UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C.  20549
                                  FORM 10-Q

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

For Quarterly Period Ended              June 30, 1998
                            _____________________________________
                                     OR
[  ]  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     0-17427
                        ___________

                     UPPER PENINSULA ENERGY CORPORATION
_________________________________________________________________
           (Exact name of registrant as specified in its charter)

           Michigan                            38-2817909
___________________________________     _________________________
  (State or other jurisdiction of          (I.R.S. Employer
   incorporation or organization)         Identification No.)

600 Lakeshore Drive, P.O. Box 130, Houghton, Michigan  49931-0130
_________________________________________________________________
(Address of principal executive offices)               (Zip Code)

(Registrant's telephone no., including area code)  (906) 487-5000
                                                   ______________

      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
                                                                   _____    ___


                    APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of issuer's classes of 
common stock, as of the latest practicable date.

As of July 31, 1998, 2,950,001 shares of common stock, no par value
________________________________________________________________


                     UPPER PENINSULA ENERGY CORPORATION

                                  FORM 10-Q

                                JUNE 30, 1998

                              TABLE OF CONTENTS

                                                         Page No.
                                                         ________

Part I.    FINANCIAL INFORMATION                            3

  Item 1.  Financial Statements (Unaudited)                 3

           Consolidated Statements of Income - Three 
           Months Ended June 30, 1998 and June 30, 1997     3

           Consolidated Statements of Income - Six 
           Months Ended June 30, 1998 and June 30, 1997     4

           Consolidated Statements of Cash Flows -
           Six Months Ended June 30, 1998 and 
           June 30, 1997                                    5

           Consolidated Balance Sheets - June 30,
           1998 and December 31, 1997

             Assets                                         7
             Capitalization and Liabilities                 8

           Notes to Consolidated Financial Statements       9


  Item 2.  Management's Discussion and Analysis of 
           Financial Conditions and Results of 
           Operations                                      10

Part II.   OTHER INFORMATION                               13

  Items 1. through 4.                                      N/A

  Item  5. Other Information                               13

  Item  6. Exhibits and Reports on Form 8-K                16

  SIGNATURES                                               19


                       PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements 

                      CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                 Three Months Ended
                                                       June 30
                                                     (Unaudited)
                                               ______________________
                                                 1998         1997
                                               (Thousands of Dollars)

<S>                                            <C>           <C>
Operating Revenues........................     $13,889       $13,796
                                               _______       _______
Operating Expenses:
  Operation - Power Supply Costs..........       4,709         4,619
            - Other.......................       3,425         3,727
  Maintenance.............................         752           699
  Depreciation and Amortization...........       1,545         1,457
  Federal Income Tax Expense..............         416           350
  Taxes Other Than Federal Income Taxes - 
    Ad Valorem............................         994           904
    Other.................................         349           297
                                               _______       _______
          Total...........................      12,190        12,053
                                               _______       _______
Operating Income..........................       1,699         1,743
                                               _______       _______
Other Income (Deductions): 
  Interest Income.........................          99            59
  Other...................................          77            49
  Federal Income Tax Expense..............         (75)          (47)
                                               _______       _______
          Total...........................         101            61
                                               _______       _______

Income Before Interest Charges............       1,800         1,804
                                               _______       _______
Interest Charges: 
  Interest on Long-Term Debt..............         963           968
  Amortization of Debt Expense............          18            18
  Other Interest Expense..................         228           147
                                               _______       _______
          Total...........................       1,209         1,133
                                               _______       _______
Income Before Dividends on Preferred 
  Stock of Subsidiary.....................         591           671
Dividends on Preferred Stock of 
  Subsidiary..............................           5             5
                                               _______       _______
Net Income................................     $   586       $   666
                                               =======       =======
Average Number of Shares Outstanding......   2,950,001     2,969,215

