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           September 30, 1996
                                   ----------------------

                                       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
                                                   ----------------

--------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
 report.)

     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 ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.              Yes  [ ]       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 October 31, 1996, 2,969,215 shares of common stock, no par value




                       UPPER PENINSULA ENERGY CORPORATION

                                    FORM 10-Q

                               SEPTEMBER 30, 1996

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           Page No.
                                                                           --------

<S>        <S>                                                                <C>
Part I.    FINANCIAL INFORMATION

  Item 1.  Financial Statements

           Consolidated Statements of Income - Three Months Ended
           September 30, 1996 and September 30, 1995                           3

           Consolidated Statements of Income - Nine Months Ended
           September 30, 1996 and September 30, 1995                           4

           Consolidated Statements of Cash Flow - Nine Months Ended
           September 30, 1996 and September 30, 1995                           5

           Consolidated Balance Sheets - September 30, 1996 and 
           December 31, 1995
             Assets                                                            7
             Capitalization and Liabilities                                    8


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

Part II.   OTHER INFORMATION                                                  14

  Items 1. through 5.                                                        N/A

  Item 6.  Exhibits and Reports on Form 8-K                                   14
</TABLE>



                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements


                        CONSOLIDATED STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                                  Three Months Ended
                                                     September 30
                                                     (Unaudited)
                                               ------------------------
                                                  1996           1995
                                                (Thousands of Dollars)

<S>                                            <C>            <C>
Operating Revenues........................     $  14,079      $  14,906
                                               ------------------------
Operating Expenses:
  Operation - Power Supply Costs..........         4,438          5,076
            - Other.......................         3,563          3,633
  Maintenance.............................           659            952
  Depreciation and Amortization...........         1,505          1,430
  Federal Income Tax Expense..............           745            502
  Taxes Other Than Federal Income Taxes -
    Ad Valorem............................           854            825
    Other.................................           303            363
                                               ------------------------
          Total...........................        12,067         12,781
                                               ------------------------
Operating Income..........................         2,012          2,125
                                               ------------------------
Other Income (Deductions):
  Interest Income.........................            18             13
  Other...................................            37            (35)
  Federal Income Tax Expense..............           (13)            18
                                               ------------------------
          Total...........................            42             (4)
                                               ------------------------

Income Before Interest Charges............         2,054          2,121
                                               ------------------------
Interest Charges:
  Interest on Long-Term Debt..............           971            975
  Amortization of Debt Expense............            19             19
  Other Interest Expense..................            57             20
                                               ------------------------
          Total...........................         1,047          1,014
                                               ------------------------
Income Before Dividends on Preferred
  Stock of Subsidiary.....................         1,007          1,107
Dividends on Preferred Stock of
  Subsidiary..............................             5              5
                                               ------------------------
Net Income................................     $   1,002      $   1,102
                                               ========================

Average Number of Shares Outstanding......     2,969,215      2,969,215

Earnings Per Share of Common Stock........     $    0.34      $    0.37

Dividends Paid Per Share of Common Stock..     $  0.3125      $    0.31
</TABLE>



                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements (continued)


                        CONSOLIDATED STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                                  Nine Months Ended
                                                     September 30
                                                      (Unaudited)
                                               ------------------------
                                                  1996           1995
                                                (Thousands of Dollars)

<S>                                            <C>            <C>
Operating Revenues........................     $  43,461      $  46,186
                                               ------------------------
Operating Expenses:
  Operation - Power Supply Costs..........        13,252         15,139
            - Other.......................        11,012         10,335
  Maintenance.............................         2,232          2,373
  Depreciation and Amortization...........         4,515          4,291
  Federal Income Tax Expense..............         2,119          2,556
  Taxes Other Than Federal Income Taxes -
    Ad Valorem............................         2,562          2,473
    Other.................................         1,051          1,054
                                               ------------------------
          Total...........................        36,743         38,221
                                               ------------------------

Operating Income..........................         6,718          7,965
                                               ------------------------
Other Income (Deductions):
  Interest Income.........................            57             38
  Other...................................            63            (60)
  Federal Income Tax Expense..............           (22)            35
                                               ------------------------
          Total...........................            98             13
                                               ------------------------
Income Before Interest Charges............         6,816          7,978
                                               ------------------------
Interest Charges:
  Interest on Long-Term Debt..............         2,917          2,930
  Amortization of Debt Expense............            56             56
  Other Interest Expense..................           117             49
                                               ------------------------
          Total...........................         3,090          3,035
                                               ------------------------
Income Before Dividends on Preferred
  Stock of Subsidiary.....................         3,726          4,943
Dividends on Preferred Stock of
  Subsidiary..............................            17             19
                                               ------------------------
Net Income................................     $   3,709      $   4,924
                                               ========================

