<html>
<body>

<font SIZE="2">
<p ALIGN="RIGHT">Registration No. 333-______<br>
</p>
<p ALIGN="CENTER">UNITED STATES SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549<br>
______________________<br>
</p>
<p ALIGN="CENTER">FORM S-8<br>
REGISTRATION STATEMENT<br>
Under<br>
THE SECURITIES ACT OF 1933<br>
______________________<br>
</p>
</font>
<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="642">
  <tr>
    <td VALIGN="TOP" COLSPAN="5"><b><u><font SIZE="2">
      <p ALIGN="CENTER">WPS Resources Corporation</font></u></b></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="5"><font SIZE="2">
      <p ALIGN="CENTER">(Exact name of registrant as specified in its charter)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="5">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP" COLSPAN="2"><u><font SIZE="2">
      <p ALIGN="CENTER">Wisconsin</font></u></td>
    <td WIDTH="50%" VALIGN="TOP" COLSPAN="3"><u><font SIZE="2">
      <p ALIGN="CENTER">39-1775292</font></u></td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP" COLSPAN="2"><font SIZE="2">
      <p ALIGN="CENTER">(State or other jurisdiction of incorporation or
      organization)</font></td>
    <td WIDTH="50%" VALIGN="TOP" COLSPAN="3"><font SIZE="2">
      <p ALIGN="CENTER">(I.R.S. Employer&nbsp;&nbsp;<br>
      Identification No.)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="5">&nbsp;</td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="5"><font SIZE="2">
      <p ALIGN="CENTER">700 North Adams Street<br>
      P. O. Box 19001<u><br>
      Green Bay, Wisconsin 54307-9001</u><br>
      (Address of principal executive offices)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="5"><b><u><font SIZE="2">
      <p ALIGN="CENTER">WPS Resources Corporation 2005 Omnibus Incentive
      Compensation Plan</font></u></b><font SIZE="2"><br>
      (Full title of the plan)</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="33%" VALIGN="TOP" COLSPAN="3">&nbsp;</td>
    <td WIDTH="34%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="50%" VALIGN="TOP" COLSPAN="3"><font SIZE="2">
      <p ALIGN="CENTER">Larry L. Weyers<br>
      Chairman, President, and Chief Executive Officer<br>
      WPS Resources Corporation<br>
      700 North Adams Street<br>
      P. O. Box 19001<br>
      Green Bay, Wisconsin 54307-9001<u><br>
      (920) 433-1727</u><br>
      (Name and address, and telephone number, including area code, of agent for
      service)</font></td>
    <td WIDTH="50%" VALIGN="TOP" COLSPAN="2"><font SIZE="2">
      <p ALIGN="CENTER">Copy to:<br>
      <br>
      Russell E. Ryba<br>
      Foley &amp; Lardner LLP<br>
      777 East Wisconsin Avenue<br>
      Milwaukee, Wisconsin 53202-5367<br>
      (414) 297-5668</font></td>
  </tr>
</table>
<b><font SIZE="2">
<p ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</p>
</font></b>
<table BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="684">
  <tr>
    <td WIDTH="27%" VALIGN="BOTTOM"><font SIZE="1">
      <p>Title of Each Class of Securities to&nbsp;<br>
      <u> be Registered</u></font></td>
    <td WIDTH="18%" VALIGN="BOTTOM"><font SIZE="1">
      <p ALIGN="CENTER">Amount to be<br>
      <u>Registered</u>(1)</font></td>
    <td WIDTH="16%" VALIGN="BOTTOM"><font SIZE="1">
      <p ALIGN="CENTER">Proposed Maximum<br>
      Offering Price Per <u>Unit</u>(2)</font></td>
    <td WIDTH="24%" VALIGN="BOTTOM"><font SIZE="1">
      <p ALIGN="CENTER">Proposed Maximum<br>
      Aggregate<br>
      <u>
      Offering Price</u>(2)</font></td>
    <td WIDTH="16%" VALIGN="BOTTOM"><font SIZE="1">
      <p ALIGN="CENTER">Amount of<br>
      Registration<br>
      <u>
      Fee</u></font></td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP" HEIGHT="10">
      <p></p>
    </td>
    <td WIDTH="18%" VALIGN="TOP" HEIGHT="10">
      <p></p>
    </td>
    <td WIDTH="16%" VALIGN="TOP" HEIGHT="10">
      <p></p>
    </td>
    <td WIDTH="24%" VALIGN="TOP" HEIGHT="10">
      <p></p>
    </td>
    <td WIDTH="16%" VALIGN="TOP" HEIGHT="10">
      <p></p>
    </td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP"><font SIZE="1">
      <p>Common Stock</font></td>
    <td WIDTH="18%" VALIGN="TOP"><font SIZE="1">
      <p ALIGN="CENTER">1,600,000</font></td>
