Integrys Energy Group, Inc. – ‘S-3DPOS’ on 9/1/94

As of:  Thursday, 9/1/94   ·   Effective:  9/1/94   ·   Accession #:  916863-94-6   ·   File #s:  33-47172, -99

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Post-Effective Amendment to an S-3D   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3DPOS     Post-Effective Amendment to an S-3D                   20     77K 

Document Table of Contents

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---------------------------------------------------------------                 
                          Reg No. 33-47172
---------------------------------------------------------------                 
SECURITIES AND EXCHANGE COMMISSION          
Washington, D.C.  20549       
-----------------------       

POST-EFFECTIVE        
AMENDMENT NO. 3       
TO FORM S-3       
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           (I.R.S. Employer                      
incorporation or organization)          Identification No.)                   

700 North Adams Street        
P. O. Box 19001       
Green Bay, Wisconsin  54307       
414-433-1464      
-------------------------------------------       
(Address, including zip code, and telephone       
number, including area code, of       
registrant's principal executive offices)       

DANIEL A. BOLLOM, President              MICHAEL S. NOLAN               
and Chief Executive Officer               Foley & Lardner               
WPS Resources Corporation            777 East Wisconsin Avenue        
700 North Adams Street             Milwaukee, Wisconsin 53202       
P. O. Box 19001             Telephone Number: 414-289-3608    
Green Bay, Wisconsin  54307                                             
Telephone Number:  414-433-1464                                             
(Name, address, including zip code, and telephone number,       
including area code, of agent for service)        
_________________     

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE    
PUBLIC:  From time to time after the effective date of this                     
registration statement, as the registrant shall determine in light              
of market conditions and other factors.                                         

If the only securities being registered on this Form are    
being offered pursuant to dividend or interest reinvestment plans,              
please check the following box.  X                                              
-----             
If any of the securities being registered on this Form      
are to be offered on a delayed or continuous basis pursuant to Rule             
415 under the Securities Act of 1933, other than securities offered             
only in connection with dividend or interest reinvestment plans,                
please check the following box.                                                 
-----             
_________________       
THERE ARE NO EXHIBITS INCLUDED IN THIS AMENDMENT.     

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            600,000 Shares

             WPS RESOURCES CORPORATION

             Dividend Reinvestment and
                   Stock Purchase Plan
            Common Stock, $1 Par Value

            ________________________

WPS Resources Corporation (the "Company") hereby offers to participants in its  
Dividend Reinvestment and Stock Purchase Plan (the "Plan") an opportunity to    
purchase Common Stock, $1 par value ("Common Stock"), in the Company under the  
Plan.  Participation in the Plan is open to (1) shareholders of record of the   
Company's Common Stock, and (2) employees of the Company or one of its          
majority-owned subsidiaries who receives compensation (other than a pension,    
retirement allowance, retainer or fee under contract) for services rendered     
to the Company (collectively, the "Participants").  Participants holding stock  
in the Company may use their quarterly Common Stock dividends to purchase       
Common Stock.  In addition, all Participants have the option of making          
supplemental cash payments of not less than $25 per payment subject to a        
maximum of $5,000 per month to purchase additional shares of the Company's      
Common Stock and to have the dividends on such stock reinvested under the       
Plan.  See "Description of Plan."                                               

The price of each share of the Company's Common Stock purchased under the Plan  
will be 100% of market value, determined as provided in the Plan.               
Participants do not pay any brokerage fee or commission when they purchase      
shares under the Plan.  The Company bears the cost of administering the Plan.   

            ________________________

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
        THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
         COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
         OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
         CONTRARY IS A CRIMINAL OFFENSE.

            ________________________

             The date of this Prospectus is September 1, 1994.

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             AVAILABLE INFORMATION

           The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance          
therewith files reports and other information with the Securities and Exchange  
Commission (the "Commission"). Information, as of particular dates, concerning  
directors and officers, their remuneration, their security holdings, the        
principal holders of securities of the Company and any material interest of     
such persons in transactions with the Company, is disclosed in proxy            
statements distributed to shareholders of the Company and filed with the        
Commission.  Such reports, proxy statements and other information can be        
inspected and copied at the offices of the SEC at 450 Fifth Street,             
N.W., Washington, D.C. 20549; 500 West Madison Street, Suite 1400, Chicago,     
Illinois 60661; and 75 Park Place, New York, New York 10007, and copies of      
such material can be obtained from the Public Reference Section of the SEC      
at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In       
addition, reports, proxy statements and other information concerning the        
Company can be inspected at the offices of the New York Stock Exchange, 20      
Broad Street, New York, New York 10005; and the Chicago Stock Exchange, 440     
South LaSalle Street, Chicago, Illinois 60605.                                  