Average Number of Shares Outstanding......     2,969,215      2,969,215

Earnings Per Share of Common Stock........     $    1.25      $    1.66

Dividends Paid Per Share of Common Stock..     $    0.94      $    0.91
</TABLE>



Item 1.  Financial Statements (continued)


                      CONSOLIDATED STATEMENTS OF CASH FLOW


<TABLE>
<CAPTION>
                                                Nine Months Ended
                                                  September 30
                                                   (Unaudited)
                                              ----------------------
                                                1996          1995
                                              (Thousands of Dollars)

<S>                                           <C>           <C>
Cash Flows from Operating Activities:
  Net Income..............................    $  3,709      $  4,924
  Adjustments to Reconcile Net Income
    to Net Cash Provided by Operating
    Activities:
    Depreciation and Amortization.........       4,515         4,291
    Dividends on Preferred Stock of
      Subsidiary..........................          17            19
    Allowance for Equity Funds Used
      During Construction.................         (69)
    Deferred Federal Income Taxes and
      Investment Tax Credit...............         127           562
    Prepaid and Accrued Pension...........        (449)          494
    Other.................................         823         1,283
  Changes in Assets and Liabilities:
    Accounts Receivable...................       1,336          (244)
    Inventories...........................        (122)          (86)
    Prepayments...........................        (119)          180
    Accrued Ad Valorem Taxes..............        (126)         (120)
    Accounts Payable and Accrued Accounts.      (1,712)         (465)
                                              ----------------------
        Cash Flows From Operating
        Activities........................       7,930        10,838
                                              ----------------------
Cash Flows from Investing Activities:
    Plant and Property Additions
      (excluding Allowance for Funds Used
      During Construction)................      (9,382)       (7,867)
    Allowance for Borrowed Funds Used
      During Construction.................         (91)
    Other - Net...........................         (96)         (736)
                                              ----------------------
        Cash Flows from Investing
          Activities......................      (9,569)       (8,603)
                                              ----------------------
Cash Flows From Financing Activities:
    Retirement of Long-Term Debt and
      Preferred Stock.....................        (208)         (223)
    Dividends.............................      (2,801)       (2,729)
    Increase in Notes Payable.............       3,500           500
                                              ----------------------
        Cash Flows from Financing
          Activities......................         491        (2,452)
                                              ----------------------
</TABLE>



Item 1.  Financial Statements (continued)

         CONSOLIDATED STATEMENTS OF CASH FLOW (continued)


<TABLE>
<CAPTION>
                                                Nine Months Ended
                                                   September 30
                                                    (Unaudited)
                                              ----------------------
                                                1996          1995
                                              (Thousands of Dollars)

<S>                                           <C>           <C>
Net Decrease in Cash and Cash
  Equivalents.............................      (1,148)         (217)
Cash and Cash Equivalents at the
  Beginning of Period.....................       3,249         2,887
                                              ----------------------
Cash and Cash Equivalents at the End
  of Period...............................    $  2,101      $  2,670
                                              ======================
Supplemental Cash Flows Information:
    Interest Paid.........................    $  2,725      $  2,672
                                              ======================

    Income Taxes Paid.....................    $  1,475      $  1,750
                                              ======================
</TABLE>


Item 1.  Financial Statements (continued)


                           CONSOLIDATED BALANCE SHEETS



ASSETS

<TABLE>
<CAPTION>
                                           September 30   December 31
                                               1996          1995
                                           (Unaudited)
                                           ------------   -----------
                                             (Thousands of Dollars)

<S>                                        <C>            <C>
Utility Plant:
  Electric Plant in Service............    $ 161,370      $ 162,506
  Less Accumulated Depreciation and
    Amortization.......................       75,105         71,736
                                           ------------------------

        Net Electric Plant in Service..       86,265         90,770
  Construction Work in Progress........       18,939         10,045
                                           ------------------------

        Net Utility Plant..............      105,204        100,815
                                           ------------------------

Other Property and Investments.........        6,127          5,726
                                           ------------------------

