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               March 31, 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 April 30, 1998, 2,950,001 shares of common stock, no par value


<PAGE>                              -2-


                     UPPER PENINSULA ENERGY CORPORATION

                                FORM 10-Q

                             MARCH 31, 1998

                            TABLE OF CONTENTS

                                                                 Page No.
                                                                 --------

Part I.    FINANCIAL INFORMATION                                    3

  Item 1.  Financial Statements (Unaudited)                         3

           Consolidated Statements of Income - Three 
           Months Ended March 31, 1998 and 
           March 31, 1997                                           3

           Consolidated Statements of Cash Flows - 
           Three Months Ended March 31, 1998 and 
           March 31, 1997                                           4

           Consolidated Balance Sheets - March 31 
           1998 and December 31, 1997

             Assets                                                 6
             Capitalization and Liabilities                         7

           Notes to Consolidated Financial Statements               8


  Item 2.  Management's Discussion and Analysis of 
           Financial Conditions and Results of 
           Operations                                               9

Part II.   OTHER INFORMATION                                       11

  Items 1. through 3.                                             N/A

  Item  4. Submission of Matters to a Vote of 
           Security Holders                                        11

  Item  5. Other Information                                       12

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

  Signature                                                        17


<PAGE>                              -3-

                  PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements 

                CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                             Three Months Ended
                                                   March 31
                                                 (Unaudited)
                                             ------------------
                                               1998       1997
                                           (Thousands of Dollars)

<S>                                          <C>        <C>
Operating Revenues........................   $15,573    $16,303
                                             ________   ________
Operating Expenses: 
  Operation - Power Supply Costs..........     5,368      5,633
            - Other.......................     3,988      3,497
  Maintenance.............................       660        652
  Depreciation and Amortization...........     1,544      1,456
  Federal Income Tax Expense..............       576        942
  Taxes Other Than Federal Income Taxes - 
    Ad Valorem............................       992        905
    Other.................................       453        354
                                             ________   ________
          Total...........................    13,581     13,439
                                             ________   ________
Operating Income..........................     1,992      2,864
                                             ________   ________
Other Income (Deductions): 
  Interest Income.........................        83         40
  Other...................................        44        147
  Federal Income Tax Expense..............       (58)       (65)
                                             ________   ________
          Total...........................        69        122
                                             ________   ________

Income Before Interest Charges............     2,061      2,986
                                             ________   ________
Interest Charges: 
  Interest on Long-Term Debt..............       964        969
  Amortization of Debt Expense............        19         19
  Other Interest Expense..................       222         68
                                             ________   ________
          Total...........................     1,205      1,056
                                             ________   ________
Income Before Dividends on Preferred 
  Stock of Subsidiary.....................       856      1,930
Dividends on Preferred Stock of 
  Subsidiary..............................         5          6
                                             ________   ________
Net Income................................   $   851    $ 1,924
                                             ========   ========
Average No. of Common Shares Outstanding.. 2,950,001  2,969,215

Earnings Per Share of Common Stock........     $0.29      $0.65

Dividends Paid Per Share of Common Stock..     $0.32      $0.32
</TABLE>

See notes to consolidated financial statements


<PAGE>                              -4-

Item 1.  Financial Statements (continued) 

               CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                             Three Months Ended
                                                   March 31
                                                 (Unaudited)
                                             ___________________
                                               1998       1997
                                           (Thousands of Dollars)

<S>                                          <C>        <C>
Cash Flows from Operating Activities:
  Net Income..............................   $   851    $ 1,924 
  Adjustments to Reconcile Net Income 
  to Net Cash Flows from Operating 
  Activities: 
    Depreciation and Amortization.........     1,544      1,456
    Dividends on Preferred Stock of 
      Subsidiary..........................         5          6
    Allowance for Equity Funds Used
      During Construction.................                  (37)
    Deferred Federal Income Taxes and 
      Investment Tax Credit...............       151         96 
    Prepaid and Accrued Pension...........      (255)       (60)
    Other.................................        (1)       188
  Changes in Assets and Liabilities: 
    Accounts Receivable...................     2,064       (789)
    Inventories...........................       (14)       (77)
    Prepayments...........................        93        111
    Accrued Ad Valorem Taxes..............      (240)       (44)
    Accounts Payable and Accrued Accounts.    (1,647)        45 
                                             ________   ________
        Cash Flows From Operating 
          Activities......................     2,551      2,819 
                                             ________   ________
Cash Flows from Investing Activities:
    Plant and Property Additions 
      (excluding Allowance for Funds Used 
      During Construction)................      (633)    (1,958)
    Allowance for Borrowed Funds Used
       During Construction................                  (55)
    Other - Net...........................      (777)        (1)
                                             ________   ________
        Cash Flows from Investing 
          Activities......................     (1,410)   (2,014)
                                             ________   ________
Cash Flows From Financing Activities:
    Increase in Notes Payable.............       500        350 
    Dividends.............................      (949)      (956)
                                             ________   ________
        Cash Flows from Financing 
          Activities......................      (449)      (606)
                                             ________   ________
</TABLE>


