Registration No. 33-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           --------------------------

                            WPS RESOURCES CORPORATION
             (Exact name of registrant as specified in its charter)

                Wisconsin                                39-1775292
       (State or other jurisdiction                    (I.R.S. Employer
     of incorporation or organization)                Identification No.)

           700 North Adams Street
               P.O. Box 19001                              54307
            Green Bay, Wisconsin                         (Zip Code)
  (Address of principal executive offices)

                WPS Resources Corporation 1999 Stock Option Plan
     WPS Resources Corporation 1999 Non-Employee Directors Stock Option Plan
                            (Full title of the plans)

                  Larry L. Weyers
  Chairman, President and Chief Executive Officer            Copy to:
             WPS Resources Corporation
              700 North Adams Street                      Michael S. Nolan
                  P.O. Box 19001                           Foley & Lardner
            Green Bay, Wisconsin 54307                777 East Wisconsin Avenue
                  (920) 433-1727                      Milwaukee, Wisconsin 53202
(Name, address and telephone number, including area
            code, of agent for service)

                           --------------------------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
       Title of                  Amount              Proposed Maximum         Proposed Maximum
   Securities to be              to be                Offering Price         Aggregate Offering          Amount of
      Registered            Registered(1)(2)             Per Share                  Price            Registration Fee
--------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                          <C>                   <C>                     <C>
Common Stock,
 $1 par value               1,600,000 shares             $24.9063(3)           $39,850,000(3)          $10,520.40

Purchase
Rights(4)
--------------------------------------------------------------------------------------------------------------------------

(1)  An aggregate of 1,500,000  shares are issuable  pursuant to the WPS Resources  Corporation 1999 Stock Option Plan and an
     aggregate of 250,000 shares are issuable  pursuant to the WPS Resources  Corporation 1999  Non-Employee  Directors Stock
     Option Plan (the "Plans").
(2)  Pursuant to Rule 416(a) under the  Securities Act of 1933,  this  Registration  Statement  also covers an  indeterminate
     number of additional  shares of Common Stock that may become  issuable as a result of stock splits,  stock  dividends or
     similar transactions pursuant to the anti-dilution provisions of the Plans.
(3)  Estimated  pursuant  to Rule  457(c)  under the  Securities  Act of 1933  solely  for the  purpose  of  calculating  the
     registration  fee based on the average of the high and low prices of the Common  Stock as reported by the New York Stock
     Exchange on December 17, 1999.
(4)  The Common Stock Purchase Rights are attached to and traded with the shares of Common Stock being registered.  The value
     attributed to the Common Stock Purchase Rights, if any, is reflected in the value attributed to the Common Stock.
</TABLE>
                        ---------------------------------

                                Page 1 of 8 Pages

       The Exhibit Index is on page 8 of the sequentially numbered pages.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange  Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          The following  documents have been  previously  filed by WPS Resources
Corporation ("WPS Resources") with the Commission and are incorporated herein by
reference:

          (a) WPS  Resources  Annual  Report  on Form  10-K for the  year  ended
December 31, 1998, which includes audited financial statements as of and for the
year then ended.

          (b) All other reports filed by WPS Resources pursuant to Section 13(a)
or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), since December 31, 1998.

          (c) The description of the capital stock of WPS Resources contained in
Item 1 of WPS Resources'  Registration Statement on Form 8-B, filed June 1, 1994
with the  Commission,  and any  amendments  or reports  filed for the purpose of
updating such description.

          All documents subsequently filed by WPS Resources pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Exchange Act after the date of filing of this
Registration  Statement  and  prior  to  such  time  as WPS  Resources  files  a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold shall be deemed to be  incorporated  by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Not applicable.


