EXHIBIT 25.1

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

___________________________

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

(Jurisdiction of incorporation
if not a U.S. national bank)

95-3571558
(I.R.S. employer
identification no.)

700 South Flower Street
Suite 500

Los Angeles, California

(Address of principal executive offices)

90017
(Zip code)

___________________________

MADISON GAS AND ELECTRIC COMPANY
(Exact name of obligor as specified in its charter)


Wisconsin (State or other jurisdiction of incorporation or organization)	39-0444025 (I.R.S. employer identification no.)
133 South Blair Street Madison, Wisconsin (Address of principal executive offices)	53703 (Zip code)

___________________________

Medium-Term Notes
(Title of the indenture securities)

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General information. Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No.
333-121948).

A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No.
333-152875).

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A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 16th day of December, 2010.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By: /S/ D.G. DONOVAN

Name: D.G. DONOVAN

Title: VICE PRESIDENT

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Exhibit 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business September 30, 2010, published in accordance with Federal regulatory authority instructions.

Dollar Amounts

in Thousands

ASSETS

Cash and balances due from

depository institutions:

Noninterest-bearing balances

and currency and coin

1,595

Interest-bearing balances

276

Securities:

Held-to-maturity securities

Available-for-sale securities

703,294

Federal funds sold and securities

purchased under agreements to resell:

Federal funds sold

76,500

Securities purchased under agreements to resell

Loans and lease financing receivables:

Loans and leases held for sale

Loans and leases,

net of unearned income...............................0

LESS: Allowance for loan and

lease losses................................................0

Loans and leases, net of unearned

income and allowance

Trading assets

Premises and fixed assets (including

capitalized leases)

9,503

Other real estate owned

Investments in unconsolidated

subsidiaries and associated

companies

Direct and indirect investments in real estate ventures

Intangible assets:

Goodwill

856,313

Other intangible assets

223,370

Other assets

156,663

Total assets

$2,027,521

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Dollar Amounts

in Thousands

LIABILITIES

Deposits:

In domestic offices

500

Noninterest-bearing.........................500

Interest-bearing..................................0

Not applicable

Federal funds purchased and securities

sold under agreements to repurchase:

Federal funds purchased

Securities sold under agreements to repurchase

Trading liabilities

Other borrowed money:

(includes mortgage indebtedness

and obligations under capitalized

leases)

268,691

Not applicable

Subordinated notes and debentures

Other liabilities

220,845

Total liabilities

490,036

Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus

Common stock

1,000

Surplus (exclude all surplus related to preferred stock)

1,121,520

Not available

Retained earnings

412,405

Accumulated other comprehensive income

2,560

Other equity capital components

Not available

Total bank equity capital

1,537,485

Noncontrolling (minority) interests in consolidated subsidiaries

Total equity capital

1,537,485

Total liabilities and equity capital

2,027,521

I, Karen Bayz, Managing Director of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Karen Bayz

)

Managing Director

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Troy Kilpatrick, President )

Frank P. Sulzberger, MD

)

Directors (Trustees)

William D. Lindelof, MD

)

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