Earnings Per Share of Common Stock........     $  0.20       $  0.22

Dividends Paid Per Share of Common Stock..     $  0.32       $  0.32

</TABLE>

See notes to consolidated financial statements


                      CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                  Six Months Ended
                                                       June 30
                                                     (Unaudited)
                                               _____________________
                                                 1998         1997
                                               (Thousands of Dollars)

<S>                                            <C>           <C>
Operating Revenues........................     $29,462       $30,099
                                               _______       _______
Operating Expenses:
  Operation - Power Supply Costs..........      10,077        10,252
            - Other.......................       7,413         7,224
  Maintenance.............................       1,412         1,351
  Depreciation and Amortization...........       3,089         2,913
  Federal Income Tax Expense..............         992         1,292
  Taxes Other Than Federal Income Taxes -
    Ad Valorem............................       1,986         1,809
    Other.................................         802           651
                                               _______       _______
          Total...........................      25,771        25,492
                                               _______       _______

Operating Income..........................       3,691         4,607
                                               _______       _______
Other Income (Deductions):
  Interest Income.........................         182            99
  Other...................................         121           196
  Federal Income Tax Expense..............        (133)         (112)
                                               _______       _______
          Total...........................         170           183
                                               _______       _______
Income Before Interest Charges............       3,861         4,790
                                               _______       _______
Interest Charges: 
  Interest on Long-Term Debt..............       1,927         1,937
  Amortization of Debt Expense............          37            37
  Other Interest Expense..................         450           215
                                               _______       _______
          Total...........................       2,414         2,189
                                               _______       _______
Income Before Dividends on Preferred 
  Stock of Subsidiary.....................       1,447         2,601
Dividends on Preferred Stock of 
  Subsidiary..............................          10            11
                                               _______       _______
Net Income................................     $ 1,437       $ 2,590
                                               =======       =======
Average Number of Shares Outstanding......   2,950,001     2,969,215

Earnings Per Share of Common Stock........     $  0.49       $  0.87

Dividends Paid Per Share of Common Stock..     $  0.64       $  0.64

</TABLE>

See notes to consolidated financial statements


                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                Six Months Ended
                                                    June 30
                                                  (Unaudited)
                                             _____________________
                                               1998       1997
                                             (Thousands of Dollars)
<S>                                          <C>           <C>
Cash Flows from Operating Activities:
  Net Income..............................   $ 1,437       $ 2,590
  Adjustments to Reconcile Net Income 
  to Net Cash Flows from Operating 
  Activities: 
    Depreciation and Amortization.........     3,089         2,913
    Dividends on Preferred Stock of 
      Subsidiary..........................        10            11
    Allowance for Equity Funds Used 
      During Construction.................                     (37)
    Deferred Federal Income Taxes and 
      Investment Tax Credit...............       261            13
    Accrued Pension.......................      (252)         (183)
    Other.................................       574           769
  Changes in Assets and Liabilities: 
    Accounts Receivable...................     2,111            25
    Inventories...........................       (30)         (151)
    Prepayments...........................         5          (122)
    Accrued Ad Valorem Taxes..............      (290)          (89)
    Accounts Payable and Accrued Accounts.    (2,846)         (962)
                                             _______       _______
        Cash Flows From Operating 
          Activities......................     4,069         4,777
                                             _______       _______
Cash Flows from Investing Activities:
    Plant and Property Additions 
      (excluding Allowance for Borrowed 
       Funds Used During Construction)....    (1,515)       (3,545)
    Allowance for Borrowed Funds Used 
      During Construction.................                     (55)
    Hoist Hydro Dam Repairs...............    (1,081)
    Other - Net...........................       (78)          (83)
                                             _______       _______
        Cash Flows from Investing 
          Activities......................    (2,674)       (3,683)
                                             _______       _______
Cash Flows From Financing Activities:
    Retirement of Long-Term Debt and 
      Preferred Stock.....................      (231)         (177)
    Dividends.............................    (1,898)       (1,911)
    Issuance of Notes Payable.............     1,750         2,600
                                             _______       _______
        Cash Flows from Financing 
          Activities......................      (379)          512
                                             _______       _______

