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    WISCONSIN PUBLIC SERVICE CORPORATION

           (Exact name of registrants as specified in their charters)

          Wisconsin           39-1775292       Wisconsin        39-0715160
       (State or other         (I.R.S.      (State or other      (I.R.S.
       jurisdiction of         Employer     jurisdiction of      Employer
       incorporation or     identification  incorporation or  identification
        organization)            No.)        organization)         No.)
               

                             700 North Adams Street
                                 P. O. Box 19001
                           Green Bay, Wisconsin  54307
                    (Address of principal executive offices)
                 WPS Resources Corporation Deferred Compensation Plan
                               (Full title of the plan)

               Daniel A. Bollom                            Copy to:
    President and Chief Executive Officer
          WPS Resources Corporation                    Michael S. Nolan
         and Wisconsin Public Service                  Foley & Lardner
                 Corporation                      777 East Wisconsin Avenue
            700 North Adams Street             Milwaukee, Wisconsin 53202-5367
               P. O. Box 19001                 Telephone Number:  414-297-5672
          Green Bay, Wisconsin 54307
       Telephone Number:  414-433-1598
     (Name, address and telephone number,
      including area code, of agent for
                   service)
                           __________________________
                         CALCULATION OF REGISTRATION FEE

                                    Proposed     Proposed
                                     Maximum      Maximum
        Title of        Amount      Offering     Aggregate     Amount of
    Securities to be     to be        Price      Offering    Registration
       Registered     Registered   Per Share       Price          Fee

        Deferred      $5,890,000      100%      $5,890,000(2)   $2,031
      Compensation                  
    Obligations (1)
     Common Stock,      30,000
       $1.00 par        shares     $32.3125(3)  $969,375(3)      $335
        value(1)

   (1)  The Deferred Compensation Obligations are unsecured obligations of
        WPS Resources Corporation and Wisconsin Public Service Corporation to
        pay deferred compensation in the future to certain of their employees
        in accordance with the terms of the WPS Resources Corporation
        Deferred Compensation Plan.  Certain of such Deferred Compensation
        Obligations may be fulfilled, at the option of WPS Resources
        Corporation or Wisconsin Public Service Corporation, as the case may
        be, in cash or Common Stock of WPS Resources Corporation;
        accordingly, 30,000 shares of Common Stock of WPS Resources
        Corporation are also being registered hereunder.

   (2)  Estimated solely for the purpose of determining the registration fee.

   (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 14, 1995.

        In addition, pursuant to Rule 416(c) under the Securities Act of
   1933, this Registration Statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plan
   described herein.

   Page ___ of ____ pages.    The Exhibit Index is located at page ___.
   <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 Wisconsin
   Public Service Corporation (the "Company") and WPS Resources Corporation
   ("WPS Resources") with the Commission and are incorporated herein by
   reference:

             (a)  The Company's Annual Report on Form 10-K for the year ended
   December 31, 1994, which includes audited financial statements as of and
   for the year then ended.

             (b)  WPS Resources Annual Report on Form 10-K for the year ended
   December 31, 1994, which includes audited financial statements as of and
   for the year then ended.

             (c)  All other reports filed by the Company and 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, 1994.

             (d)  The description of the capital stock of WPS Resources
   contained in Item 1 of the Company's 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 the Company, WPS Resources
   or the Wisconsin Public Service Corporation Deferred Compensation Plan
   (the "Plan") 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 the Company and 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.

             The Common Stock of WPS Resources is registered under Section 12
   of the Exchange Act and, accordingly, no description is provided
   hereunder.

             Under the Plan, eligible employees of WPS Resources and the
   Company ("Participant(s)") may voluntarily defer up to 30% of such
   Participant's compensation, in increments of 1%.  A Participant may defer
   more than 30% of his or her compensation only with the approval of the
   Compensation Committee of the Board of Directors of WPS Resources (the
   "Compensation Committee").  Two separate accounts are established under
   the Plan for determining the amount of benefits accumulated by
   Participants pursuant to voluntary deferrals, an account known as Reserve
   Account B and an account known as a Stock Account.  The obligations
   ("Obligations") to pay to Participants amounts voluntarily deferred into
   such accounts pursuant to the Plan will be unsecured obligations of the
   entity obligated to pay the compensation which was deferred.

