UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K

(Mark One)

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ___________________

Commission File Number	Registrants; State of Incorporation; Address; and Telephone Number	IRS Employer Identification No.

1-11337	WPS RESOURCES CORPORATION (A Wisconsin Corporation) 700 North Adams Street P. O. Box 19001 Green Bay, WI 54307-9001 920-433-4901	39-1775292

1-3016	WISCONSIN PUBLIC SERVICE CORPORATION (A Wisconsin Corporation) 700 North Adams Street P. O. Box 19001 Green Bay, WI 54307-9001 920-433-1598	39-0715160

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

	Title of each class	Name of each exchange on which registered

WPS RESOURCES CORPORATION	Common Stock, $1 par value	New York Stock Exchange

	Rights to purchase Common Stock pursuant to Rights Agreement dated December 12, 1996, as amended	New York Stock Exchange

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

WISCONSIN PUBLIC SERVICE CORPORATION

Preferred Stock, Cumulative, $100 par value

	5.00% Series 5.04% Series	5.08% Series 6.76% Series

Indicate by check mark whether the Registrants (1) have 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) have 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. [ ]

Indicate by check mark whether the Registrants are accelerated filers (as defined in Rule 12b-2 of the Act).

WPS Resources Corporation

Yes [X] No [ ]

Wisconsin Public Service Corporation

Yes [ ] No [X]

State the aggregate market value of the voting and non-voting common equity held by nonaffiliates of the Registrants.

WPS RESOURCES CORPORATION	$1,725,313,118 as of June 30, 2004

WISCONSIN PUBLIC SERVICE CORPORATION	$0 as of June 30, 2004

Number of shares outstanding of each class of common stock, as of February 28, 2005

WPS RESOURCES CORPORATION	Common Stock, $1 par value, 37,682,550 shares

WISCONSIN PUBLIC SERVICE CORPORATION	Common Stock, $4 par value, 23,896,962 shares. WPS Resources Corporation is the sole holder of Wisconsin Public Service Corporation Common Stock.

DOCUMENT INCORPORATED BY REFERENCE

Definitive proxy statement for the WPS Resources Corporation Annual Meeting of Shareholders to be held on May 19, 2005 is incorporated by reference into Part III.

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WPS RESOURCES CORPORATION
and
WISCONSIN PUBLIC SERVICE CORPORATION

ANNUAL REPORT ON FORM 10-K
For the Year Ended December 31, 2004

TABLE OF CONTENTS


					Page

Forward-Looking Statements					1

PART I					3

ITEM 1.	BUSINESS				3

	A.	GENERAL			3

			WPS Resources Corporation
			Wisconsin Public Service Corporation
			Upper Peninsula Power Company
			WPS Investments, LLC
			WPS Resources Capital Corporation
			WPS Energy Services, Inc.
			WPS Power Development, Inc.

	B.	REGULATED ELECTRIC OPERATIONS			5

			Facilities		6
				Weston Unit 4
				Weston Units 1 through 3
				Pulliam
				Kewaunee Nuclear Power Plant
				Radioactive Waste Storage
				Plant Capacity
				Depreciation and Decommissioning
				Other Generation Facilities
				Fox Energy Center
				Other Facilities
			Fuel Supply		8
				Electric Supply Mix
				Fuel Costs
				Coal
				Nuclear Fuel Cycle
				Spent Nuclear Fuel Disposal
				Funding Decontamination and Decommissioning of Federal Facilities
			Regulatory Matters		10
				Wisconsin Regulatory Matters
				Michigan Regulatory Matters
				Federal Energy Regulatory Commission Matters
				Hydroelectric Licenses
			Other Matters		12
				Research and Development
				Customer Segmentation
				Seasonality
				Competition
i <PAGE>
				Working Capital Requirements
			Electric Operating Statistics		14
				Wisconsin Public Service Corporation
				Upper Peninsula Power Company

	C.	REGULATED NATURAL GAS OPERATIONS			16

			Facilities		16
			Natural Gas Supply		16
			Regulatory Matters		17
			Other Matters		17
				Research and Development
				Customer Segmentation
				Seasonality
				Competition
				Working Capital Requirements
			Natural Gas Operating Statistics		19
				Wisconsin Public Service Corporation