    <td WIDTH="16%" VALIGN="TOP"><font SIZE="1">
      <p ALIGN="CENTER">$57.7250</font></td>
    <td WIDTH="24%" VALIGN="TOP"><font SIZE="1">
      <p ALIGN="CENTER">$92,360,000</font></td>
    <td WIDTH="16%" VALIGN="TOP"><font SIZE="1">
      <p ALIGN="CENTER">$10,870.77</font></td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP"><font SIZE="1">
      <p>Common Stock Purchase Rights</font></td>
    <td WIDTH="18%" VALIGN="TOP"><font SIZE="1">
      <p ALIGN="CENTER">1,600,000</font></td>
    <td WIDTH="16%" VALIGN="TOP"><font SIZE="1">
      <p ALIGN="CENTER">(3)</font></td>
    <td WIDTH="24%" VALIGN="TOP"><font SIZE="1">
      <p ALIGN="CENTER">(3)</font></td>
    <td WIDTH="16%" VALIGN="TOP"><font SIZE="1">
      <p ALIGN="CENTER">(3)</font></td>
  </tr>
</table>
<blockquote>
  <font SIZE="1">
  <p>(1) Pursuant to Rule 416 under the Securities Act of 1933, in the event of
  a stock split, stock dividend, or similar transaction involving the Common
  Stock, in order to prevent dilution, the number of shares registered shall be
  automatically increased to cover additional shares.</p>
  <p>(2) Estimated, pursuant to and in accordance with Rule 457(c), solely for
  the purpose of computing the registration fee based on the average of the low
  and high prices as reported on the New York Stock Exchange on August 23, 2005,
  which date was within five business days of the date of this filing.</p>
  <p>(3) The Common Stock Purchase Rights are attached to and traded with the
  shares of Common Stock being registered. The value attributable to the Common
  Stock Purchase Rights, if any, is reflected in the value attributable to the
  Common Stock.</p>
  </blockquote>
</font>
<p ALIGN="left">&nbsp;</p>
<p ALIGN="left">&lt;PAGE&gt;</p>
<p ALIGN="CENTER">PART I<br>
<br>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The document or documents containing the information specified in Part I are
not required to be filed with the Securities and Exchange Commission (the
&quot;Commission&quot;) as part of this Form S-8 Registration Statement.</p>
<p ALIGN="CENTER">PART II<br>
<br>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>
        <p>ITEM 3. <u>INCORPORATION OF DOCUMENTS BY REFERENCE</u>.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following documents have been previously filed by WPS Resources
Corporation (&quot;WPS Resources&quot;) with the Commission and are incorporated
herein by reference:</p>
<blockquote>
            <p>(a) Annual Report on Form 10-K of WPS Resources and Wisconsin
            Public Service Corporation for the year ended December 31, 2004
            (filed with the Commission on March 9, 2005) as updated by Current
            Report on Form 8-K dated August 25, 2005 (filed with the Commission
            on August 26, 2005).</p>
            <p>(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
            2005 (filed with the Commission on May 5, 2005) as updated by
            Current Report on Form 8-K dated August 25, 2005 (filed with the
            Commission on August 26, 2005).</p>
            <p>(c) Quarterly Report on Form 10-Q for the quarter ended June 30,
            2005 (filed with the Commission on August 4, 2005).</p>
            <p>(d) Current Report on Form 8-K dated February 9, 2005 (filed with
            the Commission on February&nbsp;15, 2005).</p>
            <p>(e) Current Report on Form 8-K dated May 19, 2005 (filed with the
            Commission on May 20, 2005).</p>
            <p>(f) Current Report on Form 8-K dated May 19, 2005 (filed with the
            Commission on May 25, 2005).</p>
            <p>(g) Current Report on Form 8-K dated June 2, 2005 (filed with the
            Commission on June 8, 2005).</p>
            <p>(h) Current Report on From 8-K dated August 25, 2005 (filed with
            the Commission on August 26, 2005).</p>
            <p>(i) Description of Common Stock of WPS Resources contained in the
            Registration Statement on Form 8-B, filed June 1, 1994 with the&nbsp;</p>
</blockquote>
            <p align="center">-2-</p>
<p align="left">&lt;PAGE&gt;</p>
<blockquote>
            <p>
            Commission, and any amendments or reports filed for the purpose of
            updating such description.</p>
