SECURITIES AND EXCHANGE COMMISSION
                                  Washington, DC 20549
                                       Form 10-K/A

   X     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 [FEE REQUIRED]
       
         For the fiscal year ended December 31, 1995

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

         For the transition period from  ___________ to ___________

         Commission file Number 1-7978

                             BLACK HILLS CORPORATION
         Incorporated in South Dakota     IRS Identification Number 46-0111677
                                625 Ninth Street
                          Rapid City, South Dakota 57709

                  Registrant's telephone number, including area code
                                   (605) 348-1700

              Securities registered pursuant to Section 12(b) of the Act:

                                                    NAME OF EACH EXCHANGE
            TITLE OF EACH CLASS                     ON WHICH REGISTERED
       Common stock of $1.00 par value             New York Stock Exchange

       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

       Indicate by check mark if disclosure of delinquent filers pursuant to
       Item 405 of Regulation S-K is not contained herein, and will not be
       contained, to the best of registrant's knowledge, in definitive proxy or
       information statements incorporated by reference in Part III of this
       Form 10-K or any amendment to this Form 10-K.  [X]

       State the aggregate market value of the voting stock held by           
       non-affiliates of the Registrant.
                       At February 29, 1996       $370,052,400

       Indicate the number of shares outstanding of each of the Registrant's
       classes of common stock, as of the latest practicable date.

            CLASS                            OUTSTANDING AT FEBRUARY 29, 1996
       Common stock, $1.00 par value                   14,433,686 shares

       DOCUMENTS INCORPORATED BY REFERENCE

       1.  Definitive Proxy Statement of the Registrant filed pursuant to
           Regulation 14A for the 1996 Annual Meeting of Stockholders to be
           held on May 21, 1996, is incorporated by reference in Part III.
<PAGE>

         ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

         Report of Independent Public Accountants                        25

         Consolidated Statements of Income and Retained Earnings
           for the three years ended December 31, 1995                   26

         Consolidated Statements of Cash Flows for
           the three years ended December 31, 1995                       27

         Consolidated Balance Sheets as of December 31, 1995 and 1994    28

         Consolidated Statements of Capitalization as of
           December 31, 1995 and 1994                                    29

         Notes to Consolidated Financial Statements                      30


                     REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

       To the Shareholders and Board of Directors of Black Hills Corporation:

           We have audited the accompanying consolidated balance sheets and
       statements of capitalization of Black Hills Corporation and Subsidiaries
       as of December 31, 1995 and 1994, and the related consolidated
       statements of income, retained earnings and cash flows for each of the
       three years in the period ended December 31, 1995.  These financial
       statements are the responsibility of 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 Black Hills
       Corporation and Subsidiaries as of December 31, 1995 and 1994, and the
       results of their operations and their cash flows for each of the three
       years in the period ended December 31, 1995, in conformity with
       generally accepted accounting principles.



                                                   ARTHUR ANDERSEN LLP


       Minneapolis, Minnesota,
       January 30, 1996
<PAGE>
                             BLACK HILLS CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME


<TABLE>
<CAPTION>
       Years ended December 31        1995           1994           1993
                                                (in thousands)
       <S>                          <C>            <C>            <C>
       Operating revenues:
         Electric                   $108,783       $104,756       $ 98,155
         Coal mining                  29,870         28,594         29,822
         Oil and gas                  11,164         12,052         11,396
                                    --------       --------       --------
                                     149,817        145,402        139,373
                                    --------       --------       --------
       Operating expenses:
         Fuel and purchased           39,265         41,970         36,946
          power
         Operations and               28,523         28,713         30,237
          maintenance
         Administrative and            9,226          7,920          8,144
          general
         Depreciation, depletion      19,660         17,601         16,051
          and amortization
         Taxes, other than            10,981         10,366         10,208
          income taxes                                                 
                                    --------       --------       --------
                                     107,655        106,570        101,586
                                    --------       --------       --------
       Operating income:
         Electric                     28,243         25,076         23,982
         Coal mining                  12,226         11,900         12,361
         Oil and gas                   1,693          1,856          1,444
                                    --------       --------       --------
                                      42,162         38,832         37,787
                                    --------       --------       --------
       Other income (expense):
         Interest expense            (14,195)       (10,339)        (8,817)
         Investment income             1,368          1,631          1,739
         Allowance for funds           5,867          3,983            729  
          used during construction    
   
         Other, net                    1,125             93            473
    
                                    --------       --------       --------  
                                      (5,835)        (4,632)        (5,876)
                                    --------       --------       --------
       Income before income           36,327         34,200         31,911
        taxes
       Income taxes                  (10,737)       (10,395)        (8,965)
                                    --------       --------       --------
          Net income                $ 25,590       $ 23,805       $ 22,946
                                    ========       ========       ========
       Weighted average common        14,409         14,339         13,811
        shares outstanding

       Earnings per share of        $   1.78      $    1.66      $    1.66
        common stock
</TABLE>

                        CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
<TABLE>
<CAPTION>
       Years ended December 31           1995          1994            1993
                                                (in thousands)
       <S>                          <C>            <C>            <C>
       Balance, beginning of year   $115,284       $110,399       $105,173
       Net income                     25,590         23,805         22,946
       Cash dividends on common
        stock ($1.34, $1.32          (19,312)       (18,920)       (17,720)
        and $1.28 per share,
        respectively)
                                    --------       --------       -------- 
       Balance, end of year         $121,562       $115,284       $110,399
                                    ========       ========       ========

       The accompanying notes to consolidated financial statements are an
       integral part of these consolidated financial statements.

