Wec Energy Group Annual Report (Amendment), Year Ended Dec 31, 1998

This Amendment No. 2 to Wisconsin Energy Corporation's Form 10-K for the fiscal year ended December 31, 1998 does not contain the company's full financial statements or business discussion.

Its sole purpose, as stated in Item 14, is to add Exhibit 99.1, which furnishes the 1998 annual report for the Wisconsin Electric Power Company Employee Retirement Savings Plan (ERSP) in lieu of Form 11-K. The amendment otherwise leaves Item 14, the exhibit index and the remainder of the original report unchanged. The amendment is dated June 25, 1999, and the accompanying auditor consent is dated June 29, 1999.

The exhibit reports that the plan held net assets available for benefits of $462,098,147^a at December 31, 1998, up from $378,537,107 at December 31, 1997. The largest participant-directed holding was the WEC Common Stock Fund, valued at $109,914,813 at year-end 1998, compared with $101,877,660 a year earlier. Net assets were $68,585,262 for the Blended Rate Income Fund and $81,535,742 for the Fidelity Equity Income Fund at year-end 1998.

Participant contributions totaled $30,229,463^b in 1998, and the employer contributed $7,793,332, of which the WEC Common Stock Fund received $5,386,262 in interest and dividends. Benefits paid to participants totaled $14,236,649 in 1998.

For investors, the filing is primarily an administrative amendment about a retirement savings plan. It contains no consolidated income statement, balance sheet, or cash flow information for Wisconsin Energy Corporation itself, and the figures above relate only to the employee plan's assets.