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, 1997
                            -------------------------------------
                                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, 1997, 2,950,001 shares of common stock, no par value
-------------------------------------------------------------------------------

                     UPPER PENINSULA ENERGY CORPORATION

                                  FORM 10-Q

                                JUNE 30, 1997

                              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, 1997 and June 30, 1996            3

           Consolidated Statements of Income - Six 
           Months Ended June 30, 1997 and June 30, 1996            4

           Consolidated Statements of Cash Flow -
           Six Months Ended June 30, 1997 and 
           June 30, 1996                                           5

           Consolidated Balance Sheets - June 30,
           1997 and December 31, 1996

             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                                      14

  Items 1. through 4.                                             N/A

  Item 5.  Other Information                                      14

  Item 6.  Exhibits and Reports on Form 8-K                       14

Signatures                                                        18

                       PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                      CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                   Three Months Ended
                                                        June 30
                                                      (Unaudited)
                                                 ----------------------
                                                   1997           1996
                                                 (Thousands of Dollars)

<S>                                              <C>            <C>
Operating Revenues..........................     $13,796        $13,810
                                                 ----------------------
Operating Expenses:
  Operation -   Power Supply Costs..........       4,619          4,121
            -   Other.......................       3,727          3,679
  Maintenance...............................         699            749
  Depreciation and Amortization.............       1,457          1,505
  Federal Income Tax .......................         350            513
  Taxes Other Than Federal Income Taxes - 
    Ad Valorem..............................         904            851
    Other...................................         297            361
                                                 ----------------------
      Total.................................      12,053         11,779
                                                 ----------------------
Operating Income............................       1,743          2,031
                                                 ----------------------
Other Income (Deductions):
  Interest Income...........................          59             22
  Other.....................................          49              1
  Federal Income Tax Expense................         (47)            (2)
                                                 ----------------------
      Total.................................          61             21
                                                 ----------------------

Income Before Interest Charges..............       1,804          2,052
                                                 ----------------------
Interest Charges:
  Interest on Long-Term Debt................         968            972
  Amortization of Debt Expense..............          18             18
  Other Interest Expense....................         147             44
                                                 ----------------------
      Total.................................       1,133          1,034
                                                 ----------------------
Income Before Dividends on Preferred
 Stock of Subsidiary........................         671          1,018
Dividends on Preferred Stock of
 Subsidiary.................................           5              6
                                                 ----------------------
Net Income..................................     $   666        $ 1,012
                                                 ======================
Average Number of Shares Outstanding........   2,969,215      2,969,215

Earnings Per Share of Common Stock..........     $  0.22        $  0.34

Dividends Paid Per Share of Common Stock....     $  0.32        $0.3125

</TABLE>

See notes to consolidated financial statements

                      CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                      Six Months Ended
                                                          June 30
                                                        (Unaudited)
                                                   ----------------------
                                                     1997           1996
                                                   (Thousands of Dollars)

<S>                                                <C>            <C>
Operating Revenues............................     $30,099        $29,382
                                                   ----------------------
Operating Expenses:
  Operation -   Power Supply Costs............      10,252          8,814
            -   Other.........................       7,224          7,449
  Maintenance.................................       1,351          1,573
  Depreciation and Amortization...............       2,913          3,010
  Federal Income Tax..........................       1,292          1,374
  Taxes Other Than Federal Income Taxes -	
    Ad Valorem................................       1,809          1,708
    Other.....................................         651            748
                                                   ----------------------
      Total...................................      25,492         24,676
                                                   ----------------------
Operating Income..............................       4,607          4,706
                                                   ----------------------
Other Income (Deductions):
  Interest Income.............................          99             39
  Other.......................................         196             26
  Federal Income Tax Expense..................        (112)            (9)
                                                   ----------------------
      Total...................................         183             56
                                                   ----------------------
Income Before Interest Charges................       4,790          4,762
                                                   ----------------------
Interest Charges:
  Interest on Long-Term Debt..................       1,937          1,946
  Amortization of Debt Expense................          37             37
  Other Interest Expense......................         215             60
                                                   ----------------------
      Total...................................       2,189          2,043
                                                   ----------------------
Income Before Dividends on Preferred
 Stock of Subsidiary..........................       2,601          2,719
Dividends on Preferred Stock of 
 Subsidiary...................................          11             12
                                                   ----------------------
Net Income....................................     $ 2,590        $ 2,707
                                                   ======================
Average Number of Shares Outstanding..........   2,969,215      2,969,215