                         CONSOLIDATED STATEMENTS OF CASH FLOWS

</TABLE>
<TABLE>
<CAPTION>
       Years ended December 31         1995          1994            1993
                                                 (in thousands)
       <S>                          <C>             <C>            <C>
       Operating activities:
         Net income                 $ 25,590        $23,805        $22,946
         Principal non-cash
          items-
           Depreciation, depletion    19,660         17,601         16,051
            and amortization
           Deferred income taxes
            and investment tax         2,097          2,470          1,042
            credits
           Allowance for other
            funds used during         (3,645)        (2,371)          (333)
            construction
         Increase in receivables,
          inventories and other         (669)        (3,438)        (1,556)
          current assets
         Increase (decrease) in       (1,420)         5,054         (2,562)
          current liabilities
         Other, net                    3,677          5,815          4,259
                                     -------        -------        -------
                                      45,290         48,936         39,847
                                     -------        -------        -------
       Investing activities:
         Neil Simpson Unit #2
          construction costs,
          excluding allowance for    (29,820)       (71,956)       (12,675)
          other funds used during
          construction
         Other property
          additions, excluding       (18,430)       (28,732)       (27,282)
          allowance for other
          funds used during
          construction
         Available for sale          (19,323)       (41,923)       (33,622)
          securities purchased
         Available for sale           36,941         46,964         40,228
          securities sold
                                     -------        -------        -------
                                     (30,632)       (95,647)       (33,351)
                                     -------        -------        -------
       Financing activities:
         Dividends paid              (19,312)       (18,920)       (17,720)
         Common stock issued             654          2,436         13,705
         Net short-term              (36,400)        25,250          3,784
          borrowings (repayments)
         Long-term debt issued        46,904         45,795              -
         Long-term debt retired      (10,499)        (3,542)        (4,166)
                                     -------        -------        -------
                                     (18,653)        51,019         (4,397)
                                     -------        -------        -------
           Increase (decrease) in
            cash and cash             (3,995)          4,308          2,099
            equivalents
       Cash and cash equivalents:
         Beginning of year            12,174           7,866          5,767
                                     -------         -------        -------
         End of year                 $ 8,179         $12,174        $ 7,866
                                     =======         =======        =======
       Supplemental disclosure of
        cash flow information:
         Cash paid during the
          period for-
           Interest                  $12,901       $  9,244        $ 9,283
           Income taxes              $ 7,775       $  7,290        $ 8,000

       The accompanying notes to consolidated financial statements are an
       integral part of these consolidated financial statements.
</TABLE>
<PAGE>

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
       December 31                                  1995           1994
          ASSETS                                      (in thousands)
       <S>                                       <C>            <C>
       Current assets:
         Cash and cash equivalents               $  8,179       $ 12,174
         Securities available for sale              6,804         24,422
         Receivables, net
           Customers                               13,339         12,409
           Other                                    3,825          4,045
         Materials, supplies and fuel               7,415          7,139
         Prepaid expenses                           1,247          1,564
                                                 --------       --------
                                                   40,809         61,753
                                                 --------       -------- 
       Property and investments:
         Electric                                 469,135        425,690
         Coal mining                               44,473         51,755
         Oil and gas                               40,704         38,842
         Other                                      3,330          3,009
                                                 --------       --------
                                                  557,642        519,296
         Less accumulated depreciation and       (164,383)      (156,046)
          depletion
                                                 --------       -------- 
                                                  393,259        363,250
                                                 --------       --------
       Deferred charges:
         Federal income taxes                       7,543          7,505
         Regulatory asset                           2,576            699
         Other                                      4,643          3,670
                                                 --------       --------
                                                   14,762         11,874
                                                 --------       --------
                                                 $448,830       $436,877
                                                 ========       ========
          LIABILITIES AND CAPITALIZATION
       Current liabilities:
         Current maturities of long-term         $  1,405       $  2,144
          debt
         Notes payable                                618         37,018
         Accounts payable                           9,737         12,018
         Accrued liabilities-
           Taxes                                    7,047          6,331
           Interest                                 4,089          2,795
           Other                                    6,977          8,126
                                                 --------       -------- 
                                                   29,873         68,432
                                                 --------       --------
       Deferred credits:
         Federal income taxes                      45,290         39,953
         Investment tax credits                     5,018          5,521
         Reclamation costs                          7,974          7,618
         Regulatory liability                       7,111          6,925
         Other                                      5,153          4,093
                                                 --------       --------
                                                   70,546         64,110
                                                 --------       --------
       Commitments and contingent
        liabilities
         (Notes 6, 7 and 8)