                                      -2-
<PAGE>

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          Pursuant to the Wisconsin  Business  Corporation law and Article VI of
the  By-Laws of WPS  Resources,  directors  and  officers of WPS  Resources  are
entitled  to  mandatory  indemnification  from  WPS  Resources  against  certain
liabilities and expenses to the extent such officers or directors are successful
on the  merits  or  otherwise  in  connection  with a  proceeding,  unless it is
determined that the director or officer breached or failed to perform his duties
to WPS Resources and such breach or failure  constituted:  (a) a willful failure
to deal fairly with WPS  Resources  or its  shareholders  in  connection  with a
matter in which the director or officer had a material conflict of interest; (b)
a violation of the  criminal  law unless the director or officer had  reasonable
cause to believe  his or her conduct  was lawful or had no  reasonable  cause to
believe  his or her  conduct  was  unlawful;  (c) a  transaction  from which the
director  or  officer  derived  an  improper  personal  profit;  or (d)  willful
misconduct.  It should also be noted that the Wisconsin Business Corporation Law
specifically  states  that it is the  policy of  Wisconsin  to require or permit
indemnification in connection with a proceeding involving securities regulation,
as described  therein,  to the extent required or permitted as described  above.
Additionally,  under the Wisconsin  Business  Corporation Law,  directors of WPS
Resources  are  not  subject  to  personal  liability  to  WPS  Resources,   its
shareholders  or any  person  asserting  rights on behalf  thereof  for  certain
breaches  or failures to perform  any duty  resulting  solely from their  status
except in  circumstances  paralleling  those in  subparagraphs  (a)  through (d)
outlined above.

          The  indemnification  described  above  may be broad  enough  to cover
liabilities  under  the  Securities  Act of  1933.  WPS  Resources  has in place
insurance  permitted by the Wisconsin Business  Corporation Law on behalf of its
officers and directors which may cover  liabilities  under the Securities Act of
1933.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not applicable.

Item 8.   Exhibits.
          --------

          The exhibits  filed herewith or  incorporated  herein by reference are
set forth in the attached Exhibit Index.

Item 9.   Undertakings.
          ------------

          (a) The undersigned Registrants hereby undertake:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933;


                                      -3-
<PAGE>

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of the Registration Statement (or the
          most recent post-effective  amendment thereof) which,  individually or
          in the aggregate,  represent a fundamental  change in the  information
          set forth in the Registration Statement;

                    (iii) To include any  material  information  with respect to
          the plan of distribution not previously  disclosed in the Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities and Exchange Commission by the Registration pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement relating to the securities offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (b) The undersigned Registrants hereby undertake that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrants  have been  advised that in the opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      -4-
<PAGE>

                                   SIGNATURES
                                   ----------

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Green Bay,  State of Wisconsin,  on this 21st day of
December, 1999

                                        WPS RESOURCES CORPORATION



                                        By: /s/ Larry L. Weyers
                                            ----------------------------------
                                            Larry L. Weyers
                                            Chairman, President and Chief
                                            Executive Officer

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and  appoints  Larry L.  Weyers,  Patrick D.  Schrickel,  Daniel P.
Bittner  and  Barth  J.  Wolf,  and  each  of  them  individually,  his  or  her
attorneys-in-fact and agents, with full power of substitution and resubstitution
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration  Statement and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact  and agents,  or any of them, or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

          Signature                         Title                     Date
          ---------                         -----                     ----

/s/ Larry L. Weyers                Chairman, President, Chief
---------------------------------- Executive Officer and       December 21, 1999
    Larry L. Weyers                Director (Principal
                                   Executive Officer)



/s/ Daniel P. Bittner              Senior Vice President and
---------------------------------- Chief Financial Officer     December 21, 1999
    Daniel P. Bittner              (Principal Financial
                                   Officer)


/s/ Diane L. Ford                  Vice President-Controller
---------------------------------- and Chief Accounting        December 21, 1999
    Diane L. Ford                  Officer (Principal
                                   Accounting Officer)


                                      -5-
<PAGE>


/s/ A. Dean Arganbright            Director                    December 21, 1999
----------------------------------
    A. Dean Arganbright


/s/ Michael S. Ariens              Director                    December 21, 1999
----------------------------------
    Michael S. Ariens


/s/ Richard A. Bemis               Director                    December 21, 1999
----------------------------------
    Richard A. Bemis


/s/ Daniel A. Bollom               Director                    December 21, 1999
----------------------------------
    Daniel A. Bollom