<PAGE>                              -5-

Item 1.  Financial Statements (continued) 

         CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

<TABLE>
<CAPTION>
                                             Three Months Ended
                                                   March 31
                                                 (Unaudited)
                                             ___________________
                                               1998       1997
                                           (Thousands of Dollars)

<S>                                          <C>        <C>
Net Increase in Cash and 
  Cash Equivalents........................       692        199 

Cash and Cash Equivalents at the 
  Beginning of Period.....................     2,071      2,064 
                                             ________   ________
Cash and Cash Equivalents at the End 
  of Period...............................   $ 2,763    $ 2,263
                                             ========   ========
Supplemental Cash Flows Information: 
    Interest Paid.........................   $   803    $   793
                                             ========   ========
    Income Taxes Paid.....................   $     0    $     0
                                             ========   ========
</TABLE>

See notes to consolidated financial statements 


<PAGE>                              -6-

Item 1.  Financial Statements (continued)

                    CONSOLIDATED BALANCE SHEETS

ASSETS 

<TABLE>
<CAPTION>
                                         March 31     December 31
                                           1998          1997
                                        (Unaudited)
                                        ____________  ___________
                                         (Thousands of Dollars)

<S>                                      <C>           <C>
Utility Plant: 
  Electric Plant in Service............  $178,736      $178,943
  Less Accumulated Depreciation and 
    Amortization.......................    82,332        80,993
                                         ________      ________

        Net Electric Plant in Service..    96,404        97,950
  Construction Work in Progress........     5,044         4,510
                                         ________      ________

        Net Utility Plant..............   101,448       102,460
                                         ________      ________

Other Property.........................    11,430        11,387
                                         ________      ________

Current Assets: 
  Cash and Cash Equivalents.............    2,763         2,071
  Accounts Receivable (less allowance 
    for doubtful accounts of $70 in 
      1997 and 1998)....................    4,945         7,515
  Revenue Receivable - Power Supply 
    Cost Recovery-Net...................    1,382           876
  Inventories - at average cost: 
    Materials and Supplies..............    1,986         1,968
    Fuel................................      282           286
  Prepayments...........................      186           279
  Accrued Ad Valorem Taxes..............    4,107         3,867 
  Deferred Federal Income Taxes.........      473           642
                                         ________      ________

        Total...........................   16,124        17,504
                                         ________      ________

Deferred Debits and Other Assets: 
  Unamortized Debt Expense..............      456           466
  Regulatory Assets.....................    1,303         1,305
  Intangible Pension Plan Asset.........    2,998         2,998
  Other.................................    1,501           724
                                         ________      ________
        Total...........................    6,258         5,493
                                         ________      ________

                                         $135,260      $136,844
                                         ========      ========
</TABLE>

See notes to consolidated financial statements


<PAGE>                              -7-

              CONSOLIDATED BALANCE SHEETS (continued)

CAPITALIZATION AND LIABILITIES

<TABLE>
<CAPTION>
                                         March 31    December 31
                                           1998          1997
                                       (Unaudited)
                                       ____________  ___________
                                         (Thousands of Dollars)

<S>                                      <C>           <C>
Capitalization: 
  Common Stock and Paid-In-Capital...... $ 21,087      $ 21,087
  Retained Earnings.....................   19,760        19,854
                                         ________      ________
        Total Common Equity.............   40,848        40,941

Redeemable Preferred Stock..............      445           445
Long-Term Debt, less current 
  maturities............................   43,007        43,007
                                         ________      ________
        Total Capitalization............   84,299        84,393
                                         ________      ________

Current Liabilities: 
  Long-Term Debt Due Within One Year....      260           260
  Notes Payable.........................   10,000         9,500
  Accounts Payable......................    3,627         4,096
  Accrued Accounts:
    Taxes - Ad Valorem..................    5,135         6,488
          - Other.......................      434           112
    Wages and Benefits..................    2,200         2,875
    Interest............................    1,293           910
    Other...............................      149             4
                                         ________      ________
        Total...........................   23,098        24,245
                                         ________      ________

Deferred Credits: 
  Deferred Federal Income Taxes.........    6,062         6,035
  Unamortized Investment Tax Credit.....    2,515         2,560
  Customer Advances for Construction....    1,897         1,895
  Accrued Pensions......................    3,335         3,590
  Regulatory Liabilities................    6,208         6,208
  Postretirement Health and Life........    5,464         5,229 
  Sick Leave Termination................    1,735         2,033
  Other.................................      647           656
                                         ________      ________
        Total...........................   27,863        28,206
                                         ________      ________
Commitments and Contingencies...........                       
                                         ________      ________

                                         $135,260      $136,844
                                         ========      ========
</TABLE>

See notes to consolidated financial statements


<PAGE>                              -8-

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 three months ended March 31, 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.