       Capitalization, per accompanying
        statements:
         Common stock equity                      182,342        175,410
         Long-term debt                           166,069        128,925
                                                 --------       -------- 
                                                  348,411        304,335
                                                 --------       --------
                                                 $448,830       $436,877
                                                 ========       ========

       The accompanying notes to consolidated financial statements are an
       integral part of these consolidated balance sheets.
</TABLE>
<PAGE>









                     CONSOLIDATED STATEMENTS OF CAPITALIZATION
<TABLE>
<CAPTION>
       December 31                                   1995            1994
                                                       (in thousands)
       <S>                                       <C>            <C> 
       Common stock equity:
         Common stock, $1 par value;
          50,000,000 shares authorized;          $ 14,425       $ 14,386
          14,424,952 and 14,386,353
          shares outstanding respectively
         Additional paid-in capital                46,355         45,740
         Retained earnings                        121,562        115,284
                                                 --------       --------
          Total common stock equity               182,342        175,410
                                                 --------       -------- 
       Cumulative preferred stock:
         No par value; 400,000 share                    -              -
          authorized; no shares outstanding
         $100 par value; 270,000 shares                 -              -
          authorized; no shares outstanding

       Long-term debt:
         First mortgage bonds-
           8.375% retired 1995                          -          2,675
           8.05% retired 1995                           -          4,850
           6.625% pollution control bonds,              -          1,680
            retired 1995
           6.50% due 2002                          15,000              -
           9.00% due 2003                           9,275         10,561
           8.06% due 2010                          30,000              -
           9.49% due 2018                           6,000          6,000
           9.35% due 2021                          35,000         35,000
           8.30% due 2024                          45,000         45,000
                                                 --------       --------
                                                  140,275        105,766
                                                 --------       --------
         Other-
           6.7% pollution control revenue          12,300         12,300
            bonds, due 2010
           7.5% pollution control revenue          12,200         12,200
            bonds, due 2024
           Other long-term obligations              2,699            803
                                                 --------       --------
                                                   27,199         25,303
                                                 --------       --------
          Total long-term debt                    167,474        131,069
       Current maturities                          (1,405)        (2,144)
                                                 --------       --------  
          Net long-term debt                      166,069        128,925
                                                 --------       --------
          Total capitalization                   $348,411       $304,335
                                                 ========       ========

       The accompanying notes to consolidated financial statements are an
       integral part of these consolidated financial statements.
</TABLE>


<PAGE>
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       DECEMBER 31, 1995, 1994, AND 1993

       (1) BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       BUSINESS DESCRIPTION

       Black Hills Corporation and its subsidiaries operate in three primary    
       business segments:  electric, coal mining and oil and gas production.
       The Company's electric utility operation is engaged in the generation,
       purchase, transmission, distribution and sale of electric power and
       energy in western South Dakota, northeastern Wyoming and southeastern
       Montana.  Sales of electric power to the three largest electric
       customers represented 18 percent of the Company's electric revenue in
       1995 and 20 percent in 1994 and 1993.  The coal mining operation of the
       Company, located in northeastern Wyoming, mines and sells sub-bituminous
       coal primarily under long-term coal supply agreements.  As discussed in
       Note 6, 64 percent of the coal mining operation's sales are to the
       Wyodak Plant.  Sales of coal to the Company and to PacifiCorp represent
       88 percent of total coal sales.  The Company's oil and gas exploration
       and production business operates and has working interests in properties
       located in the western United States.

       PRINCIPLES OF CONSOLIDATION

       The consolidated financial statements include the accounts of Black
       Hills Corporation and its wholly owned subsidiaries.  All significant
       intercompany balances and transactions have been eliminated in
       consolidation except for revenues and expenses associated with
       intercompany coal sales in accordance with the provisions of Statement
       of Financial Accounting Standards No. 71, "Accounting for the Effects of
       Certain Types of Regulation."  Total intercompany coal sales not
       eliminated were $10,498,000, $9,445,000 and $10,047,000 in 1995, 1994
       and 1993, respectively.

       REGULATORY ACCOUNTING

       Black Hills Power follows Statement of Financial Accounting Standards
       (SFAS) No. 71, "Accounting for the Effects of Certain Types of
       Regulation," and its financial statements reflect the effects of the
       different ratemaking principles followed by the various jurisdictions
       regulating Black Hills Power.  As a result of Black Hills Power's recent
       regulatory activity, a 50-year depreciable life for NS #2 is used for
       financial reporting purposes.  If Black Hills Power were not following
       SFAS 71, a 35 to 40 year life would probably be more appropriate which
       would increase depreciation expense by approximately $600,000 per year.
       If rate recovery of generation-related costs becomes unlikely or
       uncertain, due to competition or regulatory action, these accounting
       standards may no longer apply to Black Hills Power's generation
       operations.  In the event Black Hills Power determines that it no longer
       meets the criteria for following SFAS 71, the accounting impact to the
       Company would be an extraordinary noncash charge to operations of an
       amount that could be material.  Criteria that give rise to the
       discontinuance of SFAS 71 include increasing competition that could
       restrict Black Hills Power's ability to establish prices to recover
       specific costs and a significant change in the manner in which rates are
       set by regulators from cost-based regulation to another form of
       regulation.  The Company periodically reviews these criteria to ensure
       the continuing application of
       SFAS 71 is appropriate.

       PROPERTY

       Property is recorded at cost which includes an allowance for funds used
       during construction where applicable.  The cost of electric property     
       retired, together with removal cost less salvage, is charged to 
       accumulated depreciation.  Repairs and maintenance of property are 
       charged to operations as incurred.

       DEPRECIATION AND DEPLETION

       Depreciation is computed using the straight-line method over the 
       estimated useful lives of the related assets.  Depreciation provisions
       for the electric property were equivalent to annual composite rates of
       3.0 percent in 1995, 3.1 percent in 1994 and 3.2 percent in 1993.  
       Composite depreciation rates for other property were 8.9 percent, 10.3
       percent and 9.6 percent in 1995, 1994 and 1993, respectively.  
       Depletion of coal and oil and gas properties is computed using the cost
       method for financial reporting and the gross income method or cost 
       method, whichever is applicable, for federal income tax reporting.

       AVAILABLE FOR SALE SECURITIES

       The Company has investments in marketable securities which are
       classified as available-for-sale securities.  The difference between the
       securities fair value and cost basis and the realized gains and losses
       on sales of the securities were not significant for the periods
       presented.

       REVENUE RECOGNITION

       Revenue from sales of electric energy is based on rates filed with       
       applicable regulatory authorities.  Electric revenue includes an 
       accrual for estimated unbilled revenue for services provided through
       year-end.  Revenue from other business segments is recognized at the 
       time the products are delivered or the services are rendered.
<PAGE>

       USE OF ESTIMATES

       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.  Ultimate results could differ from those
       estimates.

       OIL AND GAS EXPLORATION

       The Company accounts for its oil and gas exploration activities under
       the full cost method. Capitalized costs associated with unsuccessful 
       wells are amortized over future periods as the reserves from successful
       wells are produced.

       ALLOWANCE FOR FUNDS USED DURING CONSTRUCTION

       Allowance for funds used during construction (AFDC) represents the       
       approximate composite cost of borrowed funds and a return on capital
       used to finance construction expenditures and is capitalized as a 
       component of the electric property.  The AFDC was computed at an annual
       composite rate of 10.2 percent in 1995, 8.7 percent in 1994 and 7.7 
       percent in 1993.

       INCOME TAXES

       Deferred taxes are provided on all significant temporary differences,
       principally depreciation.  Investment tax credits have been deferred in
       the electric operation and the accumulated balance is amortized as a
       reduction of income tax expense over the useful lives of the related
       electric property which gave rise to the credits.

       RECLASSIFICATIONS

       Certain amounts previously reported in the 1994 financial statements
       have been reclassified to conform to the 1995 financial statement
       presentation.  Those reclassifications had no effect on previously
       reported net income or common stock equity.

       NEW ACCOUNTING PRONOUNCEMENTS

       In December 1995, the Company adopted Statement of Financial Accounting
       Standards No. 121, "Accounting for the Impairment of Long-Lived Assets
       and Long-Lived Assets to Be Disposed Of," which imposes a stricter
       criterion for assets by requiring that such assets be probable of future
       recovery at each balance sheet date. The adoption of the standard did
       not have an impact on the financial position or results of operations
       based on the current regulatory structure in which the Company operates.
       This may change in the future as competitive factors influence wholesale
       and retail pricing in the utility industry.

       (2)  CAPITAL STOCK

       COMMON STOCK

       Common shares issued at $1.00 par value during the years indicated were:

<TABLE>
<CAPTION>
                                   1995         1994        1993
       <S>                        <C>         <C>          <C>
       Public Offering                 -            -      525,000
       Employee Stock             38,599        4,195       16,402
       Purchase Plan
       Dividend Reinvestment
       and Stock Purchase Plan         -      112,578       26,891
                                  ------      -------      -------        
                                  38,599      116,773      568,293
                                  ======      =======      =======
</TABLE>
       At December 31, 1995, 231,415 shares of unissued common stock were
       available for future offerings under the Employee Stock Purchase Plan.

       The Company has a Dividend Reinvestment and Stock Purchase Plan under
       which shareholders may purchase additional shares of common stock
       through dividend reinvestment and/or optional cash payments at 100
       percent of the recent average market price.  The Company has the option
       of issuing new shares or purchasing the shares on the open market.  At
       December 31, 1995, 860,531 shares of unissued common stock were
       available for future offerings under the Plan.
<PAGE>

       ADDITIONAL PAID-IN CAPITAL

       Changes in additional paid-in capital for the years indicated were:

<TABLE>
<CAPTION>
                                       1995           1994       1993
                                                (in thousands)
       <S>                           <C>            <C>         <C>
       Balance, beginning of         $45,740        $43,420     $30,284
        year         
       Premium, net of expenses,
       received from sales of stock      615          2,320      13,136
                                     -------        -------     -------
       Balance, end of year          $46,355        $45,740     $43,420
                                     =======        =======     =======
</TABLE>

       (3)  LONG-TERM DEBT

       Substantially all of the Company's utility property is subject to the
       lien of the Indenture securing its first mortgage bonds.  First mortgage
       bonds of the Company may be issued in amounts limited by property,
       earnings and other provisions of the mortgage indentures.  Scheduled
       maturities of long-term debt for the next five years are:  $1,405,000 in
       1996, $1,534,000 in 1997, $1,331,000 in 1998, and $1,330,000 in 1999 and
       2000.