Earnings Per Share of Common Stock............     $  0.87        $  0.91

Dividends Paid Per Share of Common Stock......     $  0.64        $ 0.625

</TABLE>

See notes to consolidated financial statements

                    CONSOLIDATED STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>
                                                      Six Months Ended
                                                          June 30
                                                        (Unaudited)
                                                   ----------------------
                                                     1997           1996
                                                   (Thousands of Dollars)

<S>                                                <C>            <C>
Cash Flows from Operating Activities:
  Net Income....................................   $ 2,590        $ 2,707
  Adjustments to Reconcile Net Income
   to Net Cash Flows from Operating
  Activities:
    Depreciation and Amortization...............     2,913          3,010
    Dividends on Preferred Stock of 
     Subsidiary.................................        11             12
    Allowance for Equity Funds Used 
     During Construction........................       (37)           (38)
    Deferred Federal Income Taxes and 
     Investment Tax Credit......................        13            (87)
    Prepaid and Accrued Pension.................      (183)          (740)
    Other.......................................       769            379
  Changes in Assets and Liabilities: 
    Accounts Receivable.........................        25          1,030
    Inventories.................................      (151)          (127)
    Prepayments.................................      (122)            (4)
    Accrued Ad Valorem Taxes....................       (89)           (84)
    Accounts Payable and Accrued Accounts.......      (962)        (1,735)
                                                   ----------------------
      Cash Flows From Operating Activities......     4,777          4,323
                                                   ----------------------
Cash Flows from Investing Activities:
    Plant and Property Additions 
     (excluding Allowance for Borrowed 
     Funds Used During Construction)............    (3,545)        (4,724)
    Allowance for Borrowed Funds Used 
     During Construction........................       (55)           (50)
    Other - Net.................................       (83)           (75)
                                                   ----------------------
      Cash Flows from Investing Activities......    (3,683)        (4,849)
                                                   ----------------------
Cash Flows From Financing Activities:
    Retirement of Long-Term Debt and 
     Preferred Stock............................      (177)          (207)
    Dividends...................................    (1,911)        (1,868)
    Issuance of Notes Payable...................     2,600          2,500   
                                                   ----------------------
      Cash Flows from Financing Activities......       512            425
                                                   ----------------------

Net Increase (Decrease) in Cash and 
 Cash Equivalents...............................     1,606           (101)

Cash and Cash Equivalents at the 
 Beginning of Period............................     2,064          3,249
                                                   ----------------------
Cash and Cash Equivalents at the End 
 of Period......................................   $ 3,670        $ 3,148
                                                   ======================
Supplemental Cash Flows Information:
  Interest Paid.................................   $ 2,272        $ 2,049
                                                   ======================
  Income Taxes Paid.............................   $   950        $ 1,250
                                                   ======================
</TABLE>

See notes to consolidated financial statements

                         CONSOLIDATED BALANCE SHEETS

ASSETS

<TABLE>
<CAPTION>
                                          June 30    December 31
                                            1997         1996
                                          ----------------------
                                          (Thousands of Dollars)

<S>                                       <C>          <C>
Utility Plant: 
  Electric Plant in Service............   $164,920     $165,386
  Less Accumulated Depreciation and
   Amortization........................     78,461       75,970
                                          ---------------------

      Net Electric Plant in Service....     86,459       89,416
  Construction Work in Progress........     17,016       14,526
                                          ---------------------

      Net Utility Plant................    103,475      103,942
                                          ---------------------

Other Property.........................     11,107        9,942
                                          ---------------------