             Reserve Account B.  Reserve Account B will be credited with that
   portion of a voluntary deferral made by a Participant which such
   Participant elects to allocate to this account plus any amount in excess
   of 30% of compensation which an executive elects to defer in any year. 
   Balances of Participants in Reserve Account B will be credited with an
   interest equivalent for each month at a rate equal to the greater of (i)
   0.5% or (ii) 70% of 1/12th of the ROE (return on equity) for the 12-month
   period ended on the respective preceding September 30 for the months of
   January through March and October through December and for the 12-month
   period ended on the preceding March 31 for the months of April through
   September.  The Compensation Committee may revise the interest equivalent
   rate for Reserve Account B or the manner in which such rate is calculated,
   but the rate may not be reduced below 6% per annum.

             Change in Control.  In the event of a "Change in Control", the
   minimum interest equivalent rate under Reserve Account B shall be the
   greater of (i) 6% per annum or (ii) a rate equal to two percentage points
   above the prime lending rate of Firstar Bank Milwaukee, Milwaukee,
   Wisconsin.  A Change in Control means any of the following events:

             (i)  approval by the shareholders of WPS Resources or the
                  Company of a merger or consolidation of WPS Resources or
                  the Company with or into another corporation if neither WPS
                  Resources, the Company nor any of their subsidiaries will
                  be the surviving corporation or a disposition of all or
                  substantially all of WPS Resources' or the Company's assets
                  other than to a subsidiary of WPS Resources or the Company;

             (ii) the acquisition by any person (other than WPS Resources or
                  the Company or any of their subsidiaries or the Wisconsin
                  Public Service Corporation Employee Stock Ownership Plan
                  and Trust or the WPS Resources Corporation Deferred
                  Compensation and Supplemental Benefits Trust (the "Trust"))
                  of beneficial ownership of 15% or more of the voting power
                  of the shares of capital stock of WPS Resources;

            (iii) during any consecutive two-year period, a majority of
                  the Board of Directors of WPS Resources consists of
                  persons who were neither directors at the beginning of
                  such period nor persons whose nominations or elections
                  were approved by a vote of two-thirds of the directors
                  then in office;

             (iv) a loss of 15% or more of the customers of the Company
                  resulting from the exercise of statutorily granted
                  condemnation powers by any government entity.

             Stock Account.  The Stock Account will be credited with that
   portion of a voluntary deferral (not exceeding an amount equal to 30% of a
   Participant's compensation for any year) made by a Participant after
   December 31, 1995 which such Participant elects to allocate to this
   account.  Each month, such deferrals and dividends payable on stock units
   will be converted, for record keeping purposes, into whole and fractional
   stock units based on the average purchase price of all shares of Common
   Stock of WPS Resources (the "Common Stock") purchased during that month by
   or on behalf of the Trust and the WPS Resources Corporation Stock
   Investment Plan.  Participants electing to allocate deferrals to the Stock
   Account will have no rights of a shareholder resulting from the stock
   units in their account.  The Company may, however, elect to have shares of
   Common Stock purchased by the Trust in an amount equal to a portion of the
   stock units in the Stock Account.  Under the Trust, although Participants
   under the Plan will have no proprietary interest in shares purchased by
   the Trust and will remain general unsecured creditors of the Company with
   respect to amounts deferred under the Plan, shares held by the Trust will
   for purposes of exercising voting rights, be allocated proportionately to
   the share units in the respective Participants' stock accounts and voted
   in accordance with the instructions of such Participants.  Voluntary
   deferrals in excess of 30% of a Participant's compensation for any year
   will be credited to Reserve Account B.