         Pursuant to an Agreement and Plan of Share Exchange, filed as
Exhibit 2 to the Company's Registration Statement on Form S-4 (Reg. No.         
33-52199), each outstanding share of Common Stock of Wisconsin Public Service   
Corporation ("WPSC") was exchanged for a share of Company Common Stock, $1 par  
value per share ("Company Common Stock") and thereby WPSC became a subsidiary   
of the Company. The Company has filed with the Commission a registration        
statement on Form S-3 (herein, together with all amendments and exhibits,       
referred to as the "Registration Statement") under the Securities Act of 1933,  
as amended (the "Act") in order to expressly adopt the Registration Statement   
as its own in accordance with Rule 414(d) under the Act.  The Prospectus does   
not contain all of the information set forth in the Registration Statements,    
certain parts of which are omitted in accordance with the rules and             
regulations of the Commission. For further information, reference is hereby     
made to the Registration Statements.                                            

------------------------

   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and   
prior to the termination of this offering shall be deemed to be incorporated    
by reference in this Prospectus and to be a part hereof from the date of        
filing such documents.  Any statement contained in a document incorporated or   
deemed to be incorporated by reference herein shall be deemed to be modified    
or superseded for purposes of this Prospectus to the extent that a statement    
contained herein or in any other subsequently filed document, which also is     
or is deemed to be incorporated by reference herein, modifies or supersedes     

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such statement. Any such statement so modified or superseded shall not be       
deemed, except as so modified or superseded, to constitute a part of this       
Prospectus.                                                                     

    The Company undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral       
request of any such person, a copy of any or all of the documents referred to   
above which have been or may be incorporated in this Prospectus by reference,   
other than exhibits to such documents. Requests for such copies should be       
directed to Robert H. Knuth, Secretary, WPS Resources Corporation, 700 North    
Adams Street, P.O. Box 19001, Green Bay, Wisconsin 54307, telephone number      
(414)433-1445.                                                                  

THE COMPANY     

   The Company is a holding company whose primary subsidiary, WPSC, is
engaged in the production, transmission, distribution and sale of electricity   
and in the purchase, distribution and sale of gas in northeastern Wisconsin     
and the adjacent part of upper Michigan. WPSC was incorporated under the laws   
of the State of Wisconsin in 1883.  The Company's executive offices are at 700  
North Adams Street, Green Bay, Wisconsin 54307.  Its telephone number is (414)  
433-1598.                                                                       

USE OF PROCEEDS     

       The Company has no specific plan for the net proceeds to be
received from the sales, if any, of authorized but unissued shares of Common    
Stock under the Plan.  Rather, the Company offers the shares for the purposes   
set out below and the net proceeds will be applied toward general corporate     
purposes.                                                                       

PURPOSES AND ADVANTAGES OF PLAN - ELIGIBILITY   

1.   WHAT ARE THE PURPOSES OF THE PLAN?                                         

The purposes of the Plan are twofold.  First it provides Company      
shareholders and Company employees with a convenient and economical method of   
investing cash dividends and/or optional cash payments in shares of the         
Company's Common Stock.  Second, the Plan provides the Company with the         
ability to sell its authorized but unissued shares of Common Stock to Company   
shareholders and employees which will provide additional equity funds to the    
Company for its general corporate purposes.                                     

2.   WHAT ARE THE ADVANTAGES OF THE PLAN?                                       

The advantages of the Plan are the following:                         

   a. Participants do not pay brokerage commissions, fees or service charges
in connection with purchases of shares under the Plan or for participating in   
the Plan.                                                                       

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b. Shares purchased under the Plan are held in the name of Firstar
Trust Company, which is acting as custodian for shares acquired pursuant to     
the Plan (the "custodian") or any successor custodian, or a nominee for the     
custodian or the participants under the Plan, and credited to a separate        
account for each participant. This relieves participants of responsibility for  
the safekeeping of multiple certificates for shares purchased and protects      
participants against loss, theft or destruction of stock certificates.          

 c. A statement of the participant's Plan account is furnished after
each purchase of shares, thereby providing a simplified method of               
recordkeeping.                                                                  

 d.  Full investment of funds is possible under the Plan because the
Plan permits fractions of shares, as well as full shares, to be credited to     
a participant's account. Participants are credited with dividends on full and   
fractional shares held under the Plan.                                          

3.   WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?                                

   To be eligible to participate in the Plan a person must be one of the
following:                                                                      

a. A shareholder of record of the Company's Common Stock; or      

     b. An employee of the Company or one of its majority-owned subsidiaries
who receives compensation (other than a pension, retirement allowance,          
retainer or fee under contract) for services rendered to the Company.           

  If a person owns shares which are registered in someone else's name,
such as in the name of a broker, nominee or trustee, and desires to             
participate in the Plan, such person may request the broker, nominee or         
trustee to participate in the Plan on his or her behalf.                        