	D.	NONREGULATED ENERGY SERVICES			20

			Facilities		21
			Licenses		21
			Other Matters		21
				Customer Segmentation
				Seasonality
				Competition
				Working Capital

	E.	NONREGULATED ELECTRIC GENERATION			23

			Facilities		23
			Fuel Supply		24
			Licenses		24
			Other Matters		24
				Customer Segmentation
				Seasonality
				Competition
				Working Capital

	F.	ENVIRONMENTAL MATTERS			25

	G.	CAPITAL REQUIREMENTS			25

	H.	EMPLOYEES			25

	I.	AVAILABLE INFORMATION			26

ITEM 2.	PROPERTIES				27

	A.	UTILITY			27

			Wisconsin Public Service Facilities		27
			Upper Peninsula Power Facilities		28

	B.	NONREGULATED			28

ii <PAGE>
			WPS Resources Corporation		28
				Asset Management Strategy
			WPS Energy Services Facilities		29
			WPS Power Development Facilities		29

ITEM 3.	LEGAL PROCEEDINGS				30

		Stray Voltage Claims			30
		Dead River Flooding			30
		Kewaunee Spent Nuclear Fuel Lawsuit			30
		Environmental			30

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS				31

ITEM 4A.	EXECUTIVE OFFICERS OF THE REGISTRANTS				32

	A.	Executive Officers of WPS Resources Corporation as of January 1, 2005			32
	B.	Executive Officers of Wisconsin Public Service Corporation as of January 1, 2005			33

PART II							34

ITEM 5.	MARKET FOR REGISTRANTS' COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES						34

		WPS Resources Corporation Common Stock Two-Year Comparison					34
		Dividend Restrictions					34
		Common Stock					34

ITEM 6.	SELECTED FINANCIAL DATA						35

		WPS Resources Corporation Comparative Financial Statements and Financial Statistics (2000 to 2004)
		Wisconsin Public Service Corporation Comparative Financial Statements and Financial Statistics (2000 to 2004)

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION						36

		WPS Resources Corporation					36
					Introduction
						Strategic Overview
						Regulated Utilities
						WPS Energy Services
						WPS Power Development
					Results of Operations - WPS Resources Corporation 2004 Compared with 2003		41
						WPS Resources Overview
						Overview of Utility Operations
						Overview of Nonregulated Operations
						Overview of Holding Company and Other Segment Operations
						Operating Expenses
						Other Income (Expense)
						Provision for Income Taxes
						Discontinued Operations
						Cumulative Effect of Change in Accounting Principles
					2003 Compared with 2002		50
						WPS Resources Overview
iii <PAGE>
						Overview of Utility Operations
						Overview of Nonregulated Operations
						Overview of Holding Company and Other Segment Operations
						Operating Expenses
						Other Income (Expense)
						Provision for Income Taxes
						Discontinued Operations
					Balance Sheet - WPS Resources 2004 Compared with 2003		56
					Liquidity and Capital Resources - WPS Resources		57
						Operating Cash Flows
						Investing Cash Flows
						Financing Cash Flows
						Future Capital Requirements and Resources
						Other Future Considerations
					Guarantees and Off Balance Sheet Arrangements - WPS Resources		665
					Market Price Risk Management Activities - WPS Resources		68
					Critical Accounting Policies - WPS Resources		69
						Risk Management Activities
						Asset Impairment
						Receivables and Reserves
						Pension and Postretirement Benefits
						Regulatory Accounting
						Tax Provision
					Related Party Transactions - WPS Resources		73
					Trends - WPS Resources		743
						Environmental
						Energy and Capacity Prices
						Synthetic Fuel Operation
						Industry Restructuring
						Seams Elimination Charge Adjustment
						New Accounting Pronouncements
					Impact of Inflation - WPS Resources		76

		Wisconsin Public Service Corporation					77
					2004 Compared with 2003		77
						WPSC Overview
						Electric Utility Operations
						Gas Utility Operations
						Operating Expenses
						Other Income
					2003 Compared with 2002		79
						WPSC Overview
						Electric Utility Operations
						Gas Utility Operations
						Operating Expenses
						Other Income
					Balance Sheet - WPSC 2004 Compared with 2003		81
					Liquidity and Capital Resources - WPSC		82
						Operating Cash Flows
						Investing Cash Flows
						Financing Cash Flows
						Future Capital Requirements and Resources
						Other Future Considerations
					Off Balance Sheet Arrangements - WPSC		85
					Critical Accounting Policies - WPSC		85
					Related Party Transactions - WPSC		85
					Trends - WPSC		85
iv <PAGE>
					Impact of Inflation - WPSC		85

