NORTHERN STATES POWER COMPANY

                            (A WISCONSIN CORPORATION)



                                 DEBT SECURITIES



                             UNDERWRITING AGREEMENT



To the Representatives named in Schedule I

       hereto of the Underwriters named in

       Schedule II hereto



Dear Sirs:



         Northern States Power Company, a Wisconsin corporation (the "Company"),

proposes to sell to the underwriters named in Schedule II hereto (the

"Underwriters") for whom you are acting as representatives (the

"Representatives"), its Debt Securities of the designation, with the terms and

in the aggregate principal amount specified in Schedule I hereto (the "Debt

Securities") to be issued under its Indenture, dated as of September 1, 2000,

from the Company to Firstar Bank, N.A., as trustee (the "Trustee"), as to be

supplemented and amended by a supplemental indenture relating to the Debt

Securities (such Indenture as to be so supplemented and amended being

hereinafter referred to as the "Indenture"). If the firm or firms listed in

Schedule II hereto include only the firm or firms listed in Schedule I hereto,

then the terms "Underwriters" and "Representatives," as used herein, shall each

be deemed to refer to such firm or firms.



          1.        REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company

represents and warrants to, and agrees with, each Underwriter that:





                    (a)       The Company meets the requirements for use of Form

          S-3 under the Securities Act of 1933, as amended (the "Act") and has

          filed with the Securities and Exchange Commission (the "Commission") a

          registration statement on such Form, including a prospectus, for the

          registration under the Act of the Debt Securities, which registration

          statement has become effective. Such registration statement and

          prospectus may have been amended or supplemented from time to time

          prior to the date of this Agreement (which date is set forth in

          Schedule I hereto). Any such amendment or supplement was filed with

          the Commission and any such amendment has become effective. The

          Company will file with the Commission a prospectus supplement (the

          "Prospectus Supplement") relating to the Debt Securities pursuant to

          Rule 424 and/or Rule 434 under the Act. Copies of such registration

          statement and prospectus, any such amendment or supplement and all

          documents incorporated by reference therein which were filed with the

          Commission on or prior to the date of this Agreement have been



<PAGE>



          delivered to you and copies of the Prospectus Supplement will be

          delivered to you promptly after it is filed with the Commission. Such

          registration statement, as amended prior to the date of this

          Agreement, and such prospectus, as amended and supplemented prior to

          the date of this Agreement and as supplemented by the Prospectus

          Supplement, are hereinafter called the "Registration Statement" and

          the "Prospectus", respectively. Any reference herein to the

          Registration Statement or the Prospectus shall be deemed to refer to

          and include the documents incorporated by reference therein pursuant

          to Item 12 of Form S-3 which were filed under the Securities Exchange

          Act of 1934, as amended (the "Exchange Act") on or before the date of

          this Agreement and, if the Company files any document pursuant to the

          Exchange Act after the date of this Agreement and prior to the

          termination of the offering of the Debt Securities by the

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