            <p>(j) Description of Common Stock Purchase Rights contained in
            Registration Statement on Form 8-A, filed on December 13, 1996 with
            the Commission, and any amendments or reports filed for the purpose
            of updating such description.</p>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.</p>
        <p>ITEM 4. <u>DESCRIPTION OF SECURITIES</u>.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable.</p>
        <p>ITEM 5. <u>INTERESTS OF NAMED EXPERTS AND COUNSEL</u>.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable.</p>
        <p>ITEM 6. <u>INDEMNIFICATION OF DIRECTORS AND OFFICERS</u>.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the Wisconsin Business Corporation Law and Article VI of the
by-laws of the registrant, directors and officers of the registrant are entitled
to mandatory indemnification from us 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 or her duties to the registrant and
such breach or failure constituted: (a) a willful failure to deal fairly with
the registrant 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 (unless such profit is immaterial under the
circumstances); 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 to the extent required or permitted as described
above. Additionally, under the Wisconsin Business Corporation Law, directors of
the registrant are not subject to personal liability to the registrant, its
shareholders or any person asserting rights on behalf of the registrant or its
shareholders for certain breaches or failures to perform any duty resulting
solely from their status as directors or officers except in circumstances
paralleling those in subparagraphs (a) through (d) outlined above.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The indemnification provided by the Wisconsin Business Corporation Law and
our by-laws is not exclusive of any other rights to which a director or officer
may be entitled. The general effect of the foregoing provisions may be to reduce
the circumstances under which&nbsp;</p>
            <p align="center">-3-</p>
<p align="left">&lt;PAGE&gt;</p>
<p> an officer or director may be required to bear the
economic burden of the foregoing liabilities and expenses.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The indemnification described above may be broad enough to cover liabilities
under the Securities Act of 1933. The registrant has purchased 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.</p>
        <p>ITEM 7. <u>EXEMPTION FROM REGISTRATION CLAIMED</u>.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not Applicable.</p>
        <p>ITEM 8. <u>EXHIBITS</u>.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following exhibits have been filed (except where otherwise indicated) as
part of this Registration Statement:</p>
<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="642">
  <tr>
    <td WIDTH="21%" VALIGN="TOP">
      <p ALIGN="CENTER">&nbsp;<u>Exhibit No.</u></p>
    </td>
    <td WIDTH="79%" VALIGN="TOP"><u>
      <p>Exhibit</u></td>
  </tr>
  <tr>
    <td WIDTH="21%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="79%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="21%" VALIGN="TOP">
      <p ALIGN="CENTER">4</td>
    <td WIDTH="79%" VALIGN="TOP">
      <p>WPS Resources Corporation 2005 Omnibus Incentive Compensation Plan
      (incorporated by reference to Exhibit&nbsp;10.2 to Quarterly Report on
      Form&nbsp;10-Q for the period ended June 30, 2005, filed August 4, 2005
      [File No.&nbsp;1-11337]).</td>
  </tr>
  <tr>
    <td WIDTH="21%" VALIGN="TOP">
      <p ALIGN="CENTER">5</td>
    <td WIDTH="79%" VALIGN="TOP">
      <p>Opinion of Foley &amp; Lardner LLP.</td>
  </tr>
  <tr>
    <td WIDTH="21%" VALIGN="TOP">
      <p ALIGN="CENTER">23.1</td>
    <td WIDTH="79%" VALIGN="TOP">
      <p>Consent of Deloitte &amp; Touche LLP.</td>
  </tr>
  <tr>
    <td WIDTH="21%" VALIGN="TOP">
      <p ALIGN="CENTER">23.2</td>
    <td WIDTH="79%" VALIGN="TOP">
      <p>Consent of Foley &amp; Lardner LLP (contained in Exhibit 5).</td>
  </tr>
  <tr>
    <td WIDTH="21%" VALIGN="TOP">
      <p ALIGN="CENTER">24</td>
    <td WIDTH="79%" VALIGN="TOP">
      <p>Powers of Attorney (certain filed herewith and others contained in the
