Exhibit 99
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 11-K


                                  ANNUAL REPORT
                        PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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


                 For the fiscal year ended December 31, 1998


                          Commission File Number 1-7978


                             BLACK HILLS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN


                             BLACK HILLS CORPORATION
                                625 NINTH STREET
                                   PO BOX 1400
                         RAPID CITY, SOUTH DAKOTA 57709



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<PAGE>






                             BLACK HILLS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN










                              FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 1998 AND 1997
                             TOGETHER WITH REPORT OF
                         INDEPENDENT PUBLIC ACCOUNTANTS


<PAGE>


                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To the Employee Stock Purchase Plan
Committee of the Black Hills Corporation
Employee Stock Purchase Plan:

We have audited the accompanying  statements of financial  position of the Black
Hills  Corporation  Employee  Stock  Purchase Plan (the Plan) as of December 31,
1998 and 1997, and the related statements of income and changes in participants'
equity for each of the three years in the period ended December 31, 1998.  These
financial  statements are the responsibility of the Employee Stock Purchase Plan
Committee  and the Company's  management.  Our  responsibility  is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of the Plan as of December 31,
1998 and 1997,  and the income and changes in  participants'  equity for each of
the three years in the period  ended  December  31,  1998,  in  conformity  with
generally accepted accounting principles.




Minneapolis, Minnesota                                Arthur Andersen LLP
January 27, 1999




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                             Black Hills Corporation
                          Employee Stock Purchase Plan
                        Statements of Financial Position
                                   December 31

                                                            1998       1997
                                                            ----       ----
Assets

  Cash                                                     $95,392    $43,582
                                                           =======    =======

Liabilities and Participants' Equity

  Participants' Equity                                     $95,392    $43,582
                                                           =======    =======


The accompanying note is an integral part of these statements.


<PAGE>


                             Black Hills Corporation
                          Employee Stock Purchase Plan
           Statements of Income and Changes in Participants' Equity
                            For the years December 31


                                                1998       1997        1996
                                                ----       ----        ----

Participants' Equity, Beginning of Year      $  43,582  $  81,332    $115,820

Increases (Decreases) During the Year:
  Employee Contributions Received              269,719    359,188     462,870
  Dividend Income                                5,314     11,804      14,094
  Distributions to Participants               (223,223)  (408,742)   (511,452)
                                              --------   --------   ---------

Participants' Equity, End of Year            $  95,392  $  43,582   $  81,332
                                             =========  =========   =========


The accompanying note is an integral part of these statements.



<PAGE>


                          Note to Financial Statements

(1)   Plan Description

      General - The Black Hills  Corporation  Employee  Stock  Purchase Plan was
      adopted by the  Company's  Board of  Directors  on January 29,  1987,  and
      approved by the  Company's  stockholders  on May 20,  1987,  at which time
      100,000  shares of the  Company's  Common Stock were reserved for offering
      under this Plan. At the May 23, 1995 Annual Meeting of  Shareholders,  the
      Company's  stockholders  approved  an  additional  200,000  shares  of the
      Company's  Common Stock,  for issuance under this Plan. As of December 31,
      1998, 267,135 shares were available for issuance under the Plan.

      The Board of Directors of the Company  determine  the  "Offering  Date" on
      which shares of stock may be offered. Offerings under the Plan may be made
      at such times,  for such number of shares and remain open for such periods
      (up to 90  days)  as the  Company's  Board  of  Directors  may  prescribe.
      Subscriptions  can only be  accepted  during the  prescribed  period.  The
      subscription  price per share is equal to 90  percent  of the fair  market
      value of the  Common  Stock on the  offering  date and is set forth in the
      Subscription Agreement.

      Administration - The Plan is administered by the Board of Directors of the
      Company  who have the power and  authority  to  promulgate  such rules and
      regulations as they deem appropriate for the  administration  of the Plan,
      to  interpret  its  provisions  and to  take  all  actions  in  connection
      therewith  as  they  deem   necessary  or  advisable.   Other  aspects  of
      administration  are handled by the Employee Stock Purchase Plan Committee,
      the  members  of  which  are  designated  from  time to time by the  Chief
      Executive  Officer of the  Company.  The Company  pays all  administrative
      costs of the Plan.

      Eligibility - Each full-time  employee of the Company or its subsidiaries,
      including  officers,  but excluding directors who are not employees of the
      Company  or  subsidiaries,  is  eligible  to  participate  in the Plan.  A
      full-time  employee is one who is in the active  service of the Company or
      its  subsidiaries  on the date an offering  is made.  Any  employee  whose
      customary  employment is twenty hours or less per week or whose  customary
      employment  is for not more  than five  months  per  calendar  year is not
      eligible to participate.

      No  employee  is  allowed  to  participate  in the Plan if such  employee,
      immediately after the offering is granted, owns stock possessing 5 percent
      or more of the total  combined  voting  power or value of all  classes  of
      stock of the Company.


      Contributions  - The plan is solely funded by employee  contributions.  An
      eligible  employee  may  subscribe  for not less than 20 nor more than 400
      shares of Common Stock in connection  with each  offering.  A subscription
      must be accompanied by an initial payment of $1.00 for each share of stock
      for which a  subscription  is made.  The  remaining  balance  will be paid
      through equal payroll  deductions during the 12 month period following the
      Subscription Date.

      Investment  of Funds;  Issuance of Shares - Amounts  paid by  employees on
      Employee Stock Purchase Plan subscriptions  through payroll deductions are
      applied  solely  to  purchase  shares of Common  Stock  allotted  to them,
      pursuant to the Plan.

      Except in the event of withdrawal or cancellation, certificates for shares
      subscribed to pursuant to an offering are not issued to an employee  until
      all shares have been paid for in full.

      Dividends - Dividends are applied toward the purchase of additional shares
      of common stock of the Company through the Dividend Reinvestment and Stock
      Purchase Plan at the offering price.

      Withdrawal  From the Plan or  Cancellation  of  Subscription  - Shares are
      distributed to employees after the subscription is paid for in full.

      An  employee  participating  in the Plan has the right,  any time prior to
      payment in full, to cancel a subscription  for unpaid shares by giving the
      committee  written  notice to that  effect.  Upon  payment  in full of the
      subscription   or  upon   withdrawal  from  the  Plan  or  termination  of
      employment,  the  participant's  account  will  be  cleared  by one of the
      following  methods  pursuant  to  the  participants  request;  (a)  Shares
      transferred to employee's "of record" account;  (b) Certificate issued for
      whole shares and a check for fractional  shares; or (c) Shares sold on the
      open market.

      Termination  of employment for any reason  including  retirement or death,
      accompanied   by  failure  of  the   terminated   employee  or  the  legal
      representative  of the  descendent  to pay the entire  balance due for the
      purchase of the shares for which a  subscription  has been  accepted  will
      result in cancellation. Such election shall be made within ten days of the
      time of termination of employment,  except for death which shall be within
      two months following death.



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                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Employee  Stock Purchase Plan Committee has duly caused this Annual Report to be
signed on its behalf by the undersigned hereunto duly authorized.





                                          Black Hills Corporation
                                          Employee Stock Purchase Plan


Date:  March 9, 1999                      By  /s/  Roxann R. Basham
                                             Roxann R. Basham


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                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation of our
report dated  January 27, 1999,  included in this Form 11-K,  into the Company's
previously filed Registration Statement (Form S-8 No. 33-63059).




                                               /s/ ARTHUR ANDERSEN LLP


Minneapolis, Minnesota
March 9, 1999