(Mark One)

For the fiscal year ended December 31, 2000

For the transition period from ________________ to ___________________

Securities registered pursuant to Section 12(b) of the Act:

 Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

DOCUMENTS INCORPORATED BY REFERENCE

(1) Definitive proxy statement for the WPS Resources Corporation Annual Meeting of Shareholders on May 3, 2001 is incorporated into Parts I and III.

WPS RESOURCES CORPORATION
and
WISCONSIN PUBLIC SERVICE CORPORATION

    WPS Resources was incorporated in Wisconsin in 1993. WPS Resources is a holding company for regulated utility and nonregulated business units. Principal operating subsidiaries and their approximate percentages of revenues and assets are:

    Wisconsin Public Service, WPS Energy Services, and WPS Power Development are all Wisconsin corporations. Upper Peninsula Power is a Michigan corporation. Wisconsin Public Service and Upper Peninsula Power are regulated utilities.

Wisconsin Public Service Corporation

    Wisconsin Public Service is a regulated electric and gas utility serving an 11,000 square mile service territory in northeastern Wisconsin and a portion of the Upper Peninsula of Michigan. In 2000, Wisconsin Public Service served 395,063 electric retail customers and 235,470 gas retail customers. Wholesale electric service is provided to various customers including municipal utilities, electric cooperatives, energy marketers, other investor-owned utilities, and a municipal joint action agency.

    Upper Peninsula Power is a regulated utility providing electric service to a 4,500 square mile area of Michigan's Upper Peninsula. Electric service was provided to 50,272 retail customers. Wholesale electric service was provided to various municipal utilities, electric cooperatives, and other investor-owned utilities. Total revenues consisted of 91% retail sales and 9% wholesale sales.

    WPS Resources Capital Corporation was created in 1999 as an intermediate holding company for the nonregulated subsidiaries of WPS Resources. WPS Resources Capital Corporation will provide the equity for the nonregulated subsidiaries of WPS Resources. At the end of 2000, WPS Resources Capital Corporation had total assets of $108.6 million, consisting of its investments in WPS Energy Services and WPS Power Development.

    WPS Energy Services is a nonregulated subsidiary of WPS Resources Capital Corporation. WPS Energy Services provides energy and related products and services in the nonregulated energy market throughout the Midwest and eastern United States. WPS Energy Services had revenues of $955.6 million in 2000. Revenues in 2000 have risen significantly over 1999 due to growth in sales volume and the large increase in the cost of natural gas experienced in 2000.

    WPS Power Development is also a nonregulated subsidiary of WPS Resources Capital Corporation. Energy-related services provided by WPS Power Development include project development, engineering and management services, and operations and maintenance services. WPS Power Development currently owns, through subsidiaries, electric generation facilities in Wisconsin, Maine, Pennsylvania, and New Brunswick, Canada. Synthetic fuel processing and steam production facilities are located in Kentucky, Arkansas and Oregon. WPS Power Development had revenues of $128.1 million in 2000.

    Except for historical data and statements of current fact, the information contained in this Annual Report constitutes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Any references made to plans, goals, beliefs, or expectations in respect to future events and conditions or to estimates are forward-looking statements. We believe our expectations are based on reasonable assumptions. Forward-looking statements are inherently uncertain and subject to risks. Such statements should be viewed with caution. Actual results or experience could differ materially from the forward-looking statements as a result of many factors. Forward-looking statements in this report include, but are not limited to statements regarding:

 1)    the speed and degree to which competition enters the electric
        and natural gas industries,
 2)    state and Federal legislation, regulation, interpretation, or
        enforcement,
 3)    regulatory initiatives,
 4)    economic climate,
 5)    industrial, commercial, and residential growth,
 6)    environmental regulation,
 7)    weather,
 8)    timing and extent of changes in commodity prices,
 9)    interest rates,
10)    capital markets, and
11)    opportunities for expansion in nonregulated energy markets.

    We make no commitment to disclose any revisions to the forward-looking statements as a result of, facts, events, or circumstances after the date of this report.

    In Wisconsin, the largest communities served by Wisconsin Public Service at the electric retail level are the cities of Green Bay, Oshkosh, Wausau, and Stevens Point. In Michigan, the largest community served at the electric retail level is the area of Houghton/Hancock, which is served by Upper Peninsula Power.

Generating Capacity

    In 2000, Wisconsin Public Service reached a firm net design peak of 1,793 megawatts on the afternoon of August 31. The summer time period is the most relevant for capacity planning purposes. Planned generation capability for the 2000 summer period was 1,980 megawatts. Future supply reserves are expected to meet the minimum 18% planning criteria for 2001 and 2002.

    For additional information regarding our generation facilities, see "UTILITY" in Part I, Item 2, PROPERTIES.

