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      <p ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<br>
      Washington, D.C. 20549<br>
      &nbsp;</p>
      <p ALIGN="CENTER">FORM S-8<br>
      REGISTRATION STATEMENT<br>
      Under<br>
      THE SECURITIES ACT OF 1933<br>
      </p>
      <p ALIGN="CENTER">WPS&nbsp;RESOURCES CORPORATION<br>
      (Exact name of registrant as specified in its charter)</font></p>
    </td>
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    <td WIDTH="42%" VALIGN="BOTTOM"><font SIZE="3">
      <p ALIGN="CENTER">Wisconsin<br>
      (State or other jurisdiction<br>
      of incorporation or organization)</font></p>
    </td>
    <td WIDTH="29%" VALIGN="MIDDLE" COLSPAN="3">&nbsp;</td>
    <td WIDTH="29%" VALIGN="BOTTOM"><font SIZE="3">
      <p ALIGN="CENTER">39-1775292<br>
      (I.R.S. Employer<br>
      Identification No.)</font></p>
    </td>
  </tr>
  <tr>
    <td WIDTH="42%" VALIGN="BOTTOM" COLSPAN="2">&nbsp;</td>
    <td WIDTH="58%" VALIGN="MIDDLE" COLSPAN="3">&nbsp;</td>
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    <td WIDTH="42%" VALIGN="BOTTOM" COLSPAN="2"><font SIZE="3">
      <p ALIGN="CENTER">700 North Adams Street<br>
      P.O. Box 19001<br>
      Green Bay, Wisconsin<br>
      (Address of principal executive offices)</font></p>
    </td>
    <td WIDTH="58%" VALIGN="MIDDLE" COLSPAN="3"><font SIZE="3">
      <p ALIGN="CENTER">54307<br>
      (Zip Code)</font></p>
    </td>
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    <td VALIGN="TOP" COLSPAN="5" HEIGHT="32">
      <p></p>
    </td>
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    <td VALIGN="TOP" COLSPAN="5" HEIGHT="32"><font SIZE="3">
      <p ALIGN="CENTER">WPS&nbsp;Resources Corporation Omnibus Incentive
      Compensation Plan<br>
      (Full title of the plan)<br>
      </p>
      </font></td>
  </tr>
  <tr>
    <td WIDTH="53%" VALIGN="TOP" COLSPAN="3"><font SIZE="3">
      <p ALIGN="CENTER">Larry L. Weyers<br>
      Chairman, President and Chief Executive Officer<br>
      WPS&nbsp;Resources Corporation<br>
      700 North Adams Street<br>
      P.O. Box 19001<br>
      Green Bay, Wisconsin 54307<br>
      (920) 433-1727<br>
      (Name, address and telephone number, including area<br>
      code, of agent for service)</font></p>
    </td>
    <td WIDTH="47%" VALIGN="MIDDLE" COLSPAN="2"><font SIZE="3">
      <p ALIGN="CENTER">Copy to:&nbsp;<br>
      <br>
      Michael S. Nolan<br>
      Foley &amp; Lardner<br>
      777 East Wisconsin Avenue<br>
      Milwaukee, Wisconsin 53202<br>
      Telephone Number: (414) 297-5672</font></p>
    </td>
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    <td VALIGN="MIDDLE" COLSPAN="5"><font SIZE="3">
      <p ALIGN="CENTER">__________________________________</font></td>
  </tr>
</table>
</center><b><font SIZE="3">
<p ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</p>
</font></b>
<center>
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    <td WIDTH="22%" VALIGN="BOTTOM" HEIGHT="65"><b><font SIZE="2">
      <p ALIGN="CENTER">Title of<br>
      Securities to be&nbsp;<br>
 Registered</font></b></p>
    </td>
    <td WIDTH="20%" VALIGN="BOTTOM" HEIGHT="65"><b><font SIZE="2">
      <p ALIGN="CENTER">Amount<br>
      to be<br>
      Registered(1)</font></b></p>
    </td>
    <td WIDTH="20%" VALIGN="BOTTOM" HEIGHT="65"><b><font SIZE="2">
      <p ALIGN="CENTER">Proposed Maximum<br>
      Offering Price<br>
      Per Share(2)</font></b></p>
    </td>
    <td WIDTH="20%" VALIGN="BOTTOM" HEIGHT="65"><b><font SIZE="2">
      <p ALIGN="CENTER">Proposed Maximum<br>
      Aggregate Offering<br>
      Price(2)</font></b></p>
    </td>
    <td WIDTH="19%" VALIGN="BOTTOM" HEIGHT="65"><b><font SIZE="2">
      <p ALIGN="CENTER">Amount of<br>
      Registration Fee</font></b></p>
    </td>
  </tr>
  <tr>
    <td WIDTH="22%" VALIGN="TOP"><font SIZE="2">
      <p>Common Stock,<br>
      $1 par value<br>
      <br>
      Purchase Rights(3)</font></p>
    </td>
    <td WIDTH="20%" VALIGN="middle" align="center"><font SIZE="2">
      <p>2,000,000 shares</font></td>
    <td WIDTH="20%" VALIGN="middle" align="center"><font SIZE="2">
      <p ALIGN="CENTER">$36.22</font></td>
    <td WIDTH="20%" VALIGN="middle" align="center"><font SIZE="2">