Current Assets:
  Cash and Cash Equivalents............      3,670        2,064
  Accounts Receivable (less allowance
   for doubtful accounts of $67 in 
   1997 and $65 in 1996)...............      6,243        6,476
  Revenue Receivable - Power Supply 
   Cost Recovery-Net...................        208	  
  Inventories - at average cost:
    Materials and Supplies.............      2,186        2,030
    Fuel...............................        269          274
  Prepayments..........................        427          305
  Accrued Ad Valorem Taxes.............      3,729        3,640
  Deferred Federal Income Taxes........        963        1,227
                                          ---------------------

      Total............................     17,695       16,016
                                          ---------------------

Deferred Debits and Other Assets:
  Unamortized Debt Expense ............        487          508
  Intangible Pension Plan Asset........      1,595        1,595
  Other................................      1,728        1,675
                                          ---------------------
      Total............................      3,810        3,778
                                          ---------------------
                                          $136,087     $133,678
                                          =====================
</TABLE>

See notes to consolidated financial statements

                   CONSOLIDATED BALANCE SHEETS (continued)

CAPITALIZATION AND LIABILITIES

<TABLE>
<CAPTION>
                                          June 30    December 31
                                            1997         1996
                                          ----------------------
                                          (Thousands of Dollars)
<S>                                       <C>           <C>
Capitalization: 
  Common Stock and Paid-In-Capital.....   $ 21,507      $ 21,537
  Retained Earnings....................     22,271        21,581
                                          ----------------------
      Total Common Equity..............     43,778        43,118

  Redeemable Preferred Stock...........        451           456
  Long-Term Debt, less current
   maturities..........................     43,083        43,266
                                          ----------------------
      Total Capitalization.............     87,312        86,840
                                          ----------------------

Current Liabilities:
  Long-Term Debt Due Within One Year...        253           242
  Notes Payable........................      7,600         5,000
  Accounts Payable.....................      4,113         4,182
  Accrued Accounts:
    Taxes - Ad Valorem.................      5,575         6,212
          - Other......................        422            27
    Wages and Benefits.................      2,800         2,934
    Interest...........................        901           965
    Revenue Payable - Power Supply
     Cost Recovery-Net.................                      531
    Other..............................         82             4
                                          ----------------------
      Total............................     21,746        20,097
                                          ----------------------

Deferred Credits:
  Deferred Federal Income Taxes........      6,763         6,923
  Unamortized Investment Tax Credit....      2,651         2,742
  Customer Advances for Construction...      1,702         1,591
  Accrued Pensions.....................      3,120         3,303
  Regulatory Liabilities...............      5,905         5,904
  Post Retirement Health and Life......      4,249         3,780
  Other................................      2,639         2,498
                                          ----------------------
      Total............................     27,029        26,741
                                          ----------------------
Commitments and Contingencies..........
                                          ----------------------
                                          $136,087      $133,678
                                          ======================
</TABLE>

See notes to consolidated financial statements

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, 1997 are not necessarily indicative of the 
results that may be expected for the year ended December 31, 1997.  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
         Conditions and Results of Operations
         -------------------------------------------------

Results of Operations

      Second Quarter of 1997 Compared to Second Quarter of 1996
      ---------------------------------------------------------

      Operating revenues for the second quarter of 1997 were $13,796,000 
compared to $13,810,000 for the same quarter of 1996.  Although energy sales 
remained relatively unchanged in total, higher unit rate residential sales 
decreased 3.7% resulting in lower revenues.  However, the higher average unit 
power supply cost pass through kept the decrease to only $14,000 for the 
quarter.

      Power supply costs for the second quarter increased 12.08% from the 1996 
period.  This increase is the result of a rise in the average unit cost of 
power supply resulting from higher unit cost power purchases.

      Total other operation and maintenance expenses (excluding power supply 
cost) were virtually the same during the second quarter of 1997 compared to the 
second quarter of 1996.

      Depreciation expense decreased (3.2%) in the second quarter due to lower 
depreciation rates on the hydro plant accounts.  Ad valorem taxes increased 
6.2% in the second quarter due to an increase in electric plant in service.  
Other taxes decreased 17.7% in the second quarter due to lower payroll related 
taxes reflecting fewer employees in the current period.