Net Increase in Cash and Cash
  Equivalents.............................     1,016         1,606

Cash and Cash Equivalents at the 
  Beginning of Period.....................     2,071         2,064
                                             _______       _______
Cash and Cash Equivalents at the End 
  of Period...............................   $ 3,087       $ 3,670
                                             =======       =======
Supplemental Cash Flows Information: 
    Interest Paid.........................   $ 2,361       $ 2,272
                                             =======       =======
    Income Taxes Paid.....................   $ 1,050       $   950
                                             =======       =======

</TABLE>

See notes to consolidated financial statements


                         CONSOLIDATED BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>

                                          June 30     December 31
                                           1998          1997
                                        (Unaudited)
                                        ___________   ___________
                                         (Thousands of Dollars)

<S>                                      <C>           <C>
Utility Plant:
  Electric Plant in Service............  $178,665      $178,943
  Less Accumulated Depreciation and 
    Amortization.......................    83,688        80,993
                                         ________      ________

        Net Electric Plant in Service..    94,977        97,950
  Construction Work in Progress........     5,975         4,510
                                         ________      ________

        Net Utility Plant..............   100,952       102,460
                                         ________      ________

Other Property and Investments.........    11,218        11,387
                                         ________      ________

Current Assets: 
  Cash and Cash Equivalents............     3,087         2,071
  Accounts Receivable (less allowance 
    for doubtful accounts of $70.......     4,208         7,515
  Revenue Receivable - Power Supply 
    Cost Recovery-Net..................     1,632           876
  Inventories - at average cost: 
    Materials and Supplies.............     2,036         1,968
    Fuel...............................       248           286
  Prepayments..........................       274           279
  Accrued Ad Valorem Taxes.............     4,157         3,867
  Deferred Federal Income Taxes........       240           642
  Taxes Receivable.....................       440
                                         ________      ________

        Total..........................    16,322        17,504
                                         ________      ________

Deferred Debits and Other Assets: 
  Unamortized Debt Expense ............       445           466
  Regulatory Assets....................     1,300         1,305
  Intangible Pension Plan Asset........     2,998         2,998
  Other - Hoist Hydro Dam Repairs......     1,462           381
  Other - Net..........................       405           343
                                         ________      ________
        Total..........................     6,610         5,493
                                         ________      ________

                                         $135,102      $136,844
                                         ========      ========

CAPITALIZATION AND LIABILITIES

<CAPTION>

                                          June 30     December 31
                                           1998          1997
                                        (Unaudited)
                                        ___________   ___________
                                         (Thousands of Dollars)
<S>                                      <C>           <C>
Capitalization: 
  Common Stock and Paid-In-Capital.....  $ 21,071      $ 21,087
  Retained Earnings....................    19,403        19,854
                                         ________      ________
        Total Common Equity............    40,474        40,941

  Redeemable Preferred Stock of Upper
    Peninsula Power Company............       398           445
  Long-Term Debt, less current
    maturities.........................    42,806        43,007
                                         ________      ________
        Total Capitalization...........    83,678        84,393
                                         ________      ________

Current Liabilities: 
  Long-Term Debt Due Within One Year...       277           260
  Notes Payable........................    11,250         9,500
  Accounts Payable.....................     2,835         4,096
  Accrued Accounts: 
    Taxes - Ad Valorem.................     6,212         6,488
          - Other......................                     112
    Wages and Benefits.................     1,650         2,875
    Interest...........................       925           910
    Other..............................        17             4
                                         ________      ________
        Total..........................    23,166        24,245
                                         ________      ________