      <p ALIGN="CENTER">72,440,000</font></td>
    <td WIDTH="19%" VALIGN="middle" align="center"><font SIZE="2">
      <p ALIGN="CENTER">$6,664</font></td>
  </tr>
</table>
</center><font SIZE="1">
<p>(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement covers that number of additional shares of Common Stock
that may become issuable as a result of stock splits, stock dividends or similar
transactions pursuant to the anti-dilution provisions of the Plan.</p>
<p>(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of determining the registration fee based on the average of the
high and low prices of the Common Stock on the New York Stock Exchange, Inc.
Composite Transactions reporting system on January&nbsp;15, 2002.</p>
<p>(3) The Common Stock Purchase Rights are attached to and traded with the
shares of Common Stock being registered hereby. The value attributed to the
Common Stock Purchase Rights, if any, is reflected in the market price of the
Common Stock.</p>
</font>
<p ALIGN="CENTER">_________________________________</p>
<b>
<p ALIGN="CENTER">PART I<br>
<br>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</p>
</b>
<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>
<b>
<p ALIGN="CENTER">PART II<br>
<br>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>
        <p align="left">Item 3.&nbsp;&nbsp;&nbsp;&nbsp; <u>Incorporation of Documents by Reference</u>.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following documents have been previously filed by WPS&nbsp;Resources
Corporation (&quot;WPS&nbsp;Resources&quot;) with the Commission and are
incorporated herein by reference:</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; a. WPS&nbsp;Resources Annual Report on Form 10-K for the year ended
December&nbsp;31, 2000, which includes audited financial statements as of and
for the year then ended.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; b. All other reports filed by WPS&nbsp;Resources pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the &quot;Exchange
Act&quot;), since December 31, 2000.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; c. The description of the capital stock of WPS&nbsp;Resources contained in
Item 1 of WPS&nbsp;Resources' Registration Statement on Form 8-B, filed June 1,
1994 with the Commission, and any amendments or reports filed for the purpose of
updating such description.</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All documents subsequently filed by WPS&nbsp;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&nbsp;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>
        <b>
        <p>Item 4.&nbsp;&nbsp;&nbsp;&nbsp; <u>Description of Securities</u>.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable.</p>
        <b>
        <p>Item 5.&nbsp;&nbsp;&nbsp;&nbsp; <u>Interests of Named Experts and Counsel</u>.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable.</p>
        <b>
        <p>Item 6.&nbsp;&nbsp;&nbsp;&nbsp; <u>Indemnification of Directors and Officers</u>.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the Wisconsin Business Corporation law and Article VI of the
By-Laws of WPS&nbsp;Resources, directors and officers of WPS&nbsp;Resources are
entitled to mandatory indemnification from WPS&nbsp;Resources against certain
liabilities and expenses to the extent such officers or directors are successful
on the merits or otherwise in connection with a proceeding, unless it is
determined that the director or officer breached or failed to perform his duties
to WPS&nbsp;Resources and such breach or failure constituted: (a)&nbsp;a willful
failure to deal fairly with WPS&nbsp;Resources or its shareholders in connection
with a matter in which the director or officer had a material conflict of
interest; (b)&nbsp;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)&nbsp;a
transaction from which the director or officer derived an improper personal
profit; or (d)&nbsp;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&nbsp;Resources are not subject to personal
liability to WPS&nbsp;Resources, its shareholders or any person asserting rights
on behalf thereof for certain breaches or failures to perform any duty resulting
solely from their status except in circumstances paralleling those in