      signature pages hereto).</td>
  </tr>
</table>
        <p>ITEM 9. <u>UNDERTAKINGS</u>.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; a. The undersigned registrant hereby undertakes:</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; (1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was&nbsp;</p>
            <p align="center">-4-</p>
<p align="left">&lt;PAGE&gt;</p>
<p ALIGN="JUSTIFY"> registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the &quot;Calculation of Registration
Fee&quot; table in the effective registration statement.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c) 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;</p>
<i>
<p>provided, however,</i> that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and 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 Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; (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 therein,
and the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; (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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; b. The undersigned registrant hereby undertakes, 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 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.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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
registrant has 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 its 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.</p>
            <p align="center">-5-</p>
<p align="left">&lt;PAGE&gt;</p>
<b>
<p ALIGN="CENTER">SIGNATURES</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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&nbsp;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 26th day
of August, 2005.</p>
<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="698">
  <tr>
    <td WIDTH="43%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="57%" VALIGN="TOP"><b>
      <p>WPS RESOURCES CORPORATION</b><br>
      <br>
      <br>
      By: <u>/s/ Larry L. Weyers<br>
      </u>Larry L. Weyers<br>
      <i>Chairman, President and<br>
      Chief Executive Officer</i></td>
  </tr>
</table>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the requirements of the Securities Act of 1933, this the
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, Joseph&nbsp;P.&nbsp;O'Leary 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.</p>
<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="638">
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><u>
      <p>Name</u></td>
    <td WIDTH="37%" VALIGN="TOP"><u>
      <p>Capacity</u></td>
    <td WIDTH="27%" VALIGN="TOP"><u>
      <p>Date</u></td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><u>
      <p><br>
      <br>
      /s/ Larry L. Weyers<br>
      </u>Larry L. Weyers</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p><br>
      <br>
      Chairman, President, Chief Executive Officer (Principal Executive Officer)
      and Director</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p><br>
      <br>
      August 26, 2005</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><u>
      <p><br>
      <br>
      /s/ Joseph P. O'Leary<br>
      </u>Joseph P. O'Leary</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p><br>
      <br>
      Senior Vice President - Finance and Chief Financial Officer (Principal
      Financial Officer)</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p><br>
      <br>
      August 26, 2005</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP"><u>
      <p><br>
      <br>
      /s/ Diane L. Ford<br>
      </u>Diane L. Ford</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p><br>
      <br>
      Vice President - Controller and Chief Accounting Officer (Principal
      Accounting Officer)</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p><br>
      <br>
      August 26, 2005</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="100%" VALIGN="TOP" colspan="3">
      <p align="center">-6-
      <p align="left">&lt;PAGE&gt;
      <p>&nbsp;</p>
      &nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">
      <p>Albert J. Budney, Jr.*</td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>August 26, 2005</p>