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK						86

		Market Risks and Other Significant Risks					86
		Interest Rate Risk					86
		Commodity Price Risk					86
		Value-at-Risk					87
		Equity Return and Principal Preservation Risk					87
		Foreign Currency Exchange Rate Risk					88

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA						89

	WPS RESOURCES CORPORATION						89
	A.			Consolidated Statements of Income			89
	B.			Consolidated Balance Sheets			90
	C.			Consolidated Statements of Common Shareholders' Equity			91
	D.			Consolidated Statements of Cash Flows			92
	E.			Notes to Consolidated Financial Statements			93
	F.			Reports of Independent Registered Public Accounting Firm			146

	WISCONSIN PUBLIC SERVICE CORPORATION						147
	G.			Consolidated Statements of Income			147
	H.			Consolidated Balance Sheets			148
	I.			Consolidated Statements of Capitalization			149
	J.			Consolidated Statements of Common Shareholder's Equity			150
	K.			Consolidated Statements of Cash Flows			151
	L.			Notes to Consolidated Financial Statements			152
	M.			Reports of Independent Registered Public Accounting Firm			160

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE						161

ITEM 9A.	CONTROLS AND PROCEDURES						161

	Evaluation of Disclosure Controls and Procedures						161
	Changes in Internal Controls						161
	Management Reports on Internal Controls over Financial Reporting						161
	Reports of Independent Registered Public Accounting Firm						162

ITEM 9B.	OTHER INFORMATION						164

PART III							164

ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS						164

ITEM 11.	EXECUTIVE COMPENSATION						165

		WPS Resources					165
		Wisconsin Public Service					166
						Summary Compensation Table
						Agreements with Named Executive Officers
						Option Grants to Named Executives in Last Fiscal Year
						Aggregated Options Exercises in Last Fiscal Year and Fiscal Year End Option Values for the Named Executive Officers
						Performance Share (Long-Term Incentive Plan) Awards to the Named Executive Officers
v <PAGE>
						Pension Plans

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						171

		WPS Resources Corporation					171
		Wisconsin Public Service Corporation					171
						Ownership of Voting Securities
		Equity Compensation Plan Information					172

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS						172

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES						172

PART IV							174

ITEM 15.	EXHIBITS AND, FINANCIAL STATEMENT SCHEDULES						174

	Documents Filed as Part of this Report						174
		Consolidated Financial Statements
		Financial Statement Schedules
		Listing of Exhibits

SIGNATURES							180

SCHEDULE I - CONDENSED PARENT COMPANY FINANCIAL STATEMENTS WPS RESOURCES CORPORATION (PARENT COMPANY ONLY)							181
	A.		Statements of Income and Retained Earnings				181
	B.		Balance Sheets				182
	C.		Statements of Cash Flows				183
	D.		Notes to Parent Company Financial Statements				184

SCHEDULE II - WPS RESOURCES CORPORATION VALUATION AND QUALIFYING ACCOUNTS							187

SCHEDULE II - WISCONSIN PUBLIC SERVICE CORPORATION VALUATION AND QUALIFYING ACCOUNTS							188

EXHIBITS FILED HEREWITH							189

<PAGE>

Acronyms Used in this Annual Report -on Form 10-K

ATC	American Transmission Company LLC
DOE	United States Department of Energy
EPA	United States Environmental Protection Agency
ESI	WPS Energy Services, Inc.
ESOP	Employee Stock Ownership Plan
FASB	Financial Accounting Standards Board
FERC	Federal Energy Regulatory Commission
MPSC	Michigan Public Service Commission
PDI	WPS Power Development, Inc.
PSCW	Public Service Commission of Wisconsin
SEC	Securities and Exchange Commission
SFAS	Statement of Financial Accounting Standards
UPPCO	Upper Peninsula Power Company
WDNR	Wisconsin Department of Natural Resources
WPSC	Wisconsin Public Service Corporation

vii

<PAGE>

Forward-Looking Statements

Except for historical data and statements of current fact, the information contained or incorporated by reference in this document constitutes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Any references to plans, goals, beliefs or expectations in respect to future events and conditions or to estimates are forward-looking statements. Although we believe that statements of our expectations are based on reasonable assumptions, forward-looking statements are inherently uncertain and subject to risks and should be viewed with caution. Actual results or experience could differ materially from the forward-looking statements as a result of many factors.