  ADMINISTRATION AND AGENT

4.   WHO ADMINISTERS THE PLAN?                                                  

The Company will administer the Plan. Inquiries and other         
communications relating to the Plan should be mailed to the following address:  

WPS Resources Corporation                           
Shareholder Services Department                     
P.O. Box 19001                                      
Green Bay, Wisconsin 54307-9001                     

Persons who wish to communicate by telephone with the Company     
concerning the Plan may do so by calling one of the following toll-free         
shareholder information numbers:                                                

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Local Calls (Green Bay Area)          (414) 433-1050
Outside Green Bay Area                1-800-236-1551

If the Company elects to purchase shares for Plan participants on the 
open market, an independent securities broker-dealer registered under the       
Securities Exchange Act of 1934 (the "agent") will purchase shares of Common    
Stock as the agent for the participants in the Plan. In such case, cash         
dividends and optional cash payments which are to be invested under the Plan    
will be paid or delivered by the Company to, or as directed by, the Agent and   
applied by the Agent to the purchase of Common Stock of the Company.            

PROCEDURE FOR JOINING - AUTHORIZATION CARD  

5.   HOW AND WHEN MAY AN ELIGIBLE PERSON JOIN THE PLAN?                         

An eligible person may join the Plan at any time by signing and       
completing an Authorization Card and returning it to the Company.               
Authorization cards will be provided at any time upon request to the Company    
in writing or by telephone.                                                     

   If a shareholder authorizes the reinvestment of dividends, dividends will
be reinvested beginning with the first dividend paid after the next record      
date for that stock following receipt of the Authorization Card. Common Stock   
record dates are normally the last business day of February, May, August and    
November.                                                                       

  An optional cash payment received on or before the 18th day of any month
with or after receipt of an Authorization Card will be invested under the Plan  
on the next Investment Date following receipt of the payment. Investment Dates  
are normally the 20th day of each month or such date as soon as practicable     
thereafter that the Agent is able to complete all purchases of Common Stock     
required to be made under the Plan for such month. An optional cash payment     
received after the 18th day of any month will generally be invested on the      
Investment Date in the next succeeding month.                                   

6.     WHAT DOES THE AUTHORIZATION CARD PROVIDE?                                

 The Authorization Card authorizes the Company to enroll an eligible
person in the Plan, to apply the dividends or optional cash payments, if any,   
to be reinvested in accordance with the Plan and to hold shares of Common       
Stock for that person pursuant to the Plan; and, authorizes the Agent to        
purchase shares of Common Stock for that person pursuant to the Plan. The       
person furnishing the Authorization Card must indicate how he or she wishes     
to participate in the Plan. The following options are available:                

     a. Full Dividend Reinvestment and Optional Cash Payments. Dividends are
reinvested on all shares registered in his or her name and on all shares which  
are subsequently acquired. Dividends on all shares held in the participant's    

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Plan account are also reinvested and the participant is eligible to, but need   
not, make optional cash payments (see the answer to Question 7).                

    b. Partial Dividend Reinvestment and Optional Cash Payments. Dividends
are reinvested on the number of shares specified by the shareholder on the      
Authorization Card. Dividends on all shares held in the participant's           
reinvestment Plan account are also reinvested and the participant is eligible   
to, but need not, make optional cash payments.                                  

     c. Optional Cash Payments Only. Cash dividends will continue to be paid
to the participants on shares registered in his or her name. Any optional cash  
payments received and dividends on all shares held in the participant's         
reinvestment Plan account will be used to purchase additional shares of Common  
Stock under the Plan.                                                           

As described above, any eligible person who has submitted a signed
Authorization Card may make optional cash payments regardless of which box is   
checked on the Card.                                                            

   A participant who wishes to change his chosen method of participation
in the Plan must file a new Authorization Card with the Company.                

7.   HOW ARE OPTIONAL CASH PAYMENTS MADE?                                       

All Participants                                                      
----------------                                                      
 An optional cash payment may be made by anyone who has joined the Plan,
by mailing or delivering to the Company a check or a money order payable to     
the Company. A remittance form should accompany each payment; however, the      
first optional cash payment may be forwarded without the remittance form. No    
interest will be paid on optional cash payments. Therefore, it is recommended   
that optional cash payments be made in such a manner so as to reach the         
Company within a few days prior to the 18th day of any month.                   

The same amount of money need not be sent in each payment and there is
no obligation to make optional cash payments on a regular basis. An optional    
cash payment must be in whole dollars and may not be less than $25. Optional    
cash payments by a participant to be invested on any one Investment Date may    
not exceed $5,000. Payments of less than $25, and all amounts in excess of      
$5,000 to be invested on any one Investment Date, will be returned to the       
participant.                                                                    

A participant may stop the investment of an optional cash payment (and
receive a refund of such amount) without withdrawing from the Plan by           
notifying the Company in writing, provided that the written communication is    
received by the Company not later than the 18th day of any month.               