       In 1994 the Company filed a Form S-3, shelf registration for
       $100,000,000 first mortgage bonds.  Under the filing, the Company issued
       bonds in the amount of $45,000,000 on September 1, 1994, $30,000,000 on
       February 3, 1995 and $15,000,000 on July 14, 1995.  The $30,000,000 bond
       issue is redeemable at the option of the holders in integral multiples
       of $1,000 on February 1, 2002.  These bond issues were used to finance
       NS #2.

       The Company also completed the refinancing of the $12,200,000, City of
       Gillette Pollution Control Revenue Bonds during 1994.  In 1992 the
       Company entered into a forward refunding on the $12,200,000, 10.5
       percent, City of Gillette Pollution Control Revenue Bonds.  The new
       bonds were issued in July 1994 at 7.5 percent, due 2024.

       (4)  NOTES PAYABLE TO BANKS

       The Company had $36,000,000 of unsecured short-term lines of credit at
       December 31, 1995 and $70,000,000 at December 31, 1994.  Borrowings
       outstanding under these lines of credit were $575,000 and $36,975,000 as
       of December 31, 1995 and 1994, respectively.  The weighted average
       interest rate on these borrowings at December 31, 1995 and 1994 was 7.4
       percent and 6.9 percent, respectively.  Average borrowings during 1995
       and 1994 were $6,619,000 and $21,070,000, respectively.  The Company has
       no compensating balance requirements associated with these lines of
       credit.  The lines of credit are subject to periodic review and renewal
       during the year by the banks.

       (5)  FAIR VALUE OF FINANCIAL INSTRUMENTS

       Cash of the Company is invested in money market investments such as
       municipal put bonds, money market preferreds, commercial paper,
       Eurodollars and certificates of deposit.  The Company considers all
       highly liquid investments with an original maturity of three months or
       less to be cash equivalents.

       The following methods and assumptions were used to estimate the fair
       value of each class of the Company's financial instruments.

       CASH AND CASH EQUIVALENTS

       The carrying amount approximates fair value due to the short maturity of
       these instruments.

       AVAILABLE FOR SALE SECURITIES

       The fair value of the Company's investments equals the quoted market
       price when available and a quoted market price for similar securities if
       a quoted market price is not available.  The Company has classified all
       of its marketable securities as available-for-sale as of December 31,
       1995.

       LONG-TERM DEBT

       The fair value of the Company's long-term debt is estimated based on
       quoted market rates for utility debt instruments having similar
       maturities and similar debt ratings.  The Company's outstanding bonds
       are either currently not callable or are subject to make-whole
       provisions which would eliminate any economic benefits for the Company
       to call and refinance the bonds.
<PAGE>





       The estimated fair values of the Company's financial instruments are as
       follows:

<TABLE>
<CAPTION>
                                                                              
                                         1995                    1994
                                 Carrying      Fair     Carrying      Fair
                                  Value        Value      Value       Value
                                               (in thousands)
<S>                            <C>          <C>         <C>         <C>
Cash and cash equivalents       $  8,179    $  8,179    $ 12,174    $ 12,174
Securities available for sale:
 Corporate debt securities         1,000       1,000      12,200      12,200
 State and local agency            5,804       5,804      12,222      12,222
  obligations
Long-term debt                   167,474     194,625     131,069     133,313
</TABLE>

       (6)  WYODAK PLANT

       The Company owns a 20 percent interest and PacifiCorp an 80 percent
       interest in the Wyodak Plant (the Plant), a 330 megawatt coal-fired
       electric generating station located in Campbell County, Wyoming.
       PacifiCorp is the operator of the Plant.  The Company receives 20
       percent of the Plant's capacity and is committed to pay 20 percent of
       its additions, replacements and operating and maintenance expenses.  As
       of December 31, 1995, the Company's investment in the Plant included
       $73,203,000 in electric plant and $23,053,000 in accumulated
       depreciation.  The Company's share of direct expenses of the Plant were
       $6,503,000, $6,945,000 and $6,882,000 for the years ended December 31,
       1995, 1994 and 1993, respectively, and are included in the corresponding
       categories of operating expenses in the accompanying consolidated
       statements of income.  Wyodak Resources supplies coal to the Plant under
       an agreement expiring in 2013 with a PacifiCorp option to renew for 10
       years.  This coal supply agreement is collateralized by a mortgage on
       and a security interest in some of Wyodak Resources' coal reserves.  At
       December 31, 1995, approximately 28,412,000 tons were covered under this
       agreement.  Wyodak Resources' sales to the Plant were $20,224,000,
       $20,671,000 and $21,438,000 for the years ended December 31, 1995, 1994
       and 1993, respectively.