In addition to statements regarding trends or estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations, forward-looking statements included or incorporated in this report include, but are not limited to, statements regarding future:

Revenues or expenses,

Capital expenditure projections, and

Financing sources.

Forward-looking statements involve a number of risks and uncertainties. There are many factors that could cause actual results to differ materially from those expressed or implied in this report. Some of those factors include:

Resolution of pending and future rate cases and negotiations (including the recovery of deferred costs) and other regulatory decisions regarding WPSC and UPPCO;
The impact of recent and future federal and state regulatory changes, including legislative and regulatory initiatives regarding deregulation and restructuring of the electric utility industry, changes in environmental, tax and other laws and regulations to which WPS Resources and its subsidiaries are subject, as well as changes in application of existing laws and regulations;
Current and future litigation, regulatory investigations, proceedings or inquiries, including manufactured gas plant site cleanup and pending EPA investigations of WPSC generation facilities;
Resolution of audits by the Internal Revenue Service and various state revenue agencies;
The effects, extent and timing of additional competition in the markets in which WPS Resources' subsidiaries operate;
The impact of fluctuations in commodity prices, interest rates and customer demand;
Available sources and costs of fuels and purchased power;
Ability to control costs (including costs of decommissioning generation facilities);
Investment performance of employee benefit plans;
Advances in technology;
Effects of and changes in political, legal and economic conditions and developments in the United States;
The performance of projects undertaken by nonregulated businesses and the success of efforts to invest in and develop new opportunities;

-1-

<PAGE>

Potential business strategies, including acquisitions or dispositions of assets or businesses, which cannot be assured to be completed (such as the potential sale of the Sunbury plant, the potential sale of the Kewaunee plant, construction of the Weston 4 generation plant and construction of the Wausau, Wisconsin to Duluth, Minnesota transmission line);
The direct or indirect effect resulting from terrorist incidents or responses to such incidents;
Financial market conditions and the results of financing efforts, including credit ratings and risks associated with commodity prices, interest rates and counter-party credit;
Weather and other natural phenomena; and
The effect of accounting pronouncements issued periodically by standard-setting bodies.

Except to the extent required by the federal securities laws, WPS Resources and its subsidiaries undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this report.

-2-

<PAGE>

PART I

ITEM 1. BUSINESS

A. GENERAL

For purposes of this Annual Report on Form 10-K, unless the context otherwise indicates, when we refer to "us," "we," "our" or "ours," we are describing WPS Resources.

WPS Resources Corporation

WPS Resources is domiciled in the United States and was incorporated in Wisconsin in 1993. WPS Resources is a holding company for regulated utility and nonregulated business units and is exempt from the Public Utility Holding Company Act of 1935. Approximate percentages of revenues and net income for the year ended 2004 and assets as of December 31, 2004 of WPS Resources and its principal operating subsidiaries are:

	Percent of Revenues *	Percent of Net Income *	Percent of Assets *

Wisconsin Public Service Corporation	25%	75%	62%
Upper Peninsula Power Company	2%	3%	4%
WPS Energy Services, Inc.	73%	26%	24%
WPS Power Development, Inc.	1%	4%	9%
WPS Resources Corporation	0%	(8%)	7%

* The percentages above may not total 100% due to intercompany transactions. Intercompany transactions largely consist of energy sales and purchases between subsidiaries and related intercompany receivables and payables.

For the last three years, the majority of WPS Resources' revenues were earned within the United States and the majority of long-lived assets were located within the United States.

	2004	2003	2002
Domestic Revenues (millions)	$3,763.6	$3,749.6	$1,407.4
Foreign Revenues (millions)	1,127.0	571.7	53.7
Total Revenues (millions)	$4,890.6	$4,321.3	$1,461.1

Domestic Assets (millions)	$2,823.8	$2,618.4
Foreign Assets (millions)	22.9	24.1
Total Assets (millions)	$2,846.7	$2,642.5

WPS Resources Corporation	Yes [X] No [ ]
Wisconsin Public Service Corporation	Yes [ ] No [X]