Current Assets:
  Cash and Cash Equivalents............        2,101          3,249
  Accounts Receivable (less allowance
    for doubtful accounts of $86)......        5,490          6,195
  Revenue Receivable - Power Supply
    Cost Recovery-Net..................                         631
  Inventories - at average cost:
    Materials and Supplies.............        2,280          2,176
    Fuel...............................          281            263
  Prepayments..........................          479            360
  Accrued Ad Valorem Taxes.............        3,566          3,440
  Deferred Federal Income Taxes........        1,293          1,219
                                           ------------------------

        Total..........................       15,490         17,533
                                           ------------------------

Deferred Debits and Other Assets:
  Unamortized Debt Expense (being
     amortized over the lives of
     debt issues)......................          518            550
  Intangible Pension Plan Asset........        1,821          1,821
  Other................................        2,023          1,939
                                           ------------------------
        Total..........................        4,362          4,310
                                           ------------------------

                                           $ 131,183      $ 128,384
                                           ========================
</TABLE>



                     CONSOLIDATED BALANCE SHEETS (continued)


CAPITALIZATION AND LIABILITIES

<TABLE>
<CAPTION>
                                           September 30   December 31
                                               1996          1995
                                           (Unaudited)
                                           ------------   -----------
                                             (Thousands of Dollars)

<S>                                        <C>            <C>
Capitalization:
  Common Stock and Paid-In-Capital......   $  21,540      $  21,552
  Retained Earnings.....................      21,110         20,185
                                           ------------------------
        Total Common Equity.............      42,650         41,737

Redeemable Preferred Stock..............         456            503
Long-Term Debt, less current
  maturities............................      43,336         43,508
                                           ------------------------
        Total Capitalization............      86,442         85,748
                                           ------------------------

Current Liabilities:
  Long-Term Debt Due Within One Year....        236             225
  Notes Payable.........................      4,200             700
  Accounts Payable......................      3,084           5,318
  Accrued Accounts:
    Taxes - Ad Valorem..................      5,023           5,806
          - Other.......................        707             147
    Wages and Benefits..................      3,245           3,324
    Interest............................      1,318             871
    Revenue Payable - Power Supply Cost
      Recovery - Net....................        377
    Other...............................          4               4
                                           ------------------------
        Total...........................     18,194          16,395
                                           ------------------------

Deferred Credits:
  Deferred Federal Income Taxes.........      7,117           6,779
  Unamortized Investment Tax Credit.....      2,788           2,925
  Customer Advances for Construction....      1,643           1,283
  Accrued Pensions......................      3,620           4,069
  Regulatory Liabilities................      5,355           5,355
  Post Retirement Health and Life.......      3,315           2,883
  Other.................................      2,709           2,947
                                           ------------------------
        Total...........................     26,547          26,241
                                           ------------------------
Commitments and Contingencies...........
                                           ------------------------

                                           $ 131,183      $ 128,384
                                           ========================
</TABLE>



Item 1.  Financial Statements (continued)
         --------------------------------

     On January 1, 1996 the Company  adopted  Statement of Financial  Accounting
Standards No. 121,  Accounting for the  Impairment of Long-Lived  Assets and for
Long-Lived  Assets to Be Disposed  Of, and  Statement  of  Financial  Accounting
Standards No. 123,  Accounting for Stock-Based  Compensation.  Adoption of these
Statements  did  not  have  a  significant  impact  on the  Company's  financial
statements.

     On April 24, 1996, the Federal Energy  Regulatory  Commission (FERC) issued
Order No. 888,  which  requires  the  Company to file open  access  transmission
tariff,  and  Order  No.  889,  requiring  the  Company  to set  procedures  for
implementation  of  standards  of conduct  utilizing  an open  access  same time
information system.

     On July 5, 1996, Upper Peninsula Power Company  submitted an application to
the FERC  asking  for  waiver of, or in the  alternative,  extension  of time to
comply with Order No. 888 and Order No. 889. This waiver  request was denied and
UPPCO was  prepared  to file on  October  11;  however,  FERC has  extended  the
deadline for filing until it has disposed of all petitions for rehearing related
to the initial deadline.

     The  preparation  of 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  which are necessary for a fair statement of results for the interim
period.  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
         -----------------------------------------------------------------------


             Third Quarter of 1996 Compared to Third Quarter of 1995
            ---------------------------------------------------------

     Operating revenues for the third quarter of 1996 were $14,079,000  compared
to $14,906,000 for the same quarter of 1995, a decrease of $827,000 (5.5%).  The
decrease in revenues was mainly due to the  decommissioning  of K.I.  Sawyer Air
Force Base, and the pass through of lower power supply costs.