       (7)  COMMITMENTS AND CONTINGENT LIABILITIES

       MDU POWER SALE

       During 1994, the Company entered into a Power Integration Agreement with
       MDU.  The agreement provides that for a period of 10 years commencing
       January 1, 1997, the Company will supply up to 55 megawatts of electric
       power and associated energy required by MDU for its Sheridan, Wyoming,
       service territory.  MDU's Sheridan service area has experienced a 45
       megawatt peak and a load factor of approximately 60 percent.



       COAL OBLIGATIONS

       In addition to the 28,412,000 tons of coal reserved under the agreement
       to supply coal to the Wyodak Plant, Wyodak Resources has reserved
       28,110,000 tons of coal under existing contracts and 51,000,000 tons of
       coal under future purchase options.  None of the purchase options are
       expected to be exercised because the option price is substantially
       higher than the market price.  An option for 50,000,000 tons can be
       exercised only if Wyodak Resources has not committed the coal reserves
       to other buyers prior to the exercise of the option.

       PACIFICORP PURCHASE POWER AGREEMENT

       In 1983 the Company entered into a 40 year power agreement with
       PacifiCorp providing for the purchase of 75 megawatts of electric 
       capacity and energy from its system.  The price paid for the capacity
       and energy is based on the operating costs of one of PacifiCorp's 
       coal-fired electric generating plants.  Costs incurred under this 
       agreement were $20,689,000, $23,132,000 and $21,106,000 in 1995, 1994
       and 1993, respectively.

       RECLAMATION

       Under its mining permit, Wyodak Resources is required to reclaim all
       land where it has mined coal reserves.  The cost of reclaiming the land
       is accrued as the coal is mined.  While the reclamation process takes
       place on a continual basis, much of the reclamation occurs over an
       extended period after the area is mined.  Approximately $600,000 is
       charged to operations as reclamation expense annually.  As of December
       31, 1995, accrued reclamation costs were approximately $8,000,000.

       OTHER

       The Company is subject to various legal proceedings and claims which 
       arise in the ordinary course of operations.  In the opinion of 
       management, the amount of liability, if any, with respect to these 
       actions would not materially affect the consolidated financial position
       or results of operations of the Company.
<PAGE>
       (8)  EMPLOYEE BENEFIT PLANS

       The Company has a defined benefit pension plan (the Plan) covering
       substantially all employees.  The benefits are based on years of service
       and compensation levels during the highest five consecutive years of the
       last ten years of service.  The Company's funding policy is in
       accordance with the federal government's funding requirements.  The
       Plan's assets consist primarily of equity securities and cash
       equivalents.






       Net pension expense for the Plan was as follows:

<TABLE>
<CAPTION>
                                1995          1994        1993
                                        (in thousands)
       <S>                    <C>           <C>         <C>
       Service cost           $  802        $  865      $  651
       Interest cost           2,169         2,074       1,899
       Return on
       assets:
         Actual               (5,204)       (1,819)     (2,852)
         Deferred              2,603         (793)         333
                              ------        ------      ------
       Net pension            $  370        $  327      $   31
       expense                ======        ======      ======
</TABLE>

       Funding information for the Plan as of October 1 of each year was as
       follows:

                                            1995                1994
                                                 (in thousands)
<TABLE>
<CAPTION>
       <S>                                <C>                  <C>
       Fair value of plan assets          $29,184              $25,584
       Projected benefit obligation       (30,714)             (27,931)
                                          -------              -------
                                           (1,530)              (2,347)
       Unrecognized:
         Net loss                           1,559                2,747
         Prior service cost                   796                  885
         Transition asset                    (451)                (541)
                                          -------              ------- 
       Prepaid pension cost               $   374              $   744
                                          =======              ======= 
       Accumulated benefit obligation     $24,969              $22,649
                                          =======              ======= 
       Vested benefit obligation          $23,919              $21,749
                                          =======              =======
       Actuarial assumptions:
         Discount rate                        7.5%                 8.0%
         Expected long-term rate of
          return on assets                   10.5%                10.5%
         Rate of increase
          in compensaton levels                 5%                   5%
</TABLE>

       The change in the assumed discount rate from 8.0 percent in 1994 to 7.5
       percent in 1995 resulted in an increase in the accumulated benefit
       obligation and projected benefit obligation of $1,381,000 and
       $1,923,000, respectively.

       The Company has various supplemental retirement plans for outside
       directors and key executives of the Company.  The plans are nonqualified
       defined benefit plans.  Expenses recognized under the plans were
       $350,000, $401,000 and $633,000 in 1995, 1994 and 1993, respectively.

       The Company follows Statement of Financial Accounting Standards No. 106,
       "Employers' Accounting for Postretirement Benefits Other Than Pensions."
       The standard requires that the expected cost of these benefits must be
       charged to expense during the years that the employees render service.
       Prior to adopting the standard in 1993, the Company expensed these
       benefits as they were paid.  The Company is amortizing the transition
       obligation of $2,996,000 over a 20 year period.