Optional cash payments must be in United States dollars.              

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Employee Participants                                                 
---------------------                                                 
Employees may also participate in the Plan by means of payroll        
withholding. Payroll withholding may be started by submitting a signed payroll  
withholding Authorization Card to Shareholder Services.                         

Payroll withholding Authorization Cards will be processed promptly so 
that the payroll deduction will begin as soon as possible. The Company will     
withhold the amount authorized from the employee's paycheck(s). The monthly     
amount must not be less than $25. All amounts withheld from an employee's       
paycheck(s) will be invested on the next Investment Date. No interest will be   
paid on funds pending investment.                                               

 An employee may change or discontinue payroll withholding by submitting
a new signed payroll withholding Authorization Card indicating the change       
desired. A new withholding Card will not affect the authorization to invest     
amounts previously withheld.                                                    

PURCHASE PRICES - INVESTMENT DATES - SOURCE OF SHARES   

8.   WHAT IS THE PRICE OF SHARES UNDER THE PLAN?                                

 The price of shares issued by the Company for a participant pursuant to
the Plan will be the average of the high and low prices of the Company's        
Common Stock as reported as New York Stock Exchange Composite Transactions on   
the Investment Date with respect to which such shares are issued (or if the     
Company's Common Stock is not traded on such Exchange on such date, on the      
next day on which it is so traded).                                             

The price of shares purchased on the open market with respect to an   
Investment Date will be the weighted average price of all shares purchased by   
the Agent with respect to the Investment Date. Any fraction of a cent will be   
rounded to the nearer cent. The Company will pay all brokerage commissions and  
other fees in connection with the purchase of shares for the Plan. The prices   
determined as described above apply to purchases with reinvested dividends and  
with optional cash payments.                                                    

9.   WHEN WILL FUNDS BE INVESTED UNDER THE PLAN?                                

Funds will be invested as of each Investment Date. The Company will   
notify the Agent on or before an Investment Date the amount, if any, of         
dividends and optional cash payments available for investment on that           
Investment Date which is to be used to purchase shares on the open market. The  
Agent may begin making such open market purchases prior to the applicable       
Investment Date. The Company will remit to the Agent sufficient funds to pay    
for any shares purchased by the Agent for the plan at such time or times as     

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required to make a timely settlement therefor. The Agent will use its best      
efforts to apply all funds received by it to such purchases of shares within    
30 days of such notification, subject to any applicable requirements of         
federal securities laws relating to the timing and manner of purchases of       
Common Stock under the Plan. Any funds not used within 30 days of their         
receipt to buy shares of Common Stock of the Company may be returned to         
participants. The date all purchases are completed with respect to an           
Investment Date is referred to as the "transaction date."                       

10.  HOW MANY SHARES WILL BE PURCHASED FOR A PARTICIPANT ON EACH INVESTMENT     
DATE?                                                                 

  The number of shares, including fractional shares, purchased will depend
on the amount of cash dividends and the amount of optional cash payments, if    
any, to be invested on the Investment Date and on the price of the shares       
determined as provided in the answer to Question 8.                             

A Plan participant may not direct the purchase of a specific number of
shares for his or her Plan account.                                             

11.  ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS?                         

   There are no brokerage commissions, fees or service charges for purchases
of shares under the Plan or for participating in the Plan. Certain charges may  
be incurred if a participant requests that his or her shares be sold through    
the Plan. (See the answers to Questions 12 and 13.)                             

12.  CAN A PARTICIPANT WITHDRAW OR SELL SHARES IN HIS OR HER PLAN ACCOUNT       
WITHOUT TERMINATING PARTICIPATION IN THE PLAN?                        

A participant may at any time direct the Company to issue certificates
or sell any number of whole shares held in his or her Plan account by           
furnishing a written request to the Company as follows:                         

To receive certificates for shares:                                   
-----------------------------------                                   
The written request must indicate the number of whole shares to be    
certificated from the participant's Plan Account. The request must be signed    
by all registered owners. The signatures need not be guaranteed.                