/s/ Clarence R. Fisher             Director                    December 21, 1999
----------------------------------
    Clarence R. Fisher


/s/ Robert C. Gallagher            Director                    December 21, 1999
----------------------------------
    Robert C. Gallagher


/s/ Kathryn M. Hasselblad-Pascale  Director                    December 21, 1999
----------------------------------
    Kathryn M. Hasselblad-Pascale


/s/ James L. Kemerling             Director                    December 21, 1999
----------------------------------
    James L. Kemerling



                                      -6-
<PAGE>

                                  EXHIBIT INDEX
                                  -------------

Exhibit
Number                            Exhibit Description
------                            -------------------

(4.1)     WPS  Resources  1999 Stock Option Plan  (Incorporated  by reference to
          Exhibit 10-2 to the Registrant's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1999 (File No. 1-11337)).

(4.2)     WPS Resources  Corporation  1999  Non-Employee  Directors Stock Option
          Plan.

(4.3)     Restated  Articles of  Incorporation  of Registrant  (Incorporated  by
          reference to Appendix B to Amendment No. 1 to  Registration  Statement
          on Form S-4, filed February 28, 1994 (Reg. No. 33-521991)).

(4.4)     Rights  Agreement dated December 12, 1996,  between the Registrant and
          Firstar  Trust  Company  (Incorporated  by reference to Exhibit 4-1 to
          Form 8-A, filed December 13, 1996 (File No. 1-11337)).

(5)       Opinion of Foley & Lardner.

(23.1)    Consent of Arthur Andersen LLP.

(23.2)    Consent of Foley & Lardner (contained in Exhibit 5).

(24)      Power of Attorney (contained on the signature page hereto).




                                      -7-
[{"type": "S-8", "sequence": "1", "description": "WPS RESOURCES CORPORATION FORM S-8", "secsgml_size_bytes": 18644}]
{"company-data": {"conformed-name": "WPS RESOURCES CORP", "cik": "0000916863", "assigned-sic": "4931", "irs-number": "391775292", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93193", "film-number": "99778087"}, "business-address": {"street1": "700 N ADAMS ST", "street2": "PO BOX 19001", "city": "GREEN BAY", "state": "WI", "zip": "54307-9001", "phone": "9204331466"}, "mail-address": {"street1": "700 NORTH ADAMS STREET", "street2": "PO BOX 19001", "city": "GREEN BAY", "state": "WI", "zip": "54307-9001"}}
Registration No. 33-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           --------------------------

                            WPS RESOURCES CORPORATION
             (Exact name of registrant as specified in its charter)

                Wisconsin                                39-1775292
       (State or other jurisdiction                    (I.R.S. Employer
     of incorporation or organization)                Identification No.)

           700 North Adams Street
               P.O. Box 19001                              54307
            Green Bay, Wisconsin                         (Zip Code)
  (Address of principal executive offices)

                WPS Resources Corporation 1999 Stock Option Plan
     WPS Resources Corporation 1999 Non-Employee Directors Stock Option Plan
                            (Full title of the plans)

                  Larry L. Weyers
  Chairman, President and Chief Executive Officer            Copy to:
             WPS Resources Corporation
              700 North Adams Street                      Michael S. Nolan
                  P.O. Box 19001                           Foley & Lardner
            Green Bay, Wisconsin 54307                777 East Wisconsin Avenue
                  (920) 433-1727                      Milwaukee, Wisconsin 53202
(Name, address and telephone number, including area
            code, of agent for service)

                           --------------------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
       Title of                  Amount              Proposed Maximum         Proposed Maximum
   Securities to be              to be                Offering Price         Aggregate Offering          Amount of
      Registered            Registered(1)(2)             Per Share                  Price            Registration Fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock,
 $1 par value               1,600,000 shares             $24.9063(3)           $39,850,000(3)          $10,520.40

Purchase
Rights(4)
--------------------------------------------------------------------------------------------------------------------------