Deferred Credits: 
  Deferred Federal Income Taxes........     5,985         6,035
  Unamortized Investment Tax Credit....     2,469         2,560
  Customer Advances for Construction...     2,146         1,895
  Accrued Pension......................     3,338         3,590
  Regulatory Liabilities...............     6,208         6,208
  Post Retirement Health and Life......     5,727         5,229
  Sick Leave Termination...............     1,725         2,033
  Other................................       660           656
                                         ________      ________
        Total..........................    28,258        28,206
                                         ________      ________
Commitments and Contingencies..........                        
                                         ________      ________

                                         $135,102      $136,844
                                         ========      ========

</TABLE>

See notes to consolidated financial statements 


Item 1.  Notes to Consolidated Financial Statements (Unaudited)
         ______________________________________________________

Accounting Policies

      The accompanying unaudited financial statements have been prepared in 
accordance with the summary of significant accounting policies set forth in 
the notes to the consolidated financial statements contained in the 
Company's Form 10-K filed with the Securities and Exchange Commission for 
the year ended December 31, 1997.

      The preparation of consolidated financial statements in conformity 
with generally accepted accounting principles requires management to make 
estimates and assumptions that affect the reported amounts of assets and 
liabilities and disclosure of contingent assets and liabilities at the date 
of the financial statements and the reported amounts of revenues and 
expenses during the reporting period.  Actual results could differ from 
those estimates.

      In the opinion of management, the information furnished reflects all 
adjustments of a normal recurring nature which are necessary for a fair 
statement of results for the interim periods presented.  Operating results 
for the six months ended June 30, 1998 are not necessarily indicative of the 
results that may be expected for the year ended December 31, 1998.  Certain 
items previously reported have been reclassified to conform to the current 
presentation in the financial statements.


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations
         _________________________________________________

Results of Operations

      Second Quarter of 1998 Compared to Second Quarter of 1997
      _________________________________________________________

      Operating revenues for the second quarter of 1998 were $13,889,000 
compared to $13,796,000 for the same quarter of 1997.  The modest increase 
of 0.7% can be attributed to higher deferred power supply costs revenue.

      Power supply costs for the second quarter was virtually the same as 
the previous period.

      Total other operation and maintenance expenses (excluding power supply 
cost) decreased $249,000 (5.6%) due to reductions in all categories of 
operation expenses.

      Depreciation expense and ad valorem taxes increased $178,000 (7.5%) in 
the second quarter due to an increase in electric plant in service.  Other 
taxes increased $52,000 (17.5%) in the second quarter due to higher Michigan 
Single Business Tax and payroll tax accruals resulting from vacation pay 
benefits paid to terminated Presque Isle Plant employees.

      Other income increased $40,000 due mainly to higher interest income.

      Other interest expense increased $81,000 because of a higher level of 
short-term borrowings in the current period.


                 First Six Months of 1998 Compared
                    to First Six Months of 1997
                 _________________________________

      Net income decreased $1,153,000 in the first six months of 1998 
compared to the same period last year.  Earnings per average common share 
for the six months ended June 30, 1998 and 1997 were $0.49 and $0.87, 
respectively.

      Operating revenues for the six months ended June 30, 1998 were 
$29,462,000 compared to $30,099,000 for the corresponding period of the 
prior year, a decrease of $637,000 (2.1%).  The decrease in revenues was 
mainly due to a reduction of 2.2% in mWh sales from the prior period 
attributed to lower residential sales resulting from our mild winter.

      Power supply costs for the six months ended June 30, 1998 were 
$175,000 (1.7%) lower than the previous period.  This decrease is the result 
of the aforementioned decrease in residential sales and a (1.4%) decrease in 
the unit cost of power supply.

      Total other operation and maintenance expenses (excluding power supply 
cost) increased $250,000 (2.9%) for the six months ended June 30, 1998 due 
mainly to the expensing of merger related costs.

      Depreciation expense and ad valorem taxes increased 7.5% for the first 
six months of 1998 due to an increase in electric plant in service.  Other 
taxes increased $151,000 (23.2%) in the current period due to higher 
Michigan Single Business Tax and payroll tax accruals.