       Employees retiring from the Company on or after attaining age 55 who
       have rendered at least five years of service to the Company are entitled
       to postretirement healthcare benefits coverage.  These benefits are
       subject to premiums, deductibles, copayment provisions and other
       limitations.  The Company may amend or change the plan periodically.
       The Company is not pre-funding its retiree medical plan.
<PAGE>
       The net periodic postretirement cost for the Company was as follows:

                                           1995           1994
                                              (in thousands)
<TABLE>
<CAPTION>
       <S>                                 <C>            <C>
       Service cost                        $211           $188
       Interest cost                        429            303
       Amortization of                      150            150
       transition obligation
       Amortization of loss                  79             28
                                           ----           ----
                                           $869           $669
                                           ====           ====
</TABLE>

       Funding information as of October 1 was as follows:

                                          1995            1994
                                             (in thousands)
<TABLE>
<CAPTION>
       <S>                               <C>            <C>
       Accumulated postretirement 
        benefit obligation:
         Retirees                        $1,485         $1,805
         Fully eligible active              723          1,246
          participants
         Other active                     1,906          2,400
          participants
                                         ------         ------
       Unfunded accumulated               4,114          5,451
        postretirement benefit 
        obligation
       Unrecognized net gain                140         (1,838)
        (loss)
       Unrecognized transition           (2,546)        (2,696)
        obligation
                                         ------         ------ 
                                         $1,708         $  917
                                         ======         ======
</TABLE>

       For measurement purposes, a 10.5 percent annual rate of increase in
       healthcare benefits was assumed for 1996; the rate was assumed to
       decrease gradually to 6 percent in 2005 and remain at that level
       thereafter.  The healthcare cost trend rate assumption has a significant
       effect on the amounts reported.  A one percent increase in the
       healthcare cost trend assumption would increase the net periodic
       postretirement cost by approximately $116,000 annually or 18.8 percent.
       The weighted-average discount rate used in determining the accumulated
       postretirement benefit obligation was 7.5 percent.

       (9)  INCOME TAXES

       The Company follows Statement of Financial Accounting Standards No. 109,
       "Accounting for Income Taxes," which requires the use of the liability
       method in accounting for income taxes.  Under the liability method,
       deferred income taxes are recognized, at currently enacted income tax
       rates, to reflect the tax effect of temporary differences between the
       financial and tax bases of assets and liabilities.  Such temporary
       differences are the result of provisions in the income tax law that
       either require or permit certain items to be reported on the income tax
       return in a different period than they are reported in the financial
       statements.  To the extent such income taxes are recoverable or payable
       through future rates, regulatory assets and liabilities have been
       recorded in the accompanying consolidated balance sheets.

       Income tax expense for the years indicated was:

<TABLE>
<CAPTION>
                                                                   
                                  1995         1994         1993
                                           (in thousands)
       <S>                      <C>          <C>           <C>
       Current                  $ 8,640      $ 7,925       $7,923
       Deferred                   2,600        2,975        1,547
       Investment tax              (503)        (505)        (505)
        credits, net
                                -------      -------       ------ 
                                $10,737      $10,395       $8,965
                                =======      =======       ======  
</TABLE>
<PAGE>
       The temporary differences which gave rise to the net deferred tax
       liability at December 31, 1995 and 1994 were as follows:

<TABLE>
<CAPTION>
                                                            NET DEFERRED
                                                               INCOME
                                                              TAX ASSET
       December 31, 1995             ASSETS     LIABILITIES  (LIABILITY)
                                               (in thousands)

       <S>                          <C>            <C>         <C>               
       Accelerated depreciation 
        and other plant-
        related differences         $      -       $42,182     $(42,182)
       Regulatory asset                2,482             -        2,482
       Regulatory liability                -         1,415       (1,415)
       Unamortized investment          1,756             -        1,756
        tax credits
       Mining development                988           898           90
       and oil exploration
       Employee benefits               1,828           137        1,691
       Other                             489           658         (169)
                                      ------       -------     --------
                                      $7,543       $45,290     $(37,747)
                                      ======       =======     ========
</TABLE>

<TABLE>
<CAPTION>
                                                             NET DEFERRED
                                                                INCOME
                                                               TAX ASSET
          December 31, 1994             ASSETS   LIABILITIES  (LIABILITY)
                                                (in thousands)
       <S>                             <C>          <C>         <C>
       Accelerated
        depreciation and               $     -     $34,940     $(34,940)
        other plant-
        related differences
       Regulatory asset                  2,350           -        2,350
       Regulatory liability                  -           -            -
       Unamortized                       2,109           -        2,109
        investment tax
        credits
       Mining development                  678       2,896       (2,218)
        and oil exploration
       Employee benefits                 1,521         278        1,243
       Other                               847       1,839         (992)
                                        ------     -------     --------  
                                        $7,505     $39,953     $(32,448)
                                        ======     =======     ========
</TABLE>

       The effective tax rate differs from the federal statutory rate for the
       years ended December 31, as follows:

<TABLE>
<CAPTION>
                                1995        1994       1993
       <S>                      <C>         <C>        <C>
       Federal statutory        35.0%       35.0%      35.0%
        rate
       Regulatory asset         (1.9)           -          -
        recognition
       Amortization of          (1.4)       (1.5)      (1.6)
        investment tax
        credits
       Tax-exempt interest      (0.8)       (1.1)      (1.7)
        income
       Percentage depletion     (0.4)       (1.7)      (2.8)
        in excess of cost
       Other                    (0.9)       (0.3)      (0.8)
                                ----        ----       ----  
                                29.6%       30.4%      28.1%
                                ====        ====       ====
</TABLE>

       (10)  OIL AND GAS RESERVES  (Unaudited)

       Western Production has interests in 448 producing oil and gas properties
       in eight states.  Western Production's non-operated properties are
       located in the western United States.  Western Production also holds
       leases on approximately 62,000 net undeveloped acres.