The certificates for shares withdrawn will be registered in the       
participant's name exactly as shown on the account registration.  The           
certificates can, upon request, be registered otherwise.  Any such request      
must be signed by the participants and their signatures guaranteed by an        
authorized officer of (i) a commercial bank or trust company; or (ii) a member  
of any principal stock exchange.                                                

Certificates for shares withdrawn will be issued to the participant   
without charge. Certificates for fractions of shares will not be issued under   
any circumstances.                                                              

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If you participate in the Plan under the Full Dividend Reinvestment   
option, dividends on any shares you withdraw from the Plan in certificated      
form will continue to be reinvested. If you participate in the Plan under the   
Partial Dividend Reinvestment option, you will continue to have dividends       
reinvested on the number of shares indicated on your Authorization Card. If     
you participate in the Plan under the Optional Cash Payment Only option,        
dividends ON THE SHARES YOU WITHDRAW FROM THE PLAN in certificated form will    
be paid to you in cash.                                                         

TO SELL SHARES:                                                       
---------------                                                       
 The written request must indicate the number of whole shares to be sold
from the participant's Plan account and must bear the signature(s) of the       
participant(s).                                                                 

   Any shares requested to be sold by a participant may at the option of the
Agent be purchased on behalf of the Plan with any available funds being         
invested under the Plan. If purchased with Plan funds, the purchase price will  
be the average of the high and low prices of the Company's Common Stock as      
reported as New York Stock Exchange-Composite Transactions on the date the      
request for such sale is received by the Company (or, if the Company's Common   
Stock is not traded on such Exchange on such date, on the next day on which     
it is so traded). The proceeds of such sales will be remitted to the selling    
participants. No brokerage commissions will be paid by the selling              
participants or by the participants in the Plan in such cases. Officers and     
directors of the Company or its wholly-owned subsidiaries will not be           
permitted to sell shares in this manner.                                        

   When there are insufficient funds to purchase shares requested to be sold
by participants, such shares will be sold on the open market. In such cases,    
the Company will accumulate sale requests from participants and at least once   
every ten business days will submit a sale request to the Agent on behalf of    
participants. The proceeds of the sale, less brokerage commission, will be      
remitted to the participant.  Brokerage commissions will be calculated based    
on the average commission per share for the accumulated group sale at a rate    
negotiated by the Company with the Agent.                                       

13.  HOW AND WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?        

A participant may terminate participation in the Plan at any time by  
notifying the Company in writing. The participant's notification should         
include instructions as to whether the shares should be withdrawn from the      
Plan and issued in certificated form or sold through the Plan. Whole shares     
will be withdrawn in certificated form or sold as described in the answer to    
Question 12.                                                                    

  When an account is terminated, a cash payment is made for any fractional
shares remaining in the account. A fractional share will not be issued in       
certificated form. The cash payment for any fractional share will be based on   
the average of the high and low prices of the Company's Common Stock reported   
as New York Stock Exchange-Composite Transactions on the last business day of   

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the week in which the request is received (or, if the Company's Common Stock    
is not traded on such Exchange on such date, on the next day on which it is     
so traded).                                                                     

If a participant's request to terminate Plan participation is received
by the Company on or before the 10th day of any month, any cash dividend and    
any optional cash payments which would otherwise have been invested on the      
next Investment Date will be paid to the participant. If a participant's        
request to terminate Plan participation is received by the Company after the    
10th day of any month, any cash dividend and any optional cash payments         
scheduled to be invested will be invested. All future dividends will be paid    
to the participant.                                                             

   The Company may terminate a participant's participation in the Plan after
mailing a Notice of Intention to Terminate to the participant at the address    
as it appears on the Company records.                                           

14.  WHEN MAY AN ELIGIBLE PERSON REJOIN THE PLAN?                               

   Generally, an eligible person may again become a participant at any time.
However, the Company reserves the right to reject any Authorization Card from   
a previous participant on grounds of excessive joining and termination. Such    
reservation is intended to minimize administrative expenses and to encourage    
use of the Plan as a long-term investment service.                              

CERTIFICATES FOR SHARES - ACCOUNTS - REPORTS  

15.  WILL CERTIFICATES BE DELIVERED TO PARTICIPANTS FOR SHARES PURCHASED?       

 Certificates for shares purchased under the Plan will not automatically
be delivered to participants. The shares purchased for a participant will be    
credited to the participant's Plan account and shown on the participant's       
statement of account. However, if a participant wishes to obtain certificates   
for any number of whole shares credited to his or her account without           
terminating from the Plan, the participant may do so in the manner described    
in the answer to Question 12.                                                   

16.  IN WHOSE NAME WILL ACCOUNTS BE MAINTAINED AND IN WHOSE NAME WILL           
CERTIFICATES BE REGISTERED WHEN ISSUED?                               

A shareholder's Plan account will be maintained in the name or names  
which appear on the Company's shareholder records which is consistent with the  
stock certificate registration.                                                 

In the case of an employee who participates in the Plan only by making
optional cash payments (including payroll withholding) the Plan account         
normally will be maintained in the employee's name as shown on payroll          
records.                                                                        

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   Certificates for shares, when issued to a participant, will be registered
in the name or names in which the account is maintained. Certificates may be    
issued in such other name(s) as the participant may request as described in     
the answer to Question 12.                                                      

17.  MAY A PARTICIPANT TRANSFER SHARES OF COMMON STOCK OF THE COMPANY           
REGISTERED IN HIS OR HER NAME INTO A PLAN ACCOUNT FOR SAFEKEEPING?    

 To provide for safekeeping, a participant may transfer shares of Common
Stock of the Company registered in his or her name into his or her Plan         
account.  Dividends on all shares so transferred will be reinvested so long     
as they are held in the Plan account.  Certificates for such shares should be   
forwarded to WPS Resources Corporation, Shareholder Services, 700               
North Adams Street, P. O. Box 19001, Green Bay, WI  54307, with a letter        
instructing WPS Resources Corporation to transfer the shares to the             
participant's Plan account.                                                     

The certificates for such shares should be endorsed by the participant
to Firstar Trust Company Cust.  Wisconsin Public Service Dividend Reinvestment  
Plan or accompanied by an executed stock power assigning such shares to         
Firstar Trust Company Cust.  Wisconsin Public Service Dividend Reinvestment     
Plan.  In either case the participant's signature must be guaranteed by a       
member firm of the New York Stock Exchange or the National Association of       
Securities Dealers, Inc. or a commercial bank or trust company.  It is          
recommended that any such certificates mailed to WPS Resources                  
Corporation be sent by registered mail and insured.  The Company reserves the   
right to limit the number of shares which may be held for safekeeping and set   
minimum time periods for retention of such shares under the Plan.  Additional   
shares deposited under the Plan may be sold or withdrawn as described under     
Question 12.                                                                    

18.  WHAT REPORTS AND OTHER INFORMATION WILL BE SENT TO PARTICIPANTS?           

  Each participant will receive a Plan statement of account following each
purchase of shares for his or her Plan account. A final statement with respect  
to each calendar year will be furnished on or before January 31 of the          
following year and will show (separately for shares purchased for the account   
of the participant with reinvested dividends and with optional cash payments)   
the number of shares purchased during the calendar year, the number of shares   
purchased on each Investment Date and the purchase price of the shares          
purchased on each Investment Date. The statements provide a continuous record   
of transactions and should be retained for income tax purposes (see "Federal    
Income Tax Consequences"). Each participant will also receive copies of any     
amendments to the Prospectus relating to the Plan and will receive the same     
communications as any other shareholder, including annual reports, quarterly    
reports, notices of annual meetings and proxy statements.                       

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OTHER INFORMATION             

19.  WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND, DECLARES A STOCK      
SPLIT OR HAS A RIGHTS OFFERING?                                       

Any shares distributed by the Company as a stock dividend on shares   
(including fractional shares) credited to a participant's account under the     
Plan, or upon any split of such shares, will be credited to the account. Stock  
dividends or splits distributed on all other shares held by the participant     
and registered in the participant's own name will be mailed directly to the     
participant. In a rights offering, entitlement will be based upon the           
participant's total holdings, including those credited to the participant's     
account under the Plan. Rights applicable to shares credited to the             
participant's account under the Plan will be sold by the Company or the Agent   
and the proceeds will be credited to the participant's account under the Plan   
and applied to the purchase of shares on the next Investment Date.              

Any participant who wishes to exercise, transfer or sell the rights   
applicable to the shares credited to his or her account under the Plan must     
request, prior to the record date for the issuance of any such rights, that     
the whole shares credited to the account be transferred from the account and    
registered in his or her name.                                                  

20.  HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?      

Plan shares will be voted in accordance with the proxy which will be  
furnished to the participant. If a participant desires to vote the shares       
credited to his or her Plan account in person at a meeting of shareholders,     
a proxy for such shares may be obtained upon written request received by the    
Company at or prior to the meeting. If a participant does not direct the        
Company as to how shares credited to his or her Plan account are to be voted    
by returning a signed proxy card, such shares will not be voted.                

21.  WHAT IS THE RESPONSIBILITY OF THE COMPANY UNDER THE PLAN?                  

 In administering the Plan, neither the Company, the Agent nor any agent
of either of them will be liable for any act done in good faith, or for any     
omission to act in good faith, including without limitation, any claim of       
liability arising out of failure to terminate the participant's account upon    
such participant's death prior to the receipt of notice in writing of such      
death.                                                                          

  Participants should recognize that neither the Company nor the Agent can
assure them of a profit or protect them against a loss on shares purchased by   
them under the Plan.                                                            

22.  WHO INTERPRETS AND REGULATES THE PLAN?                                     

The Company reserves the right to interpret and regulate the Plan.    

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23.  MAY THE PLAN BE SUSPENDED, MODIFIED OR TERMINATED?                         

 The Company reserves the right to suspend, modify or terminate the Plan
at any time. Any suspension, modification or termination of the Plan will be    
announced by the Company to all participants. In the event of termination of    
the Plan by the Company, certificates for whole shares credited to a            
participant's account under the Plan will be delivered to the participant by    
the Company. A cash payment will be made for any fractional share based on the  
average of the high and low prices of the Company's Common Stock reported as    
New York Stock Exchange-Composite Transactions on the next day on which the     
Common Stock is traded on such Exchange following the date of termination of    
the Plan.                                                                       

FEDERAL INCOME TAX CONSEQUENCES     

The following discussion sets forth the general federal income tax    
consequences of participating in the Plan; however, the discussion is not       
intended to be an exhaustive treatment of such tax consequences.  Future        
legislative changes or changes in administrative or judicial interpretation,    
some or all of which may be retroactive, could significantly alter the tax      
treatment discussed herein.  Accordingly and because tax consequences may       
differ among participants in the Plan, each participant should discuss          
specific tax questions regarding participation in the Plan with his or her own  
tax advisor.                                                                    

Participants in the Plan, in general, have the same federal income tax
obligations with respect to their dividends as do shareholders who are not      
participants in the Plan. When dividends are reinvested in shares of Common     
Stock, a participant will be treated for federal income tax purposes as having  
received a taxable dividend equal to the cash dividend reinvested, to the       
extent the Company paying such dividend has earnings and profits. A             
participant's share of brokerage fees paid by the Company, if any, will be an   
additional dividend to that participant.                                        

Shares of Common Stock purchased with reinvested dividends will have a
tax basis equal to the amount paid therefor, increased by any brokerage fees    
treated as a dividend to the participant. Shares will have a holding period     
beginning on the day following the "transaction date." The transaction date     
is the date all purchases are completed with respect to a particular            
Investment Date.                                                                

Shares purchased with optional cash payments have a tax basis equal to
the amount of such payments, increased by the amount of brokerage fees, if      
any, treated as a dividend to the participant with respect to those shares.     
The holding period for such shares begins on the day following the transaction  
date.                                                                           

Participants should not be treated as receiving an additional taxable 
dividend based upon their pro rata share of the costs of administering the      
Plan which are paid by the Company.  However, there can be no assurance that    
the Internal Revenue Service ("IRS") will agree with this position.  The        
Company has no present plans to seek formal advice from the IRS on this issue.  

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Participants do not recognize any taxable income when they receive    
certificates for whole shares credited to their accounts, either upon their     
requests for such certificates or upon withdrawal from or termination of the    
Plan. However, participants recognize gain or loss when whole shares acquired   
under the Plan are sold or exchanged either through the Plan at the request     
of participants or by participants themselves after receipt of certificates     
for shares from the Plan. Participants also recognize gain or loss when they    
receive cash payments for fractional shares credited to their accounts, upon    
withdrawal from or termination of the Plan. The amount of gain or loss is the   
difference between the amount which the participant receives for his or her     
shares or fractional shares and the tax basis thereof.  Such gain or loss will  
generally be a capital gain or loss, long-term or short-term depending upon     
the participant's holding period.  Presently, net long-term capital gains of    
certain taxpayers are taxed at lower rates than other items of their taxable    
income.                                                                         

In the case of a participating foreign shareholder whose dividends are
subject to United States income tax withholding or a domestic shareholder       
subject to backup tax withholding, the tax required to be withheld will be      
deducted from the amount of any cash dividend otherwise to be applied to the    
purchase of shares for his or her account under the Plan, and the amount of     
the dividend after such deduction will be so applied. Since any such            
withholding tax applies also to a dividend on shares credited to the Plan       
account, only the net dividend on such shares will be applied to the purchase   
of additional stock. The regular statements sent to such participants will      
indicate the amount of tax withheld.  Likewise, participants selling shares     
or terminating from the Plan who are subject to backup or other withholding     
will receive only the net proceeds from such sale or termination as required    
by the Internal Revenue Code and IRS regulations.  The Company cannot refund    
withholding amounts. Participants subject to withholding should contact their   
tax advisors or the Internal Revenue Service for information.                   

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PART II               

INFORMATION NOT REQUIRED IN PROSPECTUS            

Item 14.  Other Expenses of Issuance and Distribution.                          
--------------------------------------------                
The following table itemizes the expenses incurred by the Company in  
connection with the offering of the shares of Common Stock being registered.    
All the amounts shown are estimates except the Securities and Exchange          
Commission registration fee and fees to regulatory commissions.                 