      Other income increased mainly due to higher interest income.

      Interest charges increased $235,000 because of a higher level of 
short-term borrowings in the current period.


                         Other Financial Information
                         ___________________________

Liquidity and Capital Resources

      During the second quarter of 1998 the Corporation's cash requirements 
were met through funds that were internally generated and short-term 
borrowings.  There were $11,250,000 of short-term borrowings at June 30, 
1998 compared to $9,500,000 at December 31, 1997.

      The Corporation's primary subsidiary, Upper Peninsula Power Company 
(UPPCO), has indentures relating to first mortgage bonds containing certain 
limitations on the payment of cash dividends on common stock.  Under the 
most restrictive of these provisions, approximately, $13,767,000 of 
consolidated retained earnings is available at June 30, 1998, for payment of 
common stock cash dividends by the Corporation.  At December 31, 1997 
unrestricted retained earnings were approximately $14,122,000.

      The Company expects to incur development costs to modify existing 
computer programs to accommodate the year 2000 and beyond.  The Company is 
currently evaluating its alternatives for the most cost-effective means for 
these modifications.  Management is of the opinion that the costs associated 
with these modifications will not have a material adverse effect on the 
results of operations or financial position of the Company.

      The statements under Management's Discussion and Analysis of Financial 
Condition and Results of Operations and the other statements in this Form 
10-Q which are not historical facts are forward looking statements.  These 
forward looking statements involve risks and uncertainties that could render 
them materially different, including, but not limited to, the effect of 
economic conditions, the rate of technology change, the availability of 
capital, supply constraints or difficulties, the effect of the Company's 
accounting policies, the effect of regulatory and legal developments, and 
other risks detailed in the Company's Securities and Exchange Commission 
filings.

                         Part II - OTHER INFORMATION
                         ____________________________

Item  1.  Legal Proceedings                                  N/A

Item  2.  Changes in Securities                              N/A

Item  3.  Defaults Upon Senior Securities                    N/A

Item  4.  Submission of Matters to a Vote of 
          Security Holders                                   N/A

Item  5.  Other Information

      On July 10, 1997 Upper Peninsula Energy Corporation (UPEN) announced 
an agreement to merge with WPS Resources Corporation (WPSR).  The S-4 
Registration Statement was declared effective by the Securities and Exchange 
Commission on December 5, 1997.  UPEN shareholders approved the merger on 
January 29, 1998.  The merger was approved by the Federal Energy Regulatory 
Commission ("FERC") on May 27, 1998.  On July 9, 1998 the Federal Trade 
Commission granted early termination of the waiting period applicable to the 
merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.  The 
merger remains subject to (1) approval by the SEC under the Public Utility 
Holding Company Act of 1935; (2) receipt by the parties of an opinion of 
counsel that the exchange of stock qualifies as a tax-free transaction; (3) 
receipt by the parties of appropriate assurances that the transaction will 
be accounted for as a pooling of interests; and (4) the satisfaction of 
various other conditions.  The merger is expected to be completed in the 
second half of 1998.  UPEN will merge with and into WPSR, and Upper 
Peninsula Power Company ("UPPCO"), UPEN's utility subsidiary, will become a 
wholly-owned subsidiary of WPSR.

      The summary below contains selected unaudited pro forma financial data 
for the three months and six months ended June 30, 1998.  The financial data 
should be read in conjunction with the historical WPSR and UPEN consolidated 
financial statements and related notes.  The pro forma combined earnings per 
share reflect the issuance of shares associated with the merger agreement 
and the related dilutive effect.  The pro forma combined data accounts for 
the merger as a pooling of interests.

      Under the terms of the merger agreement, each of the 2,950,001 
outstanding shares of UPEN common stock (no par value) will be converted 
into 0.90 shares of WPSR common stock ($1.00 par value), subject to 
adjustment for fractional shares.