(1)  An aggregate of 1,500,000  shares are issuable  pursuant to the WPS Resources  Corporation 1999 Stock Option Plan and an
     aggregate of 250,000 shares are issuable  pursuant to the WPS Resources  Corporation 1999  Non-Employee  Directors Stock
     Option Plan (the "Plans").
(2)  Pursuant to Rule 416(a) under the  Securities Act of 1933,  this  Registration  Statement  also covers an  indeterminate
     number of additional  shares of Common Stock that may become  issuable as a result of stock splits,  stock  dividends or
     similar transactions pursuant to the anti-dilution provisions of the Plans.
(3)  Estimated  pursuant  to Rule  457(c)  under the  Securities  Act of 1933  solely  for the  purpose  of  calculating  the
     registration  fee based on the average of the high and low prices of the Common  Stock as reported by the New York Stock
     Exchange on December 17, 1999.
(4)  The Common Stock Purchase Rights are attached to and traded with the shares of Common Stock being registered.  The value
     attributed to the Common Stock Purchase Rights, if any, is reflected in the value attributed to the Common Stock.
---------------------------------

                                Page 1 of 8 Pages

       The Exhibit Index is on page 8 of the sequentially numbered pages.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange  Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          The following  documents have been  previously  filed by WPS Resources
Corporation ("WPS Resources") with the Commission and are incorporated herein by
reference:

          (a) WPS  Resources  Annual  Report  on Form  10-K for the  year  ended
December 31, 1998, which includes audited financial statements as of and for the
year then ended.

          (b) All other reports filed by WPS Resources pursuant to Section 13(a)
or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), since December 31, 1998.

          (c) The description of the capital stock of WPS Resources contained in
Item 1 of WPS Resources'  Registration Statement on Form 8-B, filed June 1, 1994
with the  Commission,  and any  amendments  or reports  filed for the purpose of
updating such description.

          All documents subsequently filed by WPS Resources pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Exchange Act after the date of filing of this
Registration  Statement  and  prior  to  such  time  as WPS  Resources  files  a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold shall be deemed to be  incorporated  by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Not applicable.

                                      -2-
Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          Pursuant to the Wisconsin  Business  Corporation law and Article VI of
the  By-Laws of WPS  Resources,  directors  and  officers of WPS  Resources  are
entitled  to  mandatory  indemnification  from  WPS  Resources  against  certain
liabilities and expenses to the extent such officers or directors are successful
on the  merits  or  otherwise  in  connection  with a  proceeding,  unless it is
determined that the director or officer breached or failed to perform his duties
to WPS Resources and such breach or failure  constituted:  (a) a willful failure
to deal fairly with WPS  Resources  or its  shareholders  in  connection  with a
matter in which the director or officer had a material conflict of interest; (b)
a violation of the  criminal  law unless the director or officer had  reasonable
cause to believe  his or her conduct  was lawful or had no  reasonable  cause to
believe  his or her  conduct  was  unlawful;  (c) a  transaction  from which the
director  or  officer  derived  an  improper  personal  profit;  or (d)  willful
misconduct.  It should also be noted that the Wisconsin Business Corporation Law
specifically  states  that it is the  policy of  Wisconsin  to require or permit
indemnification in connection with a proceeding involving securities regulation,
as described  therein,  to the extent required or permitted as described  above.
Additionally,  under the Wisconsin  Business  Corporation Law,  directors of WPS
Resources  are  not  subject  to  personal  liability  to  WPS  Resources,   its
shareholders  or any  person  asserting  rights on behalf  thereof  for  certain
breaches  or failures to perform  any duty  resulting  solely from their  status
except in  circumstances  paralleling  those in  subparagraphs  (a)  through (d)
outlined above.

          The  indemnification  described  above  may be broad  enough  to cover
liabilities  under  the  Securities  Act of  1933.  WPS  Resources  has in place
insurance  permitted by the Wisconsin Business  Corporation Law on behalf of its
officers and directors which may cover  liabilities  under the Securities Act of
1933.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not applicable.

Item 8.   Exhibits.
          --------

          The exhibits  filed herewith or  incorporated  herein by reference are
set forth in the attached Exhibit Index.