subparagraphs&nbsp;(a) through (d) outlined above.</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. WPS&nbsp;Resources has in place insurance
permitted by the Wisconsin Business Corporation Law on behalf of its officers
and directors which may cover liabilities under the Securities Act of 1933.</p>
        <b>
        <p>Item 7.&nbsp;&nbsp;&nbsp;&nbsp; <u>Exemption from Registration Claimed</u>.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable.</p>
        <b>
        <p>Item 8.&nbsp;&nbsp;&nbsp;&nbsp; <u>Exhibits</u>.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The exhibits filed herewith or incorporated herein by reference are set forth
in the attached Exhibit Index.</p>
        <b>
        <p>Item 9.&nbsp;&nbsp;&nbsp;&nbsp; <u>Undertakings</u>.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; a. The undersigned Registrants hereby undertake:</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&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>
<blockquote>
  <blockquote>
    <p>i. To include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933;</p>
    <p>ii. To reflect in the prospectus any facts or events arising after the
    effective date of the Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in the
    Registration Statement;</p>
    <p>iii. To include any material information with respect to the plan of
    distribution not previously disclosed in the Registration Statement or any
    material change to such information in the Registration Statement;</p>
  </blockquote>
</blockquote>
<p>provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the 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>&nbsp;&nbsp;&nbsp;&nbsp;&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 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; 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 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.</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
Registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.</p>
<p ALIGN="CENTER">&nbsp;</p>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <b>
        <p ALIGN="CENTER">SIGNATURES</p>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
</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 S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Green Bay, State of Wisconsin, on this 22nd day of
January, 2002.</p>
<blockquote>
  <blockquote>
    <blockquote>
      <blockquote>
        <blockquote>
                          <p>WPS&nbsp;RESOURCES CORPORATION</p>
                          <p>&nbsp;</p>
                          <p>By:<u> &nbsp;&nbsp;/s/ Larry L. Weyers<br>
                          </u>Larry L. Weyers<br>
                          Chairman, President, and Chief<br>
                          Executive Officer</p>
        </blockquote>
      </blockquote>
    </blockquote>
  </blockquote>
</blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below constitutes and
appoints Larry L. Weyers, 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>
<b><u>
<p ALIGN="CENTER">SIGNATURES</p>
</u></b>
<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="638">
  <tr>
    <td WIDTH="41%" VALIGN="TOP"><u>
      <p ALIGN="CENTER">Signature</p>
      </u></td>
    <td WIDTH="37%" VALIGN="TOP"><u>
      <p ALIGN="CENTER">Title</u></td>
    <td WIDTH="23%" VALIGN="TOP"><u>
      <p ALIGN="CENTER">Date</u></td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="23%" VALIGN="TOP">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP"><u>
      <p>/s/ Larry L. Weyers<br>
      </u>&nbsp;&nbsp;Larry L. Weyers</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Chairman, President, Chief Executive Officer and Director (Principal
      Executive Officer)</td>
    <td WIDTH="23%" VALIGN="MIDDLE">
      <p>January 22, 2002</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="23%" VALIGN="MIDDLE">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP"><u>
      <p>/s/ Joseph P. O'Leary<br>
      </u>&nbsp;&nbsp;Joseph P. O'Leary</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Senior Vice President and Chief Financial Officer (Principal Financial
      Officer)</td>
    <td WIDTH="23%" VALIGN="MIDDLE">
      <p>January 22, 2002</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="23%" VALIGN="MIDDLE">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP"><u>
      <p>/s/ Diane L. Ford<br>
      </u>&nbsp;&nbsp;Diane L. Ford</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Vice President-Controller and Chief Accounting Officer (Principal
      Accounting Officer)</td>
    <td WIDTH="23%" VALIGN="MIDDLE">
      <p>January 22, 2002</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="23%" VALIGN="MIDDLE">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP"><u>
      <p>/s/ A. Dean Arganbright<br>
      </u>&nbsp;&nbsp;A. Dean Arganbright</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="23%" VALIGN="MIDDLE">
      <p>January 22, 2002</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP">
      <p></td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="23%" VALIGN="MIDDLE">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP"><u>
      <p>/s/ Michael S. Ariens<br>
      </u>&nbsp;&nbsp;Michael S. Ariens</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="23%" VALIGN="MIDDLE">
      <p>January 22, 2002</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP">
      <p>&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="23%" VALIGN="MIDDLE">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP"><u>
      <p>/s/ R. A. Bemis<br>
      </u>&nbsp;&nbsp;Richard A. Bemis</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="23%" VALIGN="MIDDLE">
      <p>January 22, 2002</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP">
      <p>&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="23%" VALIGN="MIDDLE">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP"><u>
      <p>/s/ Robert C. Gallagher<br>
      </u>&nbsp;&nbsp;Robert C. Gallagher</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="23%" VALIGN="MIDDLE">
      <p>January 22, 2002</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP">
      <p>&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="23%" VALIGN="MIDDLE">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP"><u>
      <p>/s/ Kathryn M. Hasselbald-Pascale<br>
      </u>&nbsp;&nbsp;Kathryn M. Hasselblad-Pascale</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="23%" VALIGN="MIDDLE">
      <p>January 22, 2002</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP">
      <p>&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="23%" VALIGN="MIDDLE">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP"><u>
      <p>/s/ James L. Kemerling<br>
      </u>&nbsp;&nbsp;James L. Kemerling</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="23%" VALIGN="MIDDLE">
      <p>January 22, 2002</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP">
      <p>&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="23%" VALIGN="MIDDLE">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP"><u>
      <p>/s/ John C. Meng<br>
      </u>&nbsp;&nbsp;John C. Meng</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="23%" VALIGN="MIDDLE">
      <p>January 22, 2002</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP">
      <p>&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="23%" VALIGN="MIDDLE">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP"><u>
      <p>/s/ Wm. F. Protz<br>
      </u>
      &nbsp;&nbsp;William F. Protz</p>
    </td>
    <td WIDTH="37%" VALIGN="TOP">
      <p>Director</td>
    <td WIDTH="23%" VALIGN="MIDDLE">
      <p>January 22, 2002</td>
  </tr>
  <tr>
    <td WIDTH="41%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="37%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="23%" VALIGN="MIDDLE">&nbsp;</td>
  </tr>
</table>
<b><u>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">EXHIBIT INDEX</p>
</u></b>
<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="638">
  <tr>
    <td WIDTH="17%" VALIGN="bottom">
      <p>Exhibit Number</td>
    <td WIDTH="83%" VALIGN="BOTTOM">
      <p>Exhibit Description</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>(4.1)</td>
    <td WIDTH="83%" VALIGN="TOP">
      <p>WPS&nbsp;Resources 2001 Omnibus Incentive Compensation Plan
      (Incorporated by reference to Exhibit 10H-4 to the Registrant's Annual
      Report on Form 10-K for the year ended December 31, 2000 (File No.