    In 2000, Upper Peninsula Power purchased 89% of its total energy requirements. Remaining energy requirements were supplied by hydroelectric and combustion turbine facilities owned by Upper Peninsula Power. During 2000, 65 megawatts of firm power were purchased from Wisconsin Public Service. Upper Peninsula Power also purchased non-firm power from Wisconsin Public Service and Alliant Energy Corporation among others. The purchases from Wisconsin Public Service represented 75% of Upper Peninsula Power's total energy requirements in 2000. Upper Peninsula Power has contracted for 65 megawatts of capacity and energy from Wisconsin Public Service for the years 2001 and 2002.

    In 2000, Wisconsin Public Service purchased Consolidated Water Power Company's ownership interest in Wisconsin River Power Company increasing the ownership interest of Wisconsin Public Service from 33.1% to 66.88% of the outstanding capital stock of Wisconsin River Power. Wisconsin River Power is the owner and operator of two dams and related hydroelectric plants on the Wisconsin River having an aggregate installed capacity of approximately 39 megawatts. The acquisition was effective January 1, 2001. Wisconsin Power and Light Company has an option to purchase 50% of the additional capital stock of Wisconsin River Power acquired by Wisconsin Public Service in 2000. Wisconsin Power and Light must file with the Securities and Exchange Commission by March 31, 2001 to exercise this option. Upon exercise of this option, Wisconsin Public Service and Wisconsin Power and Light would each own 50% of Wisconsin River Power.

Kewaunee Nuclear Power Plant

    The Kewaunee plant is a pressurized water reactor plant with a nameplate capacity of 562 megawatts. Currently, it is jointly owned by Wisconsin Public Service (41.2%), Wisconsin Power and Light (41.0%), and Madison Gas and Electric Company (17.8%). WPS Resources owns a 20% interest in Nuclear Management Company LLC, the plant's current operator. The plant's operating license expires in 2013.

    On September 29, 1998, Wisconsin Public Service and Madison Gas and Electric Company entered into an agreement to transfer Madison Gas and Electric's 17.8% share of the Kewaunee plant to Wisconsin Public Service. The closing of this agreement remains contingent upon approvals from the Nuclear Regulatory Commission. After the transfer, Wisconsin Public Service will have a 59% ownership interest in the plant. The remaining co-owner, Wisconsin Power and Light Company, will retain its 41% ownership interest in the plant.

    Under the terms of the agreement, Wisconsin Public Service will pay Madison Gas and Electric an amount equal to its depreciated book value for its share of the Kewaunee plant at the ownership transfer date. The ownership transfer date is contingent upon installation of new steam generators at the Kewaunee Nuclear Plant. Shutdown of the plant for installation of the steam generators is anticipated to be in the fall of 2001. Madison Gas and Electric will not participate in the costs related to the installation. Madison Gas and Electric will also provide to Wisconsin Public Service:

1)    its qualified decommissioning trust at the date of the ownership change,

2)    a commitment to dedicate funds available in its nonqualified trust for decommissioning, and

3)    a commitment to make annual decommissioning contributions of  $8,091,000 through the year 2002.

    These funds and contributions are expected to fully fund Madison Gas and Electric's share of total expected plant decommissioning costs.

    Wisconsin Public Service will then assume responsibility for 59% of the costs of decommissioning the plant. Madison Gas and Electric will retain its obligation for its share of the costs for final disposal of spent nuclear fuel created up to the time of ownership transfer. Madison Gas and Electric will be provided with an option to purchase power from Wisconsin Public Service, at a fixed price, for two years following the date of the ownership transfer. The amount of potential power to be provided is approximately equal to Madison Gas and Electric's current share of the power generated by the plant.

    On April 7, 1998, the Public Service Commission of Wisconsin approved the Wisconsin Public Service application for replacement of the two steam generators at the Kewaunee plant. The total cost of replacing the steam generators is estimated to be approximately $120 million. After the acquisition of Madison Gas and Electric's interest in the Kewaunee plant our share of the cost is estimated to be $70.8 million. Madison Gas and Electric will not be responsible for any portion of the costs of the steam generator as a result of the change in ownership discussed above. Due to delays in the manufacture of the new steam generators, the replacement is now planned for the scheduled refueling outage in the fall of 2001 and is expected to take approximately 60 days.

    On April 21, 2000, the Kewaunee plant was shut down for the scheduled spring 2000 refueling outage. The plant had operated continuously since startup from the 1998 refueling outage for a total of 511 days. On June 2, 2000, the plant returned to service from the 2000 planned maintenance and refueling outage. Inspection of the plant's two steam generators showed that the repairs made to the tubes in previous outages were holding up well. A major overhaul was also performed on the main electrical generator. The Kewaunee plant ended year 2000 with 206 days of continuous operation since startup from the 2000 refueling outage.