             Elections.  Elections respecting deferrals may be revised
   prospectively prior to the beginning of each month.  In the case of
   Participants subject to Section 16 of the Securities Exchange Act of 1934,
   as amended (the "1934 Act"), on or after the mandatory effective date for
   complying with the new Rule 16b-3 of the Securities and Exchange
   Commission, revised elections will be effective only as to months
   commencing at least six months after the revised election is received by
   the Secretary of the Company.

             Distributions.  Distributions from Deferred Compensation Plan
   Accounts will be made in 1, 3, 6, 9, 12 or 15 annual installments, as
   elected by the Participant and will commence within 60 days following the
   end of the calendar year in which occurs the Participant's retirement or
   termination of employment or service.  A Participant may modify a
   distribution election with respect to timing and number of installments,
   but such revision will take effect only if the Participant remains a
   director of, or employed by, the Company or a subsidiary or affiliate
   thereof for 24 consecutive months following the revised election.  For
   purposes of determining distribution amounts, share units in the Stock
   Account will be valued on the basis of the closing price as reported in
   The Wall Street Journal as New York Stock Exchange-Composite Transactions
   on January 21 (or if not a trading day the next preceding trading day) of
   each year.

             Distributions attributable to a Participant's Stock Account
   shall be made in cash and/or whole shares of Common Stock as determined by
   the Compensation Committee in its sole discretion.  Distributions
   attributable to Reserve Account B shall be made in cash.  Unless a
   Participant otherwise elects, income tax on each distribution will be
   withheld from the cash portion of the distribution and Common Stock will
   be used to satisfy withholding obligations only to the extent that the
   cash portion of the distribution is insufficient.  For Participants
   subject to Section 16 of the 1934 Act, elections must be received by the
   Secretary of the Company at least six months prior to the date the Common
   Stock is distributed.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation law and Article
   VI of the By-Laws of each of WPS Resources and the Company, directors and
   officers of each of WPS Resources and the Company are entitled to
   mandatory indemnification from each of WPS Resources and Company,
   respectively, 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 the WPS Resources
   and/or the Company, as the case may be, and such breach or failure
   constituted:  (a) a willful failure to deal fairly with WPS Resources
   and/or the Company, as the case may be, or their respective 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 and the Company are not subject to personal liability to WPS
   Resources and/or the Company, as the case may be, their respective
   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.  The Company and WPS
   Resources have 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 following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:
    Exhibit No.        Exhibit

        (4)       WPS Resources Corporation Deferred Compensation
                  Plan

        (5)       Opinion of Foley & Lardner

       (23.1)     Consent of Arthur Andersen LLP

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

        (24)      Power of Attorney relating to subsequent amendments
                  (included on the signature page to this
                  Registration Statement)

   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 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.

             (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 Registrants 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 Registrants of expenses
   incurred or paid by a director, officer or controlling person of the
   Registrants 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 Registrants 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.

   <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, and State of
   Wisconsin, on this 14th day of December, 1995.


                            WPS RESOURCES CORPORATION



                            By:  /s/ Robert H. Knuth          
                                 Robert H. Knuth
                                 Assistant Vice President and Secretary





                                POWER OF ATTORNEY

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.  Each person whose signature
   appears below constitutes and appoints Robert H. Knuth and Francis J.
   Kicsar, and each of them individually, his or her true and lawful
   attorney-in-fact and agent, with full power of substitution and
   revocation, 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 either of them, may lawfully do or cause
   to be done by virtue hereof.



            Signature                   Title                  Date


    /s/ Daniel A. Bollom      President, Chief          December 14, 1995
    Daniel A. Bollom          Executive Officer and
                              Director (Principal
                              Executive Officer)


    /s/ Patrick D. Schrickel  Vice President            December 14, 1995
    Patrick D. Schrickel      (Principal Financial
                              Officer)



    /s/ Diane L. Ford         Controller (Principal     December 14, 1995
    Diane L. Ford             Accounting Officer)



    /s/ A. Dean Arganbright   Director                  December 14, 1995
    A. Dean Arganbright



    /s/ Michael S. Ariens     Director                  December 14, 1995
    Michael S. Ariens



    /s/ Richard A. Bemis      Director                  December 14, 1995
    Richard A. Bemis   