Item                                                             Amount         
-----                                                            ------         
Fees to regulatory commissions                                  $ 1,000         
Registration Fee - Securities and Exchange Commission             5,122         
Printing and Engraving Expenses                                  10,000         
Legal Fees and Expenses                                          12,500         
Accounting Fees and Expenses                                      5,000         
Miscellaneous Expenses                                              378         
                                                      --------
                        Total                          $34,000
                                                      ========

Item 15.  Indemnification of Directors and Officers.                            
------------------------------------------                  
  Pursuant to the Wisconsin Business Corporation Law and Article VI of the
By-laws of the Company, directors and officers of the Company are entitled to   
mandatory indemnification from the Company 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 Company     
and such breach or failure constituted: (a) a willful failure to deal fairly    
with the Company 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 the Company are not  
subject to personal liability to the Company, 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.              

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The indemnification described above may be broad enough to cover      
liabilities under the Securities Act of 1933. The Company 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 16.  Exhibits.                                                             
--------                                                    
   The following exhibits have been filed (except where otherwise indicated)
as part of this Registration Statement:                                         

Exhibit No.                  Exhibit                                            
-----------                  -------                                            
5                       Opinion of Foley & Lardner*                   

4.1                     WPS Resources Corporation Articles of         
                    Incorporation, as amended (incorporated by
                    reference to Exhibit 3A to Amendment No. 1
                   to Registrant's Registration Statement on
             Form S-4 (Reg. No. 33-52199), filed
February 28, 1994).   

4.2                     WPS Resources Corporation By-laws, as         
                amended (incorporated by referenced to
          Exhibit 3B to Amendment No. 1 to
                     Registrant's Registration Statement on Form
                     S-4 (Reg. No. 33-52199), filed February 28,
1994).                

4.3                     WPS Resources Corporation Dividend            
              Reinvestment and Stock Purchase Plan
                     (included on pages 3-11 of the Registration
Statement).           

24.1                    Consent of Arthur Andersen & Co. (not         
                     applicable with respect to this Amendment.)

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

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25                      Powers of Attorney (contained on signature    
pages hereto).        

_______________                                                                 

*  Previously filed.                                                  

Item 17.  Undertakings.                                                         
-------------                                               
The undersigned registrant hereby undertakes:                         

  1.  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.                                                     

2.  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;                                                                

 3.  that, in accordance with Rule 414, promulgated under the Securities
Act of 1933, it hereby expressly adopts the Form S-3 Registration Statement     
of Wisconsin Public Service Corporation (Reg. No. 33-47172) relating to the     
Dividend Reinvestment and Stock Purchase Plan, and all amendments thereto, as   
its own Registration Statement for all purposes of the Securities Act of 1933   
and the Securities Exchange Act of 1934, as amended.                            

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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-3 and has duly caused such         
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 1st day of September, 1994.                                                

     WPS RESOURCES CORPORATION
               (the "Company" or the "Registrant")

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

Pursuant to the requirements of the Securities Act of 1933, this      
Registration Statement has been signed below on September 1, 1994, by the       
following persons in the capacities indicated. Each person whose signature      
appears below hereby appoints R. H. Knuth, his true and lawful attorney-in-     
fact and agent, with full power of substitution and resubstitution, for him     
and his name, place and stead, in any and all capacities, to sign any and all   
amendments to this Registration Statement and to file the same, with all        
exhibits thereto, and other documents in connection herewith, with the          
Securities and Exchange Commission, granting unto each said attorney-in-fact    
and agent, full power and authority to do and perform each and every act and    
thing requisite and necessary to be done, as fully as he might or could do in   
person, hereby ratifying and confirming all that said attorney-in-fact and      
agent may lawfully do or cause to be done by virtue hereof.                     

Name                                    Capacity            
----                                    --------            

/s/ Daniel A. Bollom                                                            
________________________________                 President                      
Daniel A. Bollom                                 Principal Executive Officer    
                              and Director

/s/ Ralph G. Baeten                                                             
________________________________                 Principal Financial Officer    
Ralph G. Baeten                                  and Director                   

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Name                                       Capacity                 
----                                       --------                 
/s/ A. Dean Arganbright                                                         
_________________________________                Director                       
A. Dean Arganbright                                                             

/s/ Michael S. Ariens                                                           
__________________________________               Director                       
Michael S. Ariens                                                               

/s/ Richard A. Bemis                                                            
__________________________________               Director                       
Richard A. Bemis                                                                

/s/ Sister Lois Bush                                                            
__________________________________               Director                       
Sister M. Lois Bush                                                             

/s/ Robert C. Gallagher                                                         
_________________________________                Director                       
Robert C. Gallagher                                                             

/s/ Kathryn Hasselblad-Pascale                                                  
__________________________________               Director                       
Kathryn Hasselblad-Pascale                                                      

/s/ James L. Kemerling                                                          
__________________________________               Director                       
James L. Kemerling                                                              

/s/ Linus M. Stoll                                                              
__________________________________               Director                       
Linus M. Stoll                                                                  

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3DPOS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		9/1/94		2		19			35-CERT,  8-K,  8-K/A,  S-8 POS
		2/28/94		17					S-4/A
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