    On February 25, 1999, Northern States Power Company, Wisconsin Electric Power Company, and Wisconsin Public Service announced the formation of Nuclear Management Company. Subsequently, Alliant Energy also became a participant in Nuclear Management Company. Combined, the four utilities operate seven nuclear generating units at five locations for a combined generating capacity of approximately 3,760 megawatts. This represents between 12% and 25% of the electricity generated by the individual utilities. In 2000 Consumers Power announced that it will join Nuclear Management Company upon the receipt of regulatory approvals.

    Nuclear Management Company was formed to sustain long-term safety, optimize reliability, and improve the operational performance of the individual nuclear generating plants. Overall plant operations will continue to be staffed by the same plant personnel. The utilities will continue to own their respective plants, be entitled to energy generated at the plants, and retain the financial obligations for their safe operation, maintenance, and decommissioning. Each of the current Nuclear Management Company participants has received the required state and Federal regulatory approvals. All non-union Kewaunee plant employees of Wisconsin Public Service were transferred to Nuclear Management Company on January 1, 2001.

    The Kewaunee plant has been implementing a plan over the last several years to make improvements to plant processes and procedures. Assessments performed by Nuclear Management Company and Kewaunee staff, the Nuclear Regulatory Commission, the Institute of Nuclear Plant Operations, and others have reinforced the need to continue this improvement.

    In 2000, the Nuclear Regulatory Commission Revised Oversight Process was issued which lowered the requirements defining when a formal investigative process needed to be initiated at a nuclear plant. As a result, processes at the Kewaunee plant need to be revised. The improvements necessitated by the Nuclear Regulatory Commission Revised Oversight Process have increased the urgency to implement process improvements currently underway at the plant. In addressing these needed improvements, the Nuclear Regulatory Commission acknowledged the safety record of the Kewaunee plant and its ability to continue operations. However, management believes that the Kewaunee plant must proceed with the current process improvement project to continue operations.

    In order to address the concerns raised by the Nuclear Regulatory Commission, it is estimated that additional costs will be incurred in 2001 of $23.8 million over that requested in the most recent rate case filings of Wisconsin Public Service and the other plant co-owners. The Wisconsin Public Service share of the $23.8 million may be as much as $14 million. Nuclear Management Company has requested approval of the Kewaunee co-owners to spend up to $3.6 million to allow the Kewaunee plant staff to continue to address these issues over the next three months while further definition of the project is developed.

    Additional incremental operating costs for these improvements over the period of 2002 through 2005 are estimated to be $51.7 million and will be included in future rate requests of the Kewaunee co-owners. The Kewaunee co-owners have submitted to the Public Service Commission of Wisconsin a request for deferral of the 2001 and 2002 incremental costs associated with this issue.

    Total additional capital costs associated with these improvements, over the 2001 through 2003 period are estimated to be $4.9 million.

    In 1997, the Public Service Commission of Wisconsin directed the owners of the Kewaunee plant to develop depreciation and decommissioning cost projections based on full cost recovery of the estimated obligation by the end of 2002. Previously, cost estimates had been based on full collection of funds required for decommissioning by 2013, the year in which the operating license expires. The order was prompted by uncertainty regarding the expected useful life of the plant without steam generator replacement. This method of recovery was discontinued on December 31, 2000 as a result of a recent Public Service Commission of Wisconsin rate order for 2001 and 2002. This rate order requires the investment in the new steam generators to be recovered using the sum-of-the-years-digits depreciation method over an 8.5 year period beginning with completion of the new steam generators installation. The unrecovered plant investment at the end of 2000 will be recovered over a period ending 8.5 years after the installation of the steam generators using a straight-line remaining life depreciation methodology. The order further provides for the funding period for decommissioning to be extended to the end of 2010.

    At December 31, 2000, the net carrying amount of our investment in Kewaunee was approximately $52.5 million. The current cost for our share of the estimated costs to decommission Kewaunee is $211.4 million. Wisconsin Public Service decommissioning trust assets at December 31, 2000 totaled $207.2 million.

    During 2000, $8.9 million of depreciation expense related to unrecovered plant investment was recognized compared with $8.3 million recognized in 1999. The 2000 decommissioning funding level was $8.9 million compared with $9.2 million in 1999. Beginning in 2001, the decommissioning funding level will be $2.6 million based on the extension of the funding period.

    Additional discussion of Kewaunee plant matters is included in MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION and the NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,

    Wisconsin Public Service's electric generation mix for 2000 and 1999 was:

    Wisconsin Public Service's fuel costs for 2000 and 1999 were: