SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ____________)
Madison Gas & Electric
(Name of Issuer)
Common Stock
(Title of Class of Securities)
557497104
(CUSIP Number)
December 31, 2001
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is
filed:
X Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
CUSIP NO. 557497104
13G
Page 2 of 6 Pages
1.
NAMES OF REPORTING PERSONS Systematic Financial Management, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
22-3367558
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
N/A
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Teaneck, New Jersey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
1,121,616
7.
SOLE DISPOSITIVE POWER
1,121,616
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,121,616
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.61%
12.
TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 557497104
13G
Page 3 of 6 Pages
Item 1(a). Name of Issuer:
Madison Gas & Electric
Item 1(b). Address of Issuer's Principal Executive Offices:
133 South Blair Street, Madison, WI 53703
Item 2(a). Name of Person Filing:
Michele Egeberg for Systematic Financial Management, L.P.
Item 2(b). Address of Principal Business Office or, if None, Residence:
Glenpointe East, 7th Floor, 300 Frank W. Burr Blvd., Teaneck, NJ 07666
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
557497104
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), Check Whether the Person Filing is a:
(a) Broker or dealer registered under Section 15 of the Exchange Act.
(b) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d) Investment company registered under Section 8 of the Investment
Company Act.
CUSIP NO. 557497104
13G
Page 4 of 6 Pages
(e) X An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) A parent holding company or control person in accordance with Rule 13d-
1(b)(1)(ii)(G);
(h) A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
(i) A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned:
1,121,616
(b) Percent of class:
6.61%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote N/A
(ii) Shared power to vote or to direct the vote 1,121,616
(iii) Sole power to dispose or to direct the disposition of 1,121,616
(iv) Shared power to dispose or to direct the disposition of N/A
CUSIP NO. 557497104
13G
Page 5 of 6 Pages
Item 5. Ownership of Five Percent or Less of a Class. N/A
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities,
check the following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
[If filed pursuant to Rule 13d-1(b)]:
By signing below I certify that, to the best of my knowledge and belief,
The securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
[If filed pursuant to Rule 13d-1(c)]:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
CUSIP NO. 557497104
13G
Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
February 13, 2002
(Date)
Michele Egeberg,
Manager of Operations
(Name/Title)
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).