<TABLE>
<CAPTION>

                                                                  Pro Forma
In thousands (except                 UPEN            WPSR          Combined
per-share data)                  (as reported)   (as reported)   (unaudited)
____________________________________________________________________________

<S>                                 <C>           <C>            <C>
Three months ended June 30, 1998
Operating revenues........          $ 13,889      $  219,620     $  233,509
Net income................          $    586      $    9,879     $   10,465
Basic and diluted 
 earnings per share.......          $   0.20      $     0.41     $     0.39

Six months ended June 30, 1998
Operating revenues........          $ 29,462      $  496,429     $  525,891
Net income................          $  1,437      $   26,980     $   28,417
Basic and diluted earnings          $   0.49      $     1.13     $     1.07
 per share................

At June 30, 1998
Assets....................          $134,662      $1,339,449     $1,473,871
Long-term Obligations.....          $ 42,806      $  251,989     $  294,795
===========================================================================

</TABLE>

      WPSR's principal subsidiary is Wisconsin Public Service Corporation 
(WPSC), an electric and natural gas utility headquartered in Green Bay, 
Wisconsin.  It serves 400,000 customers in northeastern and north central 
Wisconsin as well as a small portion of Michigan's Upper Peninsula.  WPSR's 
other subsidiaries include WPS Energy Services, Inc., which provides 
marketing services and energy project management services in the non-
regulated energy marketplace, and WPS Power Development, Inc., which 
develops electric generation projects and provides services to the non-
regulated electric generation industry.


Item  6.  Exhibits and Reports on Form 8-K
          ________________________________

          (a)  List of Exhibits required by Item 601 of 
               Regulation S-K

Exhibit No.                Description of Exhibit
___________                ______________________

   (2)      Plan of acquisition, reorganization, 
            arrangement, liquidation or succession           N/A

   (4)      Instruments defining the rights of security 
            holders,including indentures

              [INSTRUMENTS TO WHICH UPPCO IS A PARTY]

       4.1(a)-1  ---  Indenture of Mortgage dated May 1, 1947 
                        relating to UPPCO's First Mortgage Bonds.
                        (Exhibit 4(d)-1 to Form 8-K, dated 
                        December 13, 1988)

       4.1(a)-2  ---  Supplemental Indenture dated as of May 1,
                        1947.
                        (Exhibit 4(d)-2 to Form 8-K, dated 
                        December 13, 1988)

       4.1(a)-3  ---  Second Supplemental Indenture dated as of
                        December 1, 1948.
                        (Exhibit 4(d)-3 to Form 8-K, dated 
                        December 13, 1988)

       4.1(a)-4  ---  Third Supplemental Indenture dated as of
                        November 1, 1950.
                        (Exhibit b(1)(d)4 to Registration No. 
                        2-66759)*

       4.1(a)-5  ---  Fourth Supplemental Indenture dated as of
                        October 1, 1953.
                        (Exhibit b(1)(d)5 to Registration No. 
                        2-66759)*

       4.1(a)-6  ---  Fifth Supplemental Indenture dated as of
                        April 1, 1957.
                        (Exhibit b(1)(d)6 to Registration No. 
                        2-66759)*

       4.1(a)-7  ---  Sixth Supplemental Indenture dated as of
                        September 1, 1958.
                        (Exhibit b(1)(d)7 to Registration No. 
                        2-66759)*

       4.1(a)-8  ---  Seventh Supplemental Indenture dated as of 
                        May 1,1961.
                        (Exhibit b(1)(d)8 to Registration No. 
                        2-66759)*

       4.1(a)-9  ---  Eighth Supplemental Indenture dated as of 
                        May 1, 1963.
                        (Exhibit b(1)(d)9 to Registration No. 
                        2-66759)*

       4.1(a)-10  --- Ninth Supplemental Indenture dated as of 
                        January 1, 1971.
                        (Exhibit 4(d-10 to Form 8-K, dated 
                        December 13, 1988)