      Other income increased $40,000 from the second quarter of 1996 to the 
second quarter of 1997 due to revenues received under a management agreement 
requiring the sale of generation to Mead Corporation from the three 
hydroelectric generating facilities purchased from them during the second half 
of fiscal 1996.

      Interest charges increased $99,000 because of a higher level of short-
term borrowings in the current period.

      Based on the above changes, net income decreased $346,000 (34.2%), 
compared to the second quarter of 1996.  Earnings per average common share for 
the three months ended June 30, 1997 were $0.22 compared to $0.34 for the same 
period in 1996.

                      First Six Months of 1997 Compared
                         to First Six Months of 1996
                      ---------------------------------

      Net income decreased $117,000 in the first six months of 1997 compared to 
the same period last year.  Earnings per average common share for the six 
months ended June 30, 1997 and 1996 were 0.87 and 0.91 respectively.

      Operating revenues for the six months ended June 30, 1997 were 
$30,099,000 compared to $29,382,000 for the corresponding period of the prior 
year, an increase of $717,000 (2.4%).  The increase in revenues was mainly due 
to an increase in the unit cost of power supply and higher emergency sales to 
large industrial customers.

      Power supply costs for the six months ended June 30, 1997 were $1,438,000 
(16.3%) higher than the previous period.  This increase is the result of a rise 
in the average unit cost of power supply resulting from higher unit cost power 
purchases.

      Total other operation and maintenance expenses decreased $447,000 (5.0%) 
for the six months ended June 30, 1997 due mainly to efficiencies recognized 
from the implementation of our customer call center and a lower level of 
expense on our transmission and distribution system.

      Depreciation expense decreased in the current period due to lower 
depreciation rates on the hydro plant accounts.

      Ad valorem taxes increased 5.9% for the first six months of 1997 due to 
an increase in electric plant in service.  Other taxes decreased 13.0% in the 
current period due to lower payroll related taxes reflecting fewer employees in 
the current period.

      Other income increased $127,000 in the first six months of 1997 compared 
to the first six months of 1996 due to revenues received under a management 
agreement requiring the sale of generation to Mead Corporation from the three 
hydroelectric generating facilities purchased from them during the second half 
of fiscal 1996.

      Interest charges increased $146,000 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 1997, the Corporation's cash requirements 
were met through funds that were internally generated and short-term 
borrowings.  There were $7,600,000 of short-term borrowings at June 30, 1997 
compared to $5,000,000 at December 31, 1996.

      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, $16,417,000 of consolidated 
retained earnings is available at June 30, 1997, for payment of common stock 
cash dividends by the Corporation.  At December 31, 1996 unrestricted retained 
earnings were approximately $15,659,000.

      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) and WPS 
Resources Corporation (NYSE:WPS) announced that their Boards of Directors had 
approved an agreement to merge the two energy companies.  WPS'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.  WPS'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.  WPS's revenues for 
the year ending December 31, 1996, were $858,254,000. The transaction will be 
structured as a tax-free, stock-for-stock exchange in which holders of UPEN 
common stock will receive .90 shares of WPS common stock for each share of UPEN 
common stock they own.  The merger is subject to approval by shareholders of 
UPEN (expected in the last quarter of 1997), the Securities and Exchange 
Commission, and the Federal Energy Regulatory Commission.  Following the 
necessary approvals, UPEN will be merged into WPS and Upper Peninsula Power 
Company (UPPCO) will become a wholly owned subsidiary of WPS.  There are no 
plans to change UPPCO's name and the Houghton office will continue to serve as 
its headquarters.  UPEN shareholders will be receiving detailed merger 
information in proxy materials that will be mailed later this year.

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 
                   March 25, 1993)
  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
              -------------------

              A current report on Form 8-K was filed on July 17, 1997 reporting 
              on a definitive Agreement and Plan   of Merger between Upper 
              Peninsula Energy Corporation   and WPS Resources Corporation.

                             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 14, 1997


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