April 5, 2005

Mail Stop 0308


Larry L. Weyers
Chairman, President and Chief Executive Officer
WPS Resources Corporation
700 North Adams Street, P.O. Box 19001
Green Bay, Wisconsin 54307-1727


Re:	WPS Resources Corporation
	Registration Statement on Form S-3
      Amended March 21, 2005
	File No. 333-1121971

Dear Mr. Weyers:

      We have the following comment on your amended filing.  Where
indicated, we think you should revise your document in response to
the comment.  If you disagree, we will consider your explanation
as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-3

Exhibit 5 - legality opinion
1. We note your response to our prior comment 12.  It does not
appear, however, that your Form 10-K for the fiscal year ended
December 31, 2004 includes any description of material employment
claims against you.  Please advise.  Please further revise this
prospectus to include disclosure about the possibility of
assessment
under Wisconsin law and whether there currently are pending any
employment claims against you that may result in assessability
upon
the shares being registered.


* * * * *

      As appropriate, please amend your registration statement in
response to the comment.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your response to our
comment.  Detailed cover letters greatly facilitate our review.
Please understand that we may have additional comments after
reviewing your amendment and response to our comment.

      Please contact Pradip Bhaumik, Attorney-Advisor, at (202)
942-
1776, or David Mittelman, Legal Branch Chief, at (202) 942-1921,
or
me at (202) 942-1900 with any questions.



      				Sincerely,




      				H. Christopher Owings
      				Assistant Director



cc. Russell E. Ryba, Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202



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WPS Resources Corporation
April 5, 2005
Page 1