    /s/ Sister M. Lois,       Director                  December 14, 1995
        Bush, SSM
    Sister M. Lois Bush, SSM



    /s/ Robert C. Gallagher   Director                  December 14, 1995
    Robert C. Gallagher      
     




    /s/ Kathryn M.            Director                  December 14, 1995
       Hasselblad-Pascale  
    Kathryn M. Hasselblad-
       Pascale


     
    /s/ James L. Kemerling    Director                  December 14, 1995
    James L. Kemerling




    /s/ Linus M. Stoll        Director                  December 14, 1995
    Linus M. Stoll



                                   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, and State of
   Wisconsin, on this 14th day of December, 1995.


                            WISCONSIN PUBLIC SERVICE CORPORATION



                            By:  /s/ Robert H. Knuth                  
                                 Robert H. Knuth
                                 Assistant Vice President and Secretary





                                POWER OF ATTORNEY

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.  Each person whose signature
   appears below constitutes and appoints Robert H. Knuth and Francis J.
   Kicsar, and each of them individually, his or her true and lawful
   attorney-in-fact and agent, with full power of substitution and
   revocation, 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 either of them, may lawfully do or cause
   to be done by virtue hereof.

   <PAGE>
            Signature                  Title                 Date



    /s/ Daniel A. Bollom      President, Chief         December 14, 1995
    Daniel A. Bollom          Executive Officer and
                              Director (Principal
                              Executive Officer)



    /s/ Patrick D. Schrickel  Vice President           December 14, 1995
    Patrick D. Schrickel      (Principal Financial
                              Officer)



    /s/ Diane L. Ford         Controller (Principal    December 14, 1995
    Diane L. Ford             Accounting Officer)




    /s/ A. Dean Arganbright   Director                 December 14, 1995
    A. Dean Arganbright




    /s/ Michael S. Ariens     Director                 December 14, 1995
    Michael S. Ariens



    /s/ Richard A. Bemis      Director                 December 14, 1995
    Richard A. Bemis   




    /s/ Sister M. Lois Bush,  Director                 December 14, 1995
         SSM
    Sister M. Lois Bush, SSM



    /s/ Robert C. Gallagher   Director                 December 14, 1995
    Robert C. Gallagher      
     



    /s/ Kathryn M.            Director                 December 14, 1995
        Hasselblad-Pascale
    Kathryn M. Hasselblad-
      Pascale


     
    /s/ James L. Kemerling    Director                 December 14, 1995
    James L. Kemerling




    /s/ Linus M. Stoll        Director                 December 14, 1995
    Linus M. Stoll



             The Plan.  Pursuant to the requirements of the Securities Act of
   1933, the members of the Compensation Committee of the WPS Resources
   Corporation Board of Directors and Robert H. Knuth, Secretary of WPS
   Resources Corporation, who together administer the Plan, have duly caused
   this Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Green Bay, and State of
   Wisconsin, on this 14th day of December, 1995.


                                      WPS RESOURCES CORPORATION
                                      DEFERRED COMPENSATION PLAN



                                      By: /s/ A. Dean Arganbright           
                                          A. Dean Arganbright




                                      By:/s/ Robert C. Gallagher        
                                           Robert C. Gallagher



                                      By:/a/ James L. Kemerling         
                                           James L. Kemerling




                                      Members of the Compensation Committee
                                      of the WPS Resources Corporation Board
                                      of Directors



                                      /s/ Robert H. Knuth        
                                      Robert H. Knuth, Secretary
                                      WPS Resources Corporation

   <PAGE>
                                  EXHIBIT INDEX

                            WPS RESOURCES CORPORATION
                           DEFERRED COMPENSATION PLAN

     Exhibit No.                       Exhibit

         (4)       WPS Resources Corporation Deferred Compensation
                   Plan
         (5)       Opinion of Foley & Lardner

       (23.1)      Consent of Arthur Andersen LLP

       (23.2)      Consent of Foley & Lardner (contained in Exhibit
                   5 hereto)
        (24)       Power of Attorney relating to subsequent
                   amendments (included on the signature page to
                   this Registration Statement)
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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    WISCONSIN PUBLIC SERVICE CORPORATION

           (Exact name of registrants as specified in their charters)

          Wisconsin           39-1775292       Wisconsin        39-0715160
       (State or other         (I.R.S.      (State or other      (I.R.S.
       jurisdiction of         Employer     jurisdiction of      Employer
       incorporation or     identification  incorporation or  identification
        organization)            No.)        organization)         No.)
               

