00-IH-0127, GS
Licensee of Various              )
Authorizations in Wisconsin and  )
Michigan                         )
                                )

                  MEMORANDUM OPINION AND ORDER

     Adopted:  December 28, 2000        Released:   December  29, 
2000 

By the Chief, Enforcement Bureau: 


1.   By this Memorandum Opinion and  Order we adopt the  attached 
Consent Decree in  which Wisconsin  Energy Corporation  (``WEC'') 
agrees to implement an internal compliance program and to make  a 
voluntary contribution to the  United States Treasury.  We  find, 
for the reasons discussed below, that the Consent Decree provides 
for  a   just  and   reasonable   resolution  of   the   Bureau's 
investigation into WEC's compliance with Sections 301 and  310(d) 
of the Communications Act of 1934, as amended,1 and conclude that 
adoption of the Consent Decree is in the public interest.

2.   WEC is a Milwaukee-based  holding company with  subsidiaries 
in utility and  non-utility businesses. The  company serves  more 
than one million  electric and 921,000  natural gas customers  in 
Wisconsin and  Michigan's  Upper Peninsula  through  its  utility 
subsidiaries -- Wisconsin Electric  Power Company, Wisconsin  Gas 
Company, and Edison Sault  Electric Company.  In connection  with 
its public utility activities, WEC maintains vital communications 
systems utilizing licenses  issued by the  Commission.  Its  non-
utility subsidiaries  include  energy services  and  development, 
pump manufacturing, waste-to-energy and real estate businesses. 

3.   In  March  2000,  WEC's  counsel  informed  the  Enforcement 
Bureau's Investigations & Hearings Division that the company  had 
discovered a number of instances in which it acquired control  of 
radio facilities through  a succession of  mergers and  corporate 
reorganizations without prior Commission consent.  Section 310(d) 
of the  Act requires  Commission consent  prior to  assigning  or 
transferring control  of  a  station license.   In  addition  WEC 
revealed  several  instances  in  which  it  had  operated  radio 
facilities without proper authorizations, contrary to Section 301 
of the Act. 

4.   The Bureau  has  reached an  agreement  with WEC  that  will 
resolve this  investigation.  The  terms  and conditions  of  the 
agreement are contained in the attached executed Consent  Decree.  
Among other things, the Consent Decree contemplates that WEC will 
implement a program to ensure its future compliance with the  Act 
and the  Commission's  rules  and  policies.   In  addition,  the 
Consent Decree  contemplates  that  WEC  will  make  a  voluntary 
contribution to  the  United States  Treasury  in the  amount  of 
$25,000.00.2
 
5.   We have  reviewed  the  Consent  Decree  and  evaluated  the 
circumstances underlying the investigation.  We believe that  the 
public interest would  be served by  adopting the Consent  Decree 
and terminating the investigatory proceeding.  

6.   ACCORDINGLY, IT  IS  ORDERED  that,  pursuant  to  delegated 
authority, the Consent Decree attached hereto IS ADOPTED.

7.   IT   IS   FURTHER   ORDERED,   that   the    above-captioned 
investigatory proceeding IS TERMINATED.  

                         FEDERAL COMMUNICATIONS COMMISSION

                          
     
                         David H. Solomon 
                         Chief, Enforcement Bureau
               


_________________________

1  47 U.S.C.  301 and 310(d).

2 Payment may be made by mailing a check or similar instrument, 
payable to the order of the Federal Communications Commission, to 
the Forfeiture Collection Section, Finance Branch, Federal 
Communications Commission, P.O. Box 73482, Chicago, Illinois 
60673-7482.  The payment should note the Acct. No. referenced 
above.