Ownership Submission
FORM 4
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Caro Jodi J
   2. Issuer Name and Ticker or Trading Symbol
INTEGRYS ENERGY GROUP, INC. [TEG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP - Genl Counsel & Secy
(Last)
(First)
(Middle)
130 EAST RANDOLPH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
02/20/2013
(Street)

CHICAGO, IL 60601		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/20/2013   M   2,096 A $ 56.47 4,585.0216 D  
Common Stock 02/20/2013   F   702.5058 D $ 56.47 3,882.5158 D  
Common Stock               1,564.2391 I By Employee Stock Ownership Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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
Performance Rights $ 0 (1) 02/20/2013   M     1,612 01/01/2013(1) 06/30/2013 Common Stock 1,612 $ 0 0 D  
Employee Stock Option (Right to buy) $ 48.36             02/14/2009(2) 02/14/2018 Common Stock 5,570   5,570 D  
Employee Stock Option (Right to buy) $ 42.12             02/12/2010(2) 02/12/2019 Common Stock 4,775   4,775 D  
Employee Stock Option (Right to buy) $ 41.58             02/11/2011(2) 02/11/2020 Common Stock 5,936   5,936 D  
Employee Stock Option (Right to buy) $ 49.4             02/10/2012(2) 02/10/2021 Common Stock 3,381   3,381 D  
Employee Stock Option (Right to buy) $ 53.24             02/09/2013(2) 02/09/2022 Common Stock 5,839   5,839 D  
Employee Stock Option (Right to buy) $ 56             02/14/2014(2) 02/14/2023 Common Stock 10,746   10,746 D  
Performance Rights $ 0 (1)             01/01/2014(1) 06/30/2014 Common Stock 1,188   1,188 D  
Performance Rights $ 0 (1)             01/01/2015(1) 06/30/2015 Common Stock 1,969   1,969 D  
Performance Rights $ 0 (1)             01/01/2016(1) 06/30/2016 Common Stock 3,808   3,808 D  
Restricted Stock Units 2010 (3)             02/11/2011 02/11/2014 Common Stock 148.4028   148.4028 D  
Restricted Stock Units 2011 (3)             02/10/2012 02/10/2015 Common Stock 243.8241   243.8241 D  
Restricted Stock Units 2012 (3)             02/09/2013 02/09/2016 Common Stock 529.7919   529.7919 D  
Restricted Stock Units 2013 (3)             02/14/2014 02/14/2017 Common Stock 1,085   1,085 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Caro Jodi J
130 EAST RANDOLPH STREET
CHICAGO, IL 60601		       VP - Genl Counsel & Secy  

Signatures

 Dane E. Allen, as Power of Attorney for Ms. Caro   02/22/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Performance stock rights represent the right to receive shares of common stock of the Company, in the event certain performance goals are satisfied. These goals are based on Company performance against an established industry benchmark, over a three year performance period. The final award of shares issued can be between 0% and 200% of the reported target award.
(2) The option vests in four equal annual installments beginning on the exercisable date.
(3) Each restricted stock unit represent a contingent right to receive one share of Company common stock. The restricted stock units vest in four equal annual installments beginning on the exercisable date.

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