                             700 North Adams Street
                                 P. O. Box 19001
                           Green Bay, Wisconsin  54307
                    (Address of principal executive offices)
                 WPS Resources Corporation Deferred Compensation Plan
                               (Full title of the plan)

               Daniel A. Bollom                            Copy to:
    President and Chief Executive Officer
          WPS Resources Corporation                    Michael S. Nolan
         and Wisconsin Public Service                  Foley & Lardner
                 Corporation                      777 East Wisconsin Avenue
            700 North Adams Street             Milwaukee, Wisconsin 53202-5367
               P. O. Box 19001                 Telephone Number:  414-297-5672
          Green Bay, Wisconsin 54307
       Telephone Number:  414-433-1598
     (Name, address and telephone number,
      including area code, of agent for
                   service)
                           __________________________
                         CALCULATION OF REGISTRATION FEE

                                    Proposed     Proposed
                                     Maximum      Maximum
        Title of        Amount      Offering     Aggregate     Amount of
    Securities to be     to be        Price      Offering    Registration
       Registered     Registered   Per Share       Price          Fee

        Deferred      $5,890,000      100%      $5,890,000(2)   $2,031
      Compensation                  
    Obligations (1)
     Common Stock,      30,000
       $1.00 par        shares     $32.3125(3)  $969,375(3)      $335
        value(1)

   (1)  The Deferred Compensation Obligations are unsecured obligations of
        WPS Resources Corporation and Wisconsin Public Service Corporation to
        pay deferred compensation in the future to certain of their employees
        in accordance with the terms of the WPS Resources Corporation
        Deferred Compensation Plan.  Certain of such Deferred Compensation
        Obligations may be fulfilled, at the option of WPS Resources
        Corporation or Wisconsin Public Service Corporation, as the case may
        be, in cash or Common Stock of WPS Resources Corporation;
        accordingly, 30,000 shares of Common Stock of WPS Resources
        Corporation are also being registered hereunder.

   (2)  Estimated solely for the purpose of determining the registration fee.

   (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 14, 1995.

        In addition, pursuant to Rule 416(c) under the Securities Act of
   1933, this Registration Statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plan
   described herein.

   Page ___ of ____ pages.    The Exhibit Index is located at 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 Wisconsin
   Public Service Corporation (the "Company") and WPS Resources Corporation
   ("WPS Resources") with the Commission and are incorporated herein by
   reference:

             (a)  The Company's Annual Report on Form 10-K for the year ended
   December 31, 1994, which includes audited financial statements as of and
   for the year then ended.

             (b)  WPS Resources Annual Report on Form 10-K for the year ended
   December 31, 1994, which includes audited financial statements as of and
   for the year then ended.

             (c)  All other reports filed by the Company and 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, 1994.

             (d)  The description of the capital stock of WPS Resources
   contained in Item 1 of the Company's 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 the Company, WPS Resources
   or the Wisconsin Public Service Corporation Deferred Compensation Plan
   (the "Plan") 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 the Company and 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.

             The Common Stock of WPS Resources is registered under Section 12
   of the Exchange Act and, accordingly, no description is provided
   hereunder.

             Under the Plan, eligible employees of WPS Resources and the
   Company ("Participant(s)") may voluntarily defer up to 30% of such
   Participant's compensation, in increments of 1%.  A Participant may defer
   more than 30% of his or her compensation only with the approval of the
   Compensation Committee of the Board of Directors of WPS Resources (the
   "Compensation Committee").  Two separate accounts are established under
   the Plan for determining the amount of benefits accumulated by
   Participants pursuant to voluntary deferrals, an account known as Reserve
   Account B and an account known as a Stock Account.  The obligations
   ("Obligations") to pay to Participants amounts voluntarily deferred into
   such accounts pursuant to the Plan will be unsecured obligations of the
   entity obligated to pay the compensation which was deferred.

             Reserve Account B.  Reserve Account B will be credited with that
   portion of a voluntary deferral made by a Participant which such
   Participant elects to allocate to this account plus any amount in excess
   of 30% of compensation which an executive elects to defer in any year. 
   Balances of Participants in Reserve Account B will be credited with an
   interest equivalent for each month at a rate equal to the greater of (i)
   0.5% or (ii) 70% of 1/12th of the ROE (return on equity) for the 12-month
   period ended on the respective preceding September 30 for the months of
   January through March and October through December and for the 12-month
   period ended on the preceding March 31 for the months of April through
   September.  The Compensation Committee may revise the interest equivalent
   rate for Reserve Account B or the manner in which such rate is calculated,
   but the rate may not be reduced below 6% per annum.

             Change in Control.  In the event of a "Change in Control", the
   minimum interest equivalent rate under Reserve Account B shall be the
   greater of (i) 6% per annum or (ii) a rate equal to two percentage points
   above the prime lending rate of Firstar Bank Milwaukee, Milwaukee,
   Wisconsin.  A Change in Control means any of the following events:

             (i)  approval by the shareholders of WPS Resources or the
                  Company of a merger or consolidation of WPS Resources or
                  the Company with or into another corporation if neither WPS
                  Resources, the Company nor any of their subsidiaries will
                  be the surviving corporation or a disposition of all or
                  substantially all of WPS Resources' or the Company's assets
                  other than to a subsidiary of WPS Resources or the Company;

             (ii) the acquisition by any person (other than WPS Resources or
                  the Company or any of their subsidiaries or the Wisconsin
                  Public Service Corporation Employee Stock Ownership Plan
                  and Trust or the WPS Resources Corporation Deferred
                  Compensation and Supplemental Benefits Trust (the "Trust"))
                  of beneficial ownership of 15% or more of the voting power
                  of the shares of capital stock of WPS Resources;

            (iii) during any consecutive two-year period, a majority of
                  the Board of Directors of WPS Resources consists of
                  persons who were neither directors at the beginning of
                  such period nor persons whose nominations or elections
                  were approved by a vote of two-thirds of the directors
                  then in office;

             (iv) a loss of 15% or more of the customers of the Company
                  resulting from the exercise of statutorily granted
                  condemnation powers by any government entity.

             Stock Account.  The Stock Account will be credited with that
   portion of a voluntary deferral (not exceeding an amount equal to 30% of a
   Participant's compensation for any year) made by a Participant after
   December 31, 1995 which such Participant elects to allocate to this
   account.  Each month, such deferrals and dividends payable on stock units
   will be converted, for record keeping purposes, into whole and fractional
   stock units based on the average purchase price of all shares of Common
   Stock of WPS Resources (the "Common Stock") purchased during that month by
   or on behalf of the Trust and the WPS Resources Corporation Stock
   Investment Plan.  Participants electing to allocate deferrals to the Stock
   Account will have no rights of a shareholder resulting from the stock
   units in their account.  The Company may, however, elect to have shares of
   Common Stock purchased by the Trust in an amount equal to a portion of the
   stock units in the Stock Account.  Under the Trust, although Participants
   under the Plan will have no proprietary interest in shares purchased by
   the Trust and will remain general unsecured creditors of the Company with
   respect to amounts deferred under the Plan, shares held by the Trust will
   for purposes of exercising voting rights, be allocated proportionately to
   the share units in the respective Participants' stock accounts and voted
   in accordance with the instructions of such Participants.  Voluntary
   deferrals in excess of 30% of a Participant's compensation for any year
   will be credited to Reserve Account B.

             Elections.  Elections respecting deferrals may be revised
   prospectively prior to the beginning of each month.  In the case of
   Participants subject to Section 16 of the Securities Exchange Act of 1934,
   as amended (the "1934 Act"), on or after the mandatory effective date for
   complying with the new Rule 16b-3 of the Securities and Exchange
   Commission, revised elections will be effective only as to months
   commencing at least six months after the revised election is received by
   the Secretary of the Company.

             Distributions.  Distributions from Deferred Compensation Plan
   Accounts will be made in 1, 3, 6, 9, 12 or 15 annual installments, as
   elected by the Participant and will commence within 60 days following the
   end of the calendar year in which occurs the Participant's retirement or
   termination of employment or service.  A Participant may modify a
   distribution election with respect to timing and number of installments,
   but such revision will take effect only if the Participant remains a
   director of, or employed by, the Company or a subsidiary or affiliate
   thereof for 24 consecutive months following the revised election.  For
   purposes of determining distribution amounts, share units in the Stock
   Account will be valued on the basis of the closing price as reported in
   The Wall Street Journal as New York Stock Exchange-Composite Transactions
   on January 21 (or if not a trading day the next preceding trading day) of
   each year.

             Distributions attributable to a Participant's Stock Account
   shall be made in cash and/or whole shares of Common Stock as determined by
   the Compensation Committee in its sole discretion.  Distributions
   attributable to Reserve Account B shall be made in cash.  Unless a
   Participant otherwise elects, income tax on each distribution will be
   withheld from the cash portion of the distribution and Common Stock will
   be used to satisfy withholding obligations only to the extent that the
   cash portion of the distribution is insufficient.  For Participants
   subject to Section 16 of the 1934 Act, elections must be received by the
   Secretary of the Company at least six months prior to the date the Common
   Stock is distributed.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation law and Article
   VI of the By-Laws of each of WPS Resources and the Company, directors and
   officers of each of WPS Resources and the Company are entitled to
   mandatory indemnification from each of WPS Resources and Company,
   respectively, 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 the WPS Resources
   and/or the Company, as the case may be, and such breach or failure
   constituted:  (a) a willful failure to deal fairly with WPS Resources
   and/or the Company, as the case may be, or their respective 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 and the Company are not subject to personal liability to WPS
   Resources and/or the Company, as the case may be, their respective
   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.  The Company and WPS
   Resources have 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 following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:
    Exhibit No.        Exhibit

        (4)       WPS Resources Corporation Deferred Compensation
                  Plan

        (5)       Opinion of Foley & Lardner

       (23.1)     Consent of Arthur Andersen LLP

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

        (24)      Power of Attorney relating to subsequent amendments
                  (included on the signature page to this
                  Registration Statement)

   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 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.

             (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 Registrants 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 Registrants of expenses
   incurred or paid by a director, officer or controlling person of the
   Registrants 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 Registrants 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.
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, and State of
   Wisconsin, on this 14th day of December, 1995.

                            WPS RESOURCES CORPORATION

                            By:  /s/ Robert H. Knuth          
                                 Robert H. Knuth
                                 Assistant Vice President and Secretary

                                POWER OF ATTORNEY

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.  Each person whose signature
   appears below constitutes and appoints Robert H. Knuth and Francis J.
   Kicsar, and each of them individually, his or her true and lawful
   attorney-in-fact and agent, with full power of substitution and
   revocation, 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 either of them, may lawfully do or cause
   to be done by virtue hereof.

            Signature                   Title                  Date

    /s/ Daniel A. Bollom      President, Chief          December 14, 1995
    Daniel A. Bollom          Executive Officer and
                              Director (Principal
                              Executive Officer)

    /s/ Patrick D. Schrickel  Vice President            December 14, 1995
    Patrick D. Schrickel      (Principal Financial
                              Officer)

    /s/ Diane L. Ford         Controller (Principal     December 14, 1995
    Diane L. Ford             Accounting Officer)

    /s/ A. Dean Arganbright   Director                  December 14, 1995
    A. Dean Arganbright

    /s/ Michael S. Ariens     Director                  December 14, 1995
    Michael S. Ariens

    /s/ Richard A. Bemis      Director                  December 14, 1995
    Richard A. Bemis   