       4.1(a)-11  --- Tenth Supplemental Indenture dated as of
                        November 1, 1973.
                        (Exhibit 4(d-11 to Form 8-K, dated 
                        December 13, 1988)

       4.1(a)-12  --- Eleventh Supplemental Indenture dated as 
                        of May 1, 1976.
                        (Exhibit 4(d-12 to Form 8-K, dated 
                        December 13, 1988)

       4.1(a)-13  --- Twelfth Supplemental Indenture dated as of
                        August 1, 1981
                        (Exhibit 4(a)-13 to Form 10-K, dated 
                        March 26, 1982)*

       4.1(a)-14  --- Thirteenth Supplemental Indenture dated 
                        as of November 1, 1988
                        (Exhibit 4(d-14 to Form 8-K, dated 
                        December 13, 1988)

       4.1(a)-15  --- Fourteenth Supplemental Indenture dated 
                        as of November 1, 1991
                        (Exhibit 4.1(a)-15 to Form 10-Q, dated 
                        November 11, 1991)

       4.1(a)-16  --- Fifteenth Supplemental Indenture dated as 
                        of March 1, 1993
                        (Exhibit 4.1(a)-16 to Form 10-K, dated 

       4.1(b)     --- Installment Sales Contract between the 
                        Village of L'Anse and UPPCO dated May 1,
                        1974.
                        (Exhibit A-II to Form 8-K, dated 
                        July 10, 1974)*

       4.1(c)-4   --- Loan Agreement dated as of June 30, 1988 
                        between UPPCO and First of America 
                        Bank-Copper Country (Exhibit 4.1(c)-4 
                        to Form 10-K dated March 29, 1989)

       4.1(d)     --- Lease Agreement dated as of November 13, 
                        1991 between UPPCO and UPBDC
                        (Exhibit 4.1(d) to Form 10-K dated 
                        March 25, 1992)

              [INSTRUMENTS TO WHICH UPBDC IS A PARTY]

       4.2(a)     --- Trust Indenture, Mortgage and Security 
                        Agreement dated November 1, 1991, 
                        relating to UPBDCO's Senior Secured 
                        Note 
                        (Exhibit 4.2(a) to Form 10-K dated 
                        March 25, 1992)

       4.2(c)    --- Loan Agreement dated as of June 20, 1989 
                        between UPBDC and National Bank of 
                        Detroit.
                        (Exhibit 4.2(c) to Form 10-K, dated 
                        March 28, 1990)

       4.2(d)    --- Lease Agreement dated as of November 13, 
                        1991 between UPBDC and UPPCO
                        (Exhibit 4.2(d) to Form 10-K dated 
                        March 25, 1992

       *       Parenthetical references following descriptions 
               of Upper Peninsula Power Company instruments are 
               to filings made  by that company.  1934 ACT File 
               No. is 0-1276

  (11)  Statement re computation of per share earnings       N/A

  (15)  Letter re unaudited interim financial information    N/A

  (18)  Letter re change in accounting principles            N/A

  (19)  Report furnished to security holders                 N/A

  (22)  Published report regarding matters submitted
        to vote of security holders                          N/A

  (23)  Consents of experts and counsel
        23(a) - Consent of Independent Certified Public 
                Accountants                                  N/A

  (24)  Power of attorney                                    N/A

  (27)  Financial Data Schedule, which is submitted
        electronically to the Securities and Exchange
        Commission for information only
          (Filed herewith)

  (99)  Additional Exhibits                                  N/A

Item  6(b).  Reports on Form 8-K

             No Form 8-K was filed during the quarter for which
             this report was filed. 


                             S I G N A T U R E S


      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, thereunto duly authorized.



                             UPPER PENINSULA ENERGY CORPORATION
                             __________________________________
                                        (Registrant)



Date:  August 13, 1998


                                    /s/ B. C. Arola
                             __________________________________
                                        B. C. Arola
                             Vice President, Treasurer and Secretary
                               (Principal Financial Officer)