Sec Form 4/A Filing - ABDOO RICHARD A @ WISCONSIN ENERGY CORP - 2004-01-27

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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ABDOO RICHARD A
2. Issuer Name and Ticker or Trading Symbol
WISCONSIN ENERGY CORP [ WEC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO & Chairman
(Last) (First) (Middle)
231 WEST MICHIGAN STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/27/2004
(Street)
MILWAUKEE, WI53203
4. If Amendment, Date Original Filed (MM/DD/YY)
01/28/2004
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/27/2004 D 37,764 ( 3 ) D $ 33.275 29,000 ( 1 ) ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units ( 4 ) 01/27/2004 A 37,764 ( 5 ) ( 5 ) Common Stock 37,764 $ 33.275 63,729 ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ABDOO RICHARD A
231 WEST MICHIGAN STREET
MILWAUKEE, WI53203
X CEO & Chairman
Signatures
Keith H. Ecke, as Attorney-in-Fact 03/02/2004
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person filed a Form 4 on January 28, 2004 which inadvertently overstated his total holdings.
( 2 )Includes shares acquired pursuant to a dividend reinvestment feature of WEC's Stock Plus Investment Plan in transactions exempt from Section 16 pursuant to Rule 16a-11.
( 3 )The Form 4 filed by the reporting person on January 28, 2004 incorrectly reported that the reporting person forfeited 11,877 shares to pay the tax liability associated with the vesting of the restricted stock held by him. However, the reporting person had previously elected to defer the shares of restricted stock to the WEC Executive Deferred Compensation Plan ("EDCP"). As such, 37,764 phantom stock units were accrued to the reporting person's EDCP account.
( 4 )1-for-1
( 5 )These phantom stock units were accrued under the EDCP and are to be settled in cash following the reporting person's retirement or other termination of employment.
( 6 )Includes shares acquired pursuant to a dividend reinvestment feature of the EDCP in transactions exempt from Section 16 pursuant to Rule 16a-11.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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