SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549


                                      FORM 8-K/A

                                   CURRENT REPORT

                         Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act of 1934




Date of Report:  December 10, 1998
(Date of earliest event reported)




Commission        Registrant; State of Incorporation           IRS Employer 
file number          Address; and Telephone Number          Identification No.
- -----------       ----------------------------------        ------------------

  1-11337         WPS RESOURCES CORPORATION                      39-1775292
                  (A Wisconsin Corporation)
                  700 North Adams Street
                  P. O. Box 19001
                  Green Bay, WI 54307-9001
                  920-433-1466

  1-3016          WISCONSIN PUBLIC SERVICE CORPORATION           39-0715160
                  (A Wisconsin Corporation)
                  700 North Adams Street
                  P. O. Box 19001
                  Green Bay, WI 54307-9001
                  920-433-1466



ITEM 7.  Financial Statements and Exhibits.
- ------   ---------------------------------

         (c)  Exhibits.
              --------

              99-2   Settlement and Ownership Transfer Agreement dated
                     September 29, 1998 between Wisconsin Public Service
                     Corporation and Madison Gas and Electric Company. 
                     Certain portions of this Exhibit 99-2 have been omitted
                     based upon a request for confidential treatment.  The
                     non-public information has been filed separately with the
                     Securities and Exchange Commission.

                                    -2-



                                 SIGNATURES
                                 ----------


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           WPS RESOURCES CORPORATION



                                   By:   /s/ Daniel P. Bittner
                                         ----------------------------------
                                             Daniel P. Bittner
                                             Vice President and
                                             Chief Financial Officer




Date: March 1, 1999






                                    -3-



                                 SIGNATURES
                                 ----------
                                

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                              WISCONSIN PUBLIC SERVICE CORPORATION



                         By:   /s/ Daniel P. Bittner
                               --------------------------------------------
                                   Daniel P. Bittner
                                   Senior Vice President-Finance




Date:  March 1, 1999






                                    -4-



                                EXHIBIT INDEX
                                -------------


Exhibit
- -------

99-2     Settlement and Ownership Transfer Agreement dated September 29, 1998
         between Wisconsin Public Service Corporation and Madison Gas and
         Electric Company.  Certain portions of this Exhibit 99-2 have been
         omitted based upon a request for confidential treatment.  The
         non-public information has been filed separately with the 
         Securities and Exchange Commission.