      1-11337)).</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>(4.2)</td>
    <td WIDTH="83%" VALIGN="TOP">
      <p>Restated Articles of Incorporation of Registrant (Incorporated by
      reference to Appendix B to Amendment No. 1 to Registration Statement on
      Form S-4, filed February 28, 1994 (Reg. No. 33-521991)).</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>(4.3)</td>
    <td WIDTH="83%" VALIGN="TOP">
      <p>Rights Agreement dated December 12, 1996, between the Registrant and
      Firstar Trust Company (Incorporated by reference to Exhibit 4-1 to Form
      8-A, filed December 13, 1996 (File No. 1-11337)).</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>(5)</td>
    <td WIDTH="83%" VALIGN="TOP">
      <p>Opinion of Foley &amp; Lardner.</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>(23.1)</td>
    <td WIDTH="83%" VALIGN="TOP">
      <p>Consent of Arthur Andersen LLP.</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>(23.2)</td>
    <td WIDTH="83%" VALIGN="TOP">
      <p>Consent of Foley &amp; Lardner (contained in Exhibit 5).</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>(24)</td>
    <td WIDTH="83%" VALIGN="TOP">
      <p>Power of Attorney (contained on the signature page hereto).</td>
  </tr>
</table>
<p>&nbsp;</p>

</body>

</html>
[{"type": "S-8", "sequence": "1", "filename": "s8text.htm", "description": "FORM S-8 TEXT", "secsgml_size_bytes": 25201}]
{"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": "333-81134", "film-number": "02513731"}, "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"}}
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
(State or other jurisdiction
of incorporation or organization)
39-1775292
(I.R.S. Employer
Identification No.)
700 North Adams Street
P.O. Box 19001
Green Bay, Wisconsin
(Address of principal executive offices)
54307
(Zip Code)
WPS Resources Corporation 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
(920) 433-1727
(Name, address and telephone number, including area
code, of agent for service)
Copy to:
Michael S. Nolan
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Telephone Number: (414) 297-5672
__________________________________
CALCULATION OF REGISTRATION FEE
Title of
Securities to be
Registered
Amount
to be
Registered(1)
Proposed Maximum
Offering Price
Per Share(2)
Proposed Maximum
Aggregate Offering
Price(2)
Amount of
Registration Fee
Common Stock,
$1 par value
Purchase Rights(3)
2,000,000 shares
$36.22
72,440,000
$6,664
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement covers that number of additional shares of Common Stock
that may become issuable as a result of stock splits, stock dividends or similar
transactions pursuant to the anti-dilution provisions of the Plan.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of determining the registration fee based on the average of the
high and low prices of the Common Stock on the New York Stock Exchange, Inc.
Composite Transactions reporting system on January 15, 2002.
(3) The Common Stock Purchase Rights are attached to and traded with the
shares of Common Stock being registered hereby. The value attributed to the
Common Stock Purchase Rights, if any, is reflected in the market price of the
Common Stock.
_________________________________
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part I are
not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
.
The following documents have been previously filed by WPS Resources
Corporation ("WPS Resources") with the Commission and are
incorporated herein by reference:
a. WPS Resources Annual Report on Form 10-K for the year ended
December 31, 2000, which includes audited financial statements as of and
for the year then ended.
b. All other reports filed by WPS Resources pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 2000.
c. The description of the capital stock of WPS Resources contained in
Item 1 of WPS Resources' Registration Statement on Form 8-B, filed June 1,
1994 with the Commission, and any amendments or reports filed for the purpose of
updating such description.
All documents subsequently filed by WPS Resources pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as WPS Resources files a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 4.
Description of Securities
.
Not applicable.
Item 5.
Interests of Named Experts and Counsel
.
Not applicable.
Item 6.
Indemnification of Directors and Officers
.
Pursuant to the Wisconsin Business Corporation law and Article VI of the
By-Laws of WPS Resources, directors and officers of WPS Resources are
entitled to mandatory indemnification from WPS Resources against certain
liabilities and expenses to the extent such officers or directors are successful
on the merits or otherwise in connection with a proceeding, unless it is
determined that the director or officer breached or failed to perform his duties
to WPS Resources and such breach or failure constituted: (a) a willful
failure to deal fairly with WPS Resources or its shareholders in connection
with a matter in which the director or officer had a material conflict of
interest; (b) a violation of the criminal law unless the director or
officer had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful; (c) a
transaction from which the director or officer derived an improper personal
profit; or (d) willful misconduct. It should also be noted that the
Wisconsin Business Corporation Law specifically states that it is the policy of
Wisconsin to require or permit indemnification in connection with a proceeding
involving securities regulation, as described therein, to the extent required or
permitted as described above. Additionally, under the Wisconsin Business
Corporation Law, directors of WPS Resources are not subject to personal
liability to WPS Resources, its shareholders or any person asserting rights
on behalf thereof for certain breaches or failures to perform any duty resulting
solely from their status except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.
The indemnification described above may be broad enough to cover liabilities
under the Securities Act of 1933. WPS Resources has in place insurance
permitted by the Wisconsin Business Corporation Law on behalf of its officers
and directors which may cover liabilities under the Securities Act of 1933.
Item 7.
Exemption from Registration Claimed
.
Not applicable.
Item 8.
Exhibits
.
The exhibits filed herewith or incorporated herein by reference are set forth
in the attached Exhibit Index.
Item 9.
Undertakings
.
a. The undersigned Registrants hereby undertake:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
i. To include any prospectus required by Section 10(a)(3) of the
    Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after the
    effective date of the Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in the
    Registration Statement;
iii. To include any material information with respect to the plan of
    distribution not previously disclosed in the Registration Statement or any
    material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
b. The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
c. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Green Bay, State of Wisconsin, on this 22nd day of
January, 2002.
WPS RESOURCES CORPORATION
By:
/s/ Larry L. Weyers
Larry L. Weyers
Chairman, President, and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below constitutes and
appoints Larry L. Weyers, 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.
SIGNATURES
Signature
Title
Date
/s/ Larry L. Weyers
Larry L. Weyers
Chairman, President, Chief Executive Officer and Director (Principal
      Executive Officer)
January 22, 2002
/s/ Joseph P. O'Leary
Joseph P. O'Leary
Senior Vice President and Chief Financial Officer (Principal Financial
      Officer)
January 22, 2002
/s/ Diane L. Ford
Diane L. Ford
Vice President-Controller and Chief Accounting Officer (Principal
      Accounting Officer)
January 22, 2002
/s/ A. Dean Arganbright
A. Dean Arganbright
Director
January 22, 2002
/s/ Michael S. Ariens
Michael S. Ariens
Director
January 22, 2002
/s/ R. A. Bemis
Richard A. Bemis
Director
January 22, 2002
/s/ Robert C. Gallagher
Robert C. Gallagher
Director
January 22, 2002
/s/ Kathryn M. Hasselbald-Pascale
Kathryn M. Hasselblad-Pascale
Director
January 22, 2002
/s/ James L. Kemerling
James L. Kemerling
Director
January 22, 2002
/s/ John C. Meng
John C. Meng
Director
January 22, 2002
/s/ Wm. F. Protz
William F. Protz
Director
January 22, 2002
EXHIBIT INDEX
Exhibit Number
Exhibit Description
(4.1)
WPS Resources 2001 Omnibus Incentive Compensation Plan
      (Incorporated by reference to Exhibit 10H-4 to the Registrant's Annual
      Report on Form 10-K for the year ended December 31, 2000 (File No.
      1-11337)).
(4.2)
Restated Articles of Incorporation of Registrant (Incorporated by
      reference to Appendix B to Amendment No. 1 to Registration Statement on
      Form S-4, filed February 28, 1994 (Reg. No. 33-521991)).
(4.3)
Rights Agreement dated December 12, 1996, between the Registrant and
      Firstar Trust Company (Incorporated by reference to Exhibit 4-1 to Form
      8-A, filed December 13, 1996 (File No. 1-11337)).
(5)
Opinion of Foley & Lardner.
(23.1)
Consent of Arthur Andersen LLP.
(23.2)
Consent of Foley & Lardner (contained in Exhibit 5).
(24)
Power of Attorney (contained on the signature page hereto).