       The following table summarizes Western Production's quantities of proved
       developed and undeveloped oil and natural gas reserves, estimated using
       constant year-end product prices, as of December 31, 1995 and 1994, and
       a reconciliation of the changes between these dates.  These estimates
       are based on reserve reports by Ralph E. Davis Associates, Inc. (an
       independent engineering company selected by the Company).  Such reserve
       estimates are based upon a number of variable factors and assumptions
       which may cause these estimates to differ from actual results.
<PAGE>
<TABLE>
<CAPTION>
                                       1995                1994
                                  OIL       GAS       OIL        GAS
                           (in thousands of barrels of oil and MCF of gas)
       <S>                       <C>       <C>       <C>       <C>
       Proved developed and
       undeveloped
       reserves:
         Balance at              1,438     9,080     1,116      2,759
          beginning of year
           Production             (266)   (1,986)     (321)    (1,731)
           Additions               168     4,106       107      7,582
           Property sales         (103)     (843)        -          -
           Revisions to
            previous estimates
            due primarily to       375    (2,699)      536        470
            changed economic
            conditions
                                 -----     -----     -----      -----
         Balance at end of       1,612     7,658     1,438      9,080
          year                   =====     =====     =====      =====  
                                  
       Proved developed
        reserves at end of       1,606     6,370     1,436      6,246
        year included above      =====     =====     =====      =====

       Year-end prices          $18.50   $  1.90    $15.75    $  1.72

</TABLE>

       (11)  SUMMARY OF INFORMATION RELATING TO SEGMENTS OF THE COMPANY'S
       BUSINESS

       The three primary segments of the Company's business are its electric,
       coal mining and oil and gas production operations.  The following table
       summarizes certain information specifically identifiable with each
       segment as of or for the years ended December 31.
<TABLE>
<CAPTION>
                                1995       1994      1993
                                     (in thousands)
       <S>                    <C>       <C>        <C>
       Assets at year-end:

          Electric            $380,256  $340,042   $259,680
          Coal mining           45,224    72,851     72,328
          Oil and gas           23,350    23,984     20,845
                              --------  --------   --------
                              $448,830  $436,877   $352,853
                              ========  ========   ========
       Depreciation,
        depletion and
        amortization:
          Electric            $ 11,943  $ 10,314   $  9,952
          Coal mining            3,575     2,427      1,953
          Oil and gas            4,142     4,860      4,146
                              --------  --------   -------- 
                              $ 19,660  $ 17,601   $ 16,051
                              ========  ========   ========
       Capital
       expenditures:
          NS #2 (includes     $ 33,219  $ 73,984   $ 12,792
           AFDC)
          Other electric        11,242    14,187     13,140
          Coal mining            1,546     5,911      7,425
          Oil and gas            5,888     8,977      6,933
                              --------  --------   --------
                              $ 51,895  $103,059   $ 40,290
                              ========  ========   ========  
</TABLE>

       (12)  SUPPLEMENTARY INCOME STATEMENT INFORMATION

       TAXES OTHER THAN INCOME TAXES

<TABLE>
<CAPTION>
                                 1995      1994       1993                       
                                     (in thousands)
       <S>                     <C>       <C>        <C>
       Property                $ 3,696   $ 3,637    $ 3,549
       Production and            3,385     2,995      2,982
       severance
       Payroll                   1,402     1,334      1,195
       Black lung                1,263     1,205      1,256
       Federal reclamation       1,027       979      1,060
       Other                       208       216        166
                               -------   -------    -------
                               $10,981   $10,366    $10,208
                               =======   =======    =======
</TABLE>
<PAGE>





  FINANCIAL STATISTICS

<TABLE>
<CAPTION>
  Years ended December 31       1995      1994      1993      1992      1991
  <S>                         <C>       <C>       <C>       <C>       <C>
  TOTAL ASSETS (in thousands) $448,830  $436,877  $352,853  $330,202  $319,895

  PROPERTY AND INVESTMENTS
   (in thousands)
    Total property and        $557,642  $519,296  $433,143  $413,192  $390,766
     investments
    Accumulated depreciation   164,383   156,046   144,492   132,890   122,574
     and depletion
    Capital expenditures        51,895   103,059    40,290    27,915    36,981
     (includes AFDC)

  CAPITALIZATION (in
   thousands)
    Long-term debt            $166,069  $128,925  $ 85,274  $ 88,816  $ 92,982
    Common stock equity        175,410   149,158   141,963   182,342   168,089
                              --------  --------  --------  --------  --------
       Total                  $348,411  $304,335  $253,363  $237,974  $234,945
                              ========  ========  ========  ========  ========

  CAPITALