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     FOLEY & LARDNER LLP
ATTORNEYS AT LAW

     777 EAST WISCONSIN AVENUE

MILWAUKEE, WISCONSIN  53202-5306

414.271.2400  TEL

414.297.4900  FAX

www.foley.com

     March 21, 2005

     WRITER'S DIRECT LINE

414.297.5668

rryba@foley.com  Email

     VIA EDGAR AND FACSIMILE

     CLIENT/MATTER NUMBER

083697-0101

Mr. H. Christopher Owings

Assistant Director
U.S. Securities and Exchange
Commission
Division of Corporate Finance
Mail Stop 0308
Washington, DC 20549

Re:
WPS Resources
Corporation
Registration Statement on Form S-3
Filed January 12, 2005
File No. 333-121971

Dear Mr. Owings:

        On
behalf of our client, WPS Resources Corporation, a Wisconsin corporation (the
“Company”), set forth below are the Company’s responses to comments of the
Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) set forth in the Staff’s letter, dated February 3, 2005, with
respect to the above-referenced registration statement on Form S-3. The numbered items set
forth below repeat (in bold italics) the comments of the Staff reflected in the comment
letter, and following such comments are the Company’s responses (in regular type).

        Enclosed
please find a copy of amendment No. 1 to the registration statement, which was filed today
via EDGAR with the Commission. The amendment has been marked to show changes from the
original registration statement filed with the Commission on January 12, 2005.

Form S-3

General

1.
 We
note that this registration statement is a combined prospectus pursuant to
Rule 429. Please tell us – with a view toward
including a footnote in the calculation of registration fee table – whether
you have any shares registered under the prior
registration statements that remain unissued and unsold. If so, then
please also clarify whether the 1,500,000 shares of common stock you are
registering now include or exclude those previously
registered unissued and unsold shares. In this regard, we note that the
prospectus cover page reflects that you are offering
4,000,000 shares of common stock.

BOSTON

BRUSSELS

CHICAGO

DETROIT

JACKSONVILLE

LOS ANGELES

MADISON

MILWAUKEE

NEW YORK

ORLANDO

SACRAMENTO

SAN DIEGO

SAN DIEGO/DEL MAR

SAN FRANCISCO

SILICON VALLEY

TALLAHASSEE

TAMPA

TOKYO

WASHINGTON, D.C.

WEST PALM BEACH

Response:
The Company is registering an additional 1,500,000 shares with this registration
statement, which does not include the 1,000,000 shares registered pursuant to
Registration No. 33-61991, nor the 1,500,000 shares registered pursuant to registration
no. 333-56918. The Company has deleted the reference to Registration No. 33-47172.

Front Page of the
Prospectus

2.
Please
revise the first two full paragraphs to eliminate embedded lists and
parenthetical phrases, which are not consistent with plain English. In
addition, we suggest you generally revise those paragraphs to ensure the
cover page contains only information required by Item 501 of
Regulation S-K or otherwise key to an investment decision.

Response:
The Company has revised the disclosure as requested.

Source of Shares –Purchase
Prices – Investment Periods

"Question 11. How do you determine
my purchase price?" page 12

3.
Please
expand the discussion to reemphasize that investors will not know the
price at which they will be purchasing shares under the plan until some
time after they have made an investment decision. Between the time that
investors decide to purchase shares through the plan and the time of
actual purchase, the price of your common stock may fluctuate, or other
information may become available to investors that would affect their
investment decisions. Accordingly, investors bear the risk of buying
shares through the plan at prices higher than they would be willing
to pay for, or under circumstances in which they would otherwise not
invest in shares of your common stock.

Response:
The Company has revised the disclosure as requested.

“Question 15, Can I withdraw
or sell shares held in my Plan account without terminating my participation in the
Plan?” page 14

4.
In
the subsection “To Sell Shares,” please emphasize that the participants will
not know in advance thebrokerage commissions. In addition, state that the brokerage
commissions charged may possibly be morethan what investors would have paid if they had
arranged to sell shares through a broker.

Response:
The Company has revised the disclosure as requested.

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5.
In
the same sub-section, please indicate clearly the requisite contents of the written
request from the participants
selling their shares, and state whether a form for the purpose of selling shares is available.

Response:
The Company has revised the disclosure as requested.

6.
Also,
please disclose whether participants who are selling their shares may sell
them directly, and if so, how. If not, state whether participants are
obliged to sell their shares under the plan only through the independent
broker-dealer selected by you.

Response:
The Company has revised the disclosure as requested.

Other Information, page 18

7.
Under
separately captioned questions and answers, please discuss the following issues:

•
whether
investors may assign, pledge, or otherwise transfer shares in their plan accounts, and if
so, disclose the procedure; and

•
if
a participant in the plan sells or transfers a portion of the shares registered in the
participant’s name, whether the cash dividends on the remaining shares will
continue to be reinvested, or whether the investor’s participation in the plan will
be terminated.

Response:
The Company has revised the disclosure as requested.

Question 26. “Can
you suspend modify, or terminate the Plan?” page 19

8.
Please
specify the minimum number of days’ notice you will provide to investors prior to
the effective dateof any suspension, modification, or termination of the plan.

Response:
The Company has revised the disclosure as requested.

Available Information,
page 24

9.
Please
revise to reflect the fact that the Commission no longer maintains public reference
facilities in New York or Chicago. See Item 101(e) of Regulation S-K.

Response:
The Company has revised the disclosure as requested.

Exhibit Index, page II-5

10.
Please
consider filing as Item 99 exhibits the following documents that you provide on your
website.

•
Stock
Investment Plan Initial Enrollment Form,

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•
Current
Shareholders of Record Authorization Form,

•
Stock
Investment Plan Employee Enrollment Form,

•
Direct
Dividend Deposit Program for WPS Resources Corporation: Common Stock Shareholders, and

•
Direct
Dividend Deposit Program for Wisconsin Public Service Corporation: Preferred Stock
Shareholders.

Response:
The Company has considered filing the identified documents as Item 99 exhibits, but
respectfully submits that it has determined not to file them as they are not material,
and the document identified as “Direct Dividend Deposit Program for Wisconsin Public
Service Corporation: Preferred Stock Shareholders” is not related to the Stock
Investment Plan.

11.
You
have listed the Stock Investment Plan as exhibit 4(e) and you also state
that it is “included” in the registration statement. However,
there is no Stock Investment Plan agreement that is included in, or
appended to, the registration statement. Rather, it appears that the
prospectus itself is the Stock Investment Plan. If so, please revise to
clarify. If not, please file the Stock Investment Plan contract as an
exhibit.

Response:
The Company has revised the disclosure to clarify that the Stock Investment Plan is the
prospectus.

Exhibit 5 – legality
opinion

12.
Item
601(b)(5) of Regulation S-K requires an opinion of counsel that the
securities you are registering will “be legally
issued, fully paid and non-assessable[.]” We note in paragraph 2
that your counsel qualifies the opinion by reference to
Wisconsin employment laws. Please tell us why this qualification
is appropriate. If so, please tell us whether this Form S-3, including
the filings it incorporates by reference, addresses in greater
detail potential employment claims against you under Wisconsin law.

Response:
The Company respectfully submits that the referenced qualification is appropriate because
Section 180.0622(2)(b) of the Wisconsin Business Corporation Law makes shareholders of a
Wisconsin corporation personally liable (in an amount equal to the par value of their
shares, or an amount equal to the consideration they paid for shares without par value)
for debts owing to the corporation’s employees for services performed (not exceeding
six months’ service in any one case), without exception. Further, the Company
respectfully submits that the filings incorporated into the Form S-3 adequately describe
any material employment claims against the Company.

*   *   *

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        As
requested, when the Company requests acceleration of the effective date of the amended
registration statement, the Company will furnish a letter to the Commission acknowledging
that:

•
should
the Commission or the Staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to
the filing;

•
the
action of the Commission or the Staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

•
the
Company may not assert Staff comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

        If
the Staff has any questions with respect to any of the foregoing, please contact the
undersigned at (414) 297-5668 or Peter D. Fetzer at (414) 297-5596.

     Very truly yours,

/s/ Russell E. Ryba

Russell E. Ryba

Enclosures

cc:
Pradip Bhaumik (w/ enclosures)

David Mittelman (w/ enclosures)

   Securities and Exchange Commission

Barth Wolf (w/ enclosures)

Mark Van De Laarschot (w/ enclosures)

   WPS Resources Corporation

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