    </td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">
      <p>Richard A. Bemis*</td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>August 26, 2005</p>
    </td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">
      <p>Ellen Carnahan*</td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>August 26, 2005</p>
    </td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">
      <p>Robert C. Gallagher*</td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>August 26, 2005</p>
    </td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">
      <p>Kathryn M. Hasselblad-Pascale*</td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>August 26, 2005</p>
    </td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">
      <p>James L. Kemerling*</td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>August 26, 2005</p>
    </td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">
      <p>John C. Meng*</td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p>August 26, 2005</p>
    </td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="27%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="36%" VALIGN="TOP">
      <p>*By: <u>&nbsp;/s/ L. L. Weyers<br>
      </u>L. L. Weyers</td>
    <td WIDTH="37%" VALIGN="TOP">
      <p><br>
      Attorney-in-Fact</td>
    <td WIDTH="27%" VALIGN="TOP">
      <p><br>
      August 26, 2005</td>
  </tr>
</table>
<p>* Each of the above signatures is affixed as of August 26, 2005. Respective
Powers of Attorney are filed herewith.</p>
            <p align="center">-7-</p>
<p align="left">&lt;PAGE&gt;</p>
<p ALIGN="CENTER">&nbsp;</p>
<b>
<p ALIGN="CENTER">EXHIBIT INDEX</p>
</b>
<p ALIGN="CENTER">Form S-8 Registration Statement for<u><br>
WPS Resources Corporation 2005 Omnibus Incentive Compensation Plan</p>
</u>
<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="672">
  <tr>
    <td WIDTH="17%" VALIGN="TOP"><u>
      <p ALIGN="CENTER">Exhibit No.</u></td>
    <td WIDTH="83%" VALIGN="TOP"><u>
      <p>Exhibit</u></td>
  </tr>
  <tr>
    <td WIDTH="17%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="83%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="17%" VALIGN="TOP">
      <p ALIGN="CENTER">4</td>
    <td WIDTH="83%" VALIGN="TOP">
      <p>WPS Resources Corporation 2005 Omnibus Incentive Compensation Plan
      (incorporated by reference to Exhibit&nbsp;10.2 to Quarterly Report on
      Form&nbsp;10-Q for the period ended June 30, 2005, filed August 4, 2005
      [File No.&nbsp;1-11337]).</td>
  </tr>
  <tr>
    <td WIDTH="17%" VALIGN="TOP">
      <p ALIGN="CENTER">5</td>
    <td WIDTH="83%" VALIGN="TOP">
      <p>Opinion of Foley &amp; Lardner LLP.</td>
  </tr>
  <tr>
    <td WIDTH="17%" VALIGN="TOP">
      <p ALIGN="CENTER">23.1</td>
    <td WIDTH="83%" VALIGN="TOP">
      <p>Consent of Deloitte &amp; Touche LLP.</td>
  </tr>
  <tr>
    <td WIDTH="17%" VALIGN="TOP">
      <p ALIGN="CENTER">23.2</td>
    <td WIDTH="83%" VALIGN="TOP">
      <p>Consent of Foley &amp; Lardner LLP (contained in Exhibit 5).</td>
  </tr>
  <tr>
    <td WIDTH="17%" VALIGN="TOP">
      <p ALIGN="CENTER">24</td>
    <td WIDTH="83%" VALIGN="TOP">
      <p>Powers of Attorney (certain filed herewith and others contained in the
      signature pages of the Registration Statement).</td>
  </tr>
</table>

            <p align="center">-8-</p>
<p align="left">&lt;PAGE&gt;</p>

</body>

</html>
[{"type": "S-8", "sequence": "1", "filename": "forms8.htm", "description": "WPS RESOURCES 2005 OMNIBUS INCENTIVE COMPENSATION PLAN", "secsgml_size_bytes": 27806}, {"type": "S-8", "sequence": "5", "filename": "s8omni.pdf", "description": "PDF COPY", "secsgml_size_bytes": 202876}]
{"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": "333-127890", "film-number": "051052533"}, "business-address": {"street1": "700 N ADAMS ST", "street2": "PO BOX 19001", "city": "GREEN BAY", "state": "WI", "zip": "54307-9001", "phone": "9204334901"}, "mail-address": {"street1": "700 NORTH ADAMS STREET", "street2": "PO BOX 19001", "city": "GREEN BAY", "state": "WI", "zip": "54307-9001"}}
Registration No. 333-______
UNITED STATES 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 of incorporation or
      organization)
(I.R.S. Employer
Identification No.)
700 North Adams Street
P. O. Box 19001
Green Bay, Wisconsin 54307-9001
(Address of principal executive offices)
WPS Resources Corporation 2005 Omnibus Incentive
      Compensation Plan
(Full title of the plan)
Larry L. Weyers
Chairman, President, and Chief Executive Officer
WPS Resources Corporation
700 North Adams Street
P. O. Box 19001
Green Bay, Wisconsin 54307-9001
(920) 433-1727
(Name and address, and telephone number, including area code, of agent for
      service)
Copy to:
Russell E. Ryba
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
(414) 297-5668
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to
be Registered
Amount to be
Registered
(1)
Proposed Maximum
Offering Price Per
Unit
(2)
Proposed Maximum
Aggregate
Offering Price
(2)
Amount of
Registration
Fee
Common Stock
1,600,000
$57.7250
$92,360,000
$10,870.77
Common Stock Purchase Rights
1,600,000
(3)
(3)
(3)
(1) Pursuant to Rule 416 under the Securities Act of 1933, in the event of
  a stock split, stock dividend, or similar transaction involving the Common
  Stock, in order to prevent dilution, the number of shares registered shall be
  automatically increased to cover additional shares.
(2) Estimated, pursuant to and in accordance with Rule 457(c), solely for
  the purpose of computing the registration fee based on the average of the low
  and high prices as reported on the New York Stock Exchange on August 23, 2005,
  which date was within five business days of the date of this filing.
(3) The Common Stock Purchase Rights are attached to and traded with the
  shares of Common Stock being registered. The value attributable to the Common
  Stock Purchase Rights, if any, is reflected in the value attributable to the
  Common Stock.
<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) Annual Report on Form 10-K of WPS Resources and Wisconsin
            Public Service Corporation for the year ended December 31, 2004
            (filed with the Commission on March 9, 2005) as updated by Current
            Report on Form 8-K dated August 25, 2005 (filed with the Commission
            on August 26, 2005).
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
            2005 (filed with the Commission on May 5, 2005) as updated by
            Current Report on Form 8-K dated August 25, 2005 (filed with the
            Commission on August 26, 2005).
(c) Quarterly Report on Form 10-Q for the quarter ended June 30,
            2005 (filed with the Commission on August 4, 2005).
(d) Current Report on Form 8-K dated February 9, 2005 (filed with
            the Commission on February 15, 2005).
(e) Current Report on Form 8-K dated May 19, 2005 (filed with the
            Commission on May 20, 2005).
(f) Current Report on Form 8-K dated May 19, 2005 (filed with the
            Commission on May 25, 2005).
(g) Current Report on Form 8-K dated June 2, 2005 (filed with the
            Commission on June 8, 2005).
(h) Current Report on From 8-K dated August 25, 2005 (filed with
            the Commission on August 26, 2005).
(i) Description of Common Stock of WPS Resources contained in the
            Registration Statement on Form 8-B, filed June 1, 1994 with the
-2-
<PAGE>
Commission, and any amendments or reports filed for the purpose of
            updating such description.
(j) Description of Common Stock Purchase Rights contained in
            Registration Statement on Form 8-A, filed on December 13, 1996 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.
ITEM 6.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
.
Pursuant to the Wisconsin Business Corporation Law and Article VI of the
by-laws of the registrant, directors and officers of the registrant are entitled
to mandatory indemnification from us 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 or her duties to the registrant and
such breach or failure constituted: (a) a willful failure to deal fairly with
the registrant 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 (unless such profit is immaterial under the
circumstances); 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 to the extent required or permitted as described
above. Additionally, under the Wisconsin Business Corporation Law, directors of
the registrant are not subject to personal liability to the registrant, its
shareholders or any person asserting rights on behalf of the registrant or its
shareholders for certain breaches or failures to perform any duty resulting
solely from their status as directors or officers except in circumstances
paralleling those in subparagraphs (a) through (d) outlined above.
The indemnification provided by the Wisconsin Business Corporation Law and
our by-laws is not exclusive of any other rights to which a director or officer
may be entitled. The general effect of the foregoing provisions may be to reduce
the circumstances under which
-3-
<PAGE>
an officer or director may be required to bear the
economic burden of the foregoing liabilities and expenses.
The indemnification described above may be broad enough to cover liabilities
under the Securities Act of 1933. The registrant has purchased 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 2005 Omnibus Incentive Compensation Plan
      (incorporated by reference to Exhibit 10.2 to Quarterly Report on
      Form 10-Q for the period ended June 30, 2005, filed August 4, 2005
      [File No. 1-11337]).
5
Opinion of Foley & Lardner LLP.
23.1
Consent of Deloitte & Touche LLP.
23.2
Consent of Foley & Lardner LLP (contained in Exhibit 5).
24
Powers of Attorney (certain filed herewith and others contained in the
      signature pages hereto).
ITEM 9.
UNDERTAKINGS
.
a. The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(a) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was
-4-
<PAGE>
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(c) 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) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and 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 Commission by the registrant 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 therein,
and the offering of such securities at the 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 registrant hereby undertakes, 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 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
registrant has 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 its 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.
-5-
<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 26th day
of August, 2005.
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 the
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, Joseph P. O'Leary 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.
Name
Capacity
Date
/s/ Larry L. Weyers
Larry L. Weyers
Chairman, President, Chief Executive Officer (Principal Executive Officer)
      and Director
August 26, 2005
/s/ Joseph P. O'Leary
Joseph P. O'Leary
Senior Vice President - Finance and Chief Financial Officer (Principal
      Financial Officer)
August 26, 2005
/s/ Diane L. Ford
Diane L. Ford
Vice President - Controller and Chief Accounting Officer (Principal
      Accounting Officer)
August 26, 2005
-6-
<PAGE>
Albert J. Budney, Jr.*
Director
August 26, 2005
Richard A. Bemis*
Director
August 26, 2005
Ellen Carnahan*
Director
August 26, 2005
Robert C. Gallagher*
Director
August 26, 2005
Kathryn M. Hasselblad-Pascale*
Director
August 26, 2005
James L. Kemerling*
Director
August 26, 2005
John C. Meng*
Director
August 26, 2005
*By:
/s/ L. L. Weyers
L. L. Weyers
Attorney-in-Fact
August 26, 2005
* Each of the above signatures is affixed as of August 26, 2005. Respective
Powers of Attorney are filed herewith.
-7-
<PAGE>
EXHIBIT INDEX
Form S-8 Registration Statement for
WPS Resources Corporation 2005 Omnibus Incentive Compensation Plan
Exhibit No.
Exhibit
4
WPS Resources Corporation 2005 Omnibus Incentive Compensation Plan
      (incorporated by reference to Exhibit 10.2 to Quarterly Report on
      Form 10-Q for the period ended June 30, 2005, filed August 4, 2005
      [File No. 1-11337]).
5
Opinion of Foley & Lardner LLP.
23.1
Consent of Deloitte & Touche LLP.
23.2
Consent of Foley & Lardner LLP (contained in Exhibit 5).
24
Powers of Attorney (certain filed herewith and others contained in the
      signature pages of the Registration Statement).
-8-
<PAGE>