     Power  supply  costs for the third  quarter  decreased  12.6% from the 1995
period.  This  decrease is the result of a 17.2%  reduction  in the average unit
cost of power supply  resulting  from a 98.9%  increase in hydro  generation and
some low unit cost short-term power purchases.

     Total other  operation and maintenance  expenses  decreased 7.9% during the
third  quarter of 1996.  The  decrease  was the result of a decrease in customer
accounting  expense  and a  lower  level  of  expense  on the  transmission  and
distribution system.

     Depreciation  and ad valorem taxes increased in the third quarter due to an
increase in  plant-in-service.  Other taxes decreased 16.5% in the third quarter
due to lower  payroll  associated  taxes  reflecting  the reduction in employees
during the second quarter of 1996.

     Based on the  above  changes  net  income  decreased  by  $100,000  (9.1%),
compared to the third quarter of 1995. Earnings per average common share for the
three months ended  September 30, 1996 were $0.34 compared to $0.37 for the same
period in 1995.


                       First Nine Months of 1996 Compared
                          to First Nine Months of 1995
                      ------------------------------------

     Net income  decreased  $1,215,000 in the first nine months of 1996 compared
to the same period last year.  Earnings  per average  common  share for the nine
months ended September 30, 1996 and 1995 were $1.25 and $1.66 respectively.

     Operating  revenues  for the nine  months  ended  September  30,  1996 were
$43,461,000  compared to $46,186,000 for the  corresponding  period of the prior
year, a decrease of  $2,725,000  (5.9%).  The decrease was due  primarily to the
5.7% rate reduction  granted Michigan Public Service  Commission  jurisdictional
customers  effective during the second quarter of 1995, the  decommissioning  of
K.I. Sawyer Air Force Base, and the pass through of lower power supply costs.

     Power  supply  costs for the nine  months  ended  September  30,  1996 were
$1,887,000 (12.5%) lower than the previous period. A 4.4% reduction in mWh sales
and a 10.5%  decrease in the average unit cost of power supply  brought about by
an 35.0%  increase in hydro  generation and low unit cost  short-term  purchases
contributed to the lower power supply cost in the current period.

     Total  other  operation  expenses  rose  6.6%  for the  nine  months  ended
September 30, 1996 due in large part to increased legal and consulting  services
associated with regulatory requirements and operational procedure changes.

     Depreciation and ad valorem taxes increased in the current period due to an
increase in plant-in-service.

     No  other  component  of  the  Corporation's  first  nine  months  of  1996
operations changed significantly.


                           Other Financial Information
                          -----------------------------

     During the third quarter of 1996, the Corporation's  cash requirements were
met through  funds that were  internally  generated and  short-term  borrowings.
There were $4,200,000 of short-term borrowings at September 30, 1996 compared to
$700,000 at December 31, 1995.

     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,  $15,186,000  of  consolidated
retained  earnings is  available at  September  30, 1996,  for payment of common
stock cash  dividends  by the  Corporation.  At December  31, 1995  unrestricted
retained earnings were approximately $14,182,000.

     On July 5, 1996 Upper Peninsula  Power Company  submitted an application to
the  Federal  Energy  Regulatory  Commission  asking  for  waiver  of, or in the
alternative,  extension of time to comply with Order No. 888 which  requires the
Company to file open access transmission tariff and Order No. 889 requiring that
the Company set procedures for  implementation of standards of conduct utilizing
an open access same time  information  system.  This waiver was denied and UPPCO
was prepared to file on October 11; however,  FERC has extended the deadline for
filing  until it has  disposed of all  petitions  for  rehearing  related to the
initial deadline.

     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                                  N/A

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)-1   --- Lease and Security Agreement dated May 9, 1977
                              between UPPCO, as lessee and debtor, and
                              PruLease, Inc., as lessor and secured party.
                              (Exhibit 5 to Form 10-K dated March 28, 1978)*
             4.1(c)-2   --- Amendment No. 1 to Lease and Security
                              Agreement dated June 29, 1979 between
                              UPPCO, as lessee and debtor, and
                              PruLease, Inc. as lessor and secured
                              party.
                              (Exhibit b(1)(d)15 to Registration No.
                              2-66759)*
             4.1(c)-3   --- Amendment No. 2 to Lease and Security
                              Agreement dated May 1, 1982 between
                              UPPCO, as lessee and debtor, and
                              PruLease, Inc. as lessor and secured
                              party.
                              (Exhibit 4(c)-3 to Form 10-K dated
                              March 28, 1983)*
             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                      N/A

  (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
             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:  November 8, 1996


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