    /s/ Sister M. Lois,       Director                  December 14, 1995
        Bush, SSM
    Sister M. Lois Bush, SSM

    /s/ Robert C. Gallagher   Director                  December 14, 1995
    Robert C. Gallagher      
     

    /s/ Kathryn M.            Director                  December 14, 1995
       Hasselblad-Pascale  
    Kathryn M. Hasselblad-
       Pascale

     
    /s/ James L. Kemerling    Director                  December 14, 1995
    James L. Kemerling

    /s/ Linus M. Stoll        Director                  December 14, 1995
    Linus M. Stoll

                                   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, and State of
   Wisconsin, on this 14th day of December, 1995.

                            WISCONSIN PUBLIC SERVICE CORPORATION

                            By:  /s/ Robert H. Knuth                  
                                 Robert H. Knuth
                                 Assistant Vice President and Secretary

                                POWER OF ATTORNEY

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.  Each person whose signature
   appears below constitutes and appoints Robert H. Knuth and Francis J.
   Kicsar, and each of them individually, his or her true and lawful
   attorney-in-fact and agent, with full power of substitution and
   revocation, 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 either of them, may lawfully do or cause
   to be done by virtue hereof.
Signature                  Title                 Date

    /s/ Daniel A. Bollom      President, Chief         December 14, 1995
    Daniel A. Bollom          Executive Officer and
                              Director (Principal
                              Executive Officer)

    /s/ Patrick D. Schrickel  Vice President           December 14, 1995
    Patrick D. Schrickel      (Principal Financial
                              Officer)

    /s/ Diane L. Ford         Controller (Principal    December 14, 1995
    Diane L. Ford             Accounting Officer)

    /s/ A. Dean Arganbright   Director                 December 14, 1995
    A. Dean Arganbright

    /s/ Michael S. Ariens     Director                 December 14, 1995
    Michael S. Ariens

    /s/ Richard A. Bemis      Director                 December 14, 1995
    Richard A. Bemis   

    /s/ Sister M. Lois Bush,  Director                 December 14, 1995
         SSM
    Sister M. Lois Bush, SSM

    /s/ Robert C. Gallagher   Director                 December 14, 1995
    Robert C. Gallagher      
     

    /s/ Kathryn M.            Director                 December 14, 1995
        Hasselblad-Pascale
    Kathryn M. Hasselblad-
      Pascale

     
    /s/ James L. Kemerling    Director                 December 14, 1995
    James L. Kemerling

    /s/ Linus M. Stoll        Director                 December 14, 1995
    Linus M. Stoll

             The Plan.  Pursuant to the requirements of the Securities Act of
   1933, the members of the Compensation Committee of the WPS Resources
   Corporation Board of Directors and Robert H. Knuth, Secretary of WPS
   Resources Corporation, who together administer the Plan, have duly caused
   this Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Green Bay, and State of
   Wisconsin, on this 14th day of December, 1995.

                                      WPS RESOURCES CORPORATION
                                      DEFERRED COMPENSATION PLAN

                                      By: /s/ A. Dean Arganbright           
                                          A. Dean Arganbright

                                      By:/s/ Robert C. Gallagher        
                                           Robert C. Gallagher

                                      By:/a/ James L. Kemerling         
                                           James L. Kemerling

                                      Members of the Compensation Committee
                                      of the WPS Resources Corporation Board
                                      of Directors

                                      /s/ Robert H. Knuth        
                                      Robert H. Knuth, Secretary
                                      WPS Resources Corporation
EXHIBIT INDEX

                            WPS RESOURCES CORPORATION
                           DEFERRED COMPENSATION PLAN

     Exhibit No.                       Exhibit

         (4)       WPS Resources Corporation Deferred Compensation
                   Plan
         (5)       Opinion of Foley & Lardner

       (23.1)      Consent of Arthur Andersen LLP

       (23.2)      Consent of Foley & Lardner (contained in Exhibit
                   5 hereto)
        (24)       Power of Attorney relating to subsequent
                   amendments (included on the signature page to
                   this Registration Statement)