<PAGE>                              -9-

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

Results of Operations

      First Quarter of 1998 Compared to First Quarter of 1997
      _______________________________________________________

     Operating revenues for the first quarter of 1998 were $15,573,000 
compared to $16,303,000 for the same quarter of 1997.  The decrease resulted 
from a reduction of 4.3% in mWh sales from the prior period due mainly to 
lower residential sales due to our mild winter.
     Power supply costs for the first quarter were $265,000 (4.7%) lower 
than the previous period.  This decrease is the result of a 1.6% decrease in 
the average unit cost of power supply and the aforementioned decrease in mWh 
sales.
     Total other operation and maintenance expenses (excluding power supply 
cost) increased 499,000 (12.0%) due mainly to the expensing of merger-
related costs and an 8.3% increase in expenses on the transmission and 
distribution systems.
     Depreciation expense and ad valorem taxes increased in the first 
quarter due to an increase in electric plant in service.  Other taxes 
increased $99,000 (28.0%) in the first quarter due to higher Michigan Single 
Business Tax and payroll tax accruals.
     Other interest expense increased $154,000 because of a higher level of 
short-term borrowings in the current period.

                    Other Financial Information
                    ___________________________

Liquidity and Capital Resources
    During the first quarter of 1998 the Corporation's cash requirements 
were met through funds that were internally generated and short-term 
borrowings.  There were $10,000,000 of 


<PAGE>                              -10-

short-term borrowings at March 31, 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, $14,081,000 of 
consolidated retained earnings is available at March 31, 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.


<PAGE>                              -11-

                    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                                     

     A Special Meeting of Shareholders of Upper Peninsula Energy Corporation 
was held at the Corporate Office of the Corporation, 600 Lakeshore Drive, 
Houghton, Michigan, on Thursday, January 29, 1998.
     The meeting had been called for the sole purpose of voting upon the 
proposed merger of the Corporation into WPS Resources Corporation ("WPS").  
There were represented at the meeting, in person or by proxy, 2,131,426 
shares of Common Stock (72.25%) out of 2,950,001 shares issued and 
outstanding and entitled to vote, being the class of stock entitled to vote 
at the meeting.  The Chairman stated that since a quorum was present, the 
shareholders would consider the adoption of the Agreement and Plan of 
Merger, dated as of July 10, 1997, between WPS and the Corporation, 
providing, among other things, for the merger (the "Merger") of the 
Corporation with and into WPS, with WPS being the surviving corporation in 
the Merger.  The Chairman noted that, upon the effectiveness of the Merger, 
holders of the Corporation's Common Stock would be entitled to receive, in 
exchange for each share of the Corporation's Common Stock, 0.9 of a share of 
Common Stock, par value $1.00 per share, of WPS.  The Chairman stated that a 
description of, and the reasons for, the Merger were set forth in the Proxy 
Statement/Prospectus dated December 19, 1997, which had been distributed to 
shareholders in connection with the meeting.


<PAGE>                              -12-

     The results of the election were as follows:

     Shares Present:   2,131,426  (72.25% of shares outstanding)

     Shares in Favor of Resolution Regarding Adoption of Merger:
       2,048,274  (69.4% of shares outstanding)

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 is subject to (1) approval by the Federal 
Energy Regulatory Commission (FERC); (2) approval by the SEC under the 
Public Utility Holding Company Act of 1935; (3) the expiration or 
termination of the waiting period applicable to the merger under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976; (4) receipt by the parties 
of an opinion of counsel that the exchange of stock qualifies as a tax-free 
transaction: (5) receipt by the parties of appropriate assurances that the 
transaction will be accounted for as a pooling of interests; and (6) 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 UPPCO, UPEN's utility subsidiary, will become a wholly owned subsidiary 
of WPSR.
     The summary on the next page contains selected unaudited pro forma 
financial data for the quarter ended March 31, 1998.  The financial data 
should be read in conjunction with the historical UPEN and WPSR 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.


<PAGE>                              -13-

     Under the terms of the merger agreement, each share of outstanding 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) (as reported)
______________________________________________________________________

<S>                             <C>           <C>           <C>
Quarter Ending March 31, 1998
Operating revenues............. $ 15,573      $  276,809    $  292,382
Net income..................... $    851      $   17,101    $   17,952
Basic and diluted 
  earnings per share........... $   0.29      $     0.72    $     0.68
Assets at March 31, 1998....... $135,260      $1,306,742    $1,441,529
Long-term obligations
  at March 31, 1998............ $ 43,006      $  304,461    $  347,467
</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.


<PAGE>                              -14-

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)


<PAGE>                              -15-

       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


<PAGE>                              -16-

       *       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. 


<PAGE>                              -17-


                             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:  May 13, 1998


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