Item 9.   Undertakings.
          ------------

          (a) The undersigned Registrants hereby undertake:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933;

                                      -3-
(ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of the Registration Statement (or the
          most recent post-effective  amendment thereof) which,  individually or
          in the aggregate,  represent a fundamental  change in the  information
          set forth in the Registration Statement;

                    (iii) To include any  material  information  with respect to
          the plan of distribution not previously  disclosed in the Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities and Exchange Commission by the Registration pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement relating to the securities offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (b) The undersigned Registrants hereby undertake that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrants  have been  advised that in the opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      -4-
SIGNATURES
                                   ----------

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Green Bay,  State of Wisconsin,  on this 21st day of
December, 1999

                                        WPS RESOURCES CORPORATION

                                        By: /s/ Larry L. Weyers
                                            ----------------------------------
                                            Larry L. Weyers
                                            Chairman, President and Chief
                                            Executive Officer

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and  appoints  Larry L.  Weyers,  Patrick D.  Schrickel,  Daniel P.
Bittner  and  Barth  J.  Wolf,  and  each  of  them  individually,  his  or  her
attorneys-in-fact and agents, with full power of substitution and resubstitution
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration  Statement and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact  and agents,  or any of them, or
their or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

          Signature                         Title                     Date
          ---------                         -----                     ----

/s/ Larry L. Weyers                Chairman, President, Chief
---------------------------------- Executive Officer and       December 21, 1999
    Larry L. Weyers                Director (Principal
                                   Executive Officer)

/s/ Daniel P. Bittner              Senior Vice President and
---------------------------------- Chief Financial Officer     December 21, 1999
    Daniel P. Bittner              (Principal Financial
                                   Officer)

/s/ Diane L. Ford                  Vice President-Controller
---------------------------------- and Chief Accounting        December 21, 1999
    Diane L. Ford                  Officer (Principal
                                   Accounting Officer)

                                      -5-
/s/ A. Dean Arganbright            Director                    December 21, 1999
----------------------------------
    A. Dean Arganbright

/s/ Michael S. Ariens              Director                    December 21, 1999
----------------------------------
    Michael S. Ariens

/s/ Richard A. Bemis               Director                    December 21, 1999
----------------------------------
    Richard A. Bemis

/s/ Daniel A. Bollom               Director                    December 21, 1999
----------------------------------
    Daniel A. Bollom

/s/ Clarence R. Fisher             Director                    December 21, 1999
----------------------------------
    Clarence R. Fisher

/s/ Robert C. Gallagher            Director                    December 21, 1999
----------------------------------
    Robert C. Gallagher

/s/ Kathryn M. Hasselblad-Pascale  Director                    December 21, 1999
----------------------------------
    Kathryn M. Hasselblad-Pascale

/s/ James L. Kemerling             Director                    December 21, 1999
----------------------------------
    James L. Kemerling

                                      -6-
EXHIBIT INDEX
                                  -------------

Exhibit
Number                            Exhibit Description
------                            -------------------

(4.1)     WPS  Resources  1999 Stock Option Plan  (Incorporated  by reference to
          Exhibit 10-2 to the Registrant's Quarterly Report on Form 10-Q for the
          quarter ended June 30, 1999 (File No. 1-11337)).

(4.2)     WPS Resources  Corporation  1999  Non-Employee  Directors Stock Option
          Plan.

(4.3)     Restated  Articles of  Incorporation  of Registrant  (Incorporated  by
          reference to Appendix B to Amendment No. 1 to  Registration  Statement
          on Form S-4, filed February 28, 1994 (Reg. No. 33-521991)).

(4.4)     Rights  Agreement dated December 12, 1996,  between the Registrant and
          Firstar  Trust  Company  (Incorporated  by reference to Exhibit 4-1 to
          Form 8-A, filed December 13, 1996 (File No. 1-11337)).

(5)       Opinion of Foley & Lardner.

(23.1)    Consent of Arthur Andersen LLP.

(23.2)    Consent of Foley & Lardner (contained in Exhibit 5).

(24)      Power of Attorney (contained on the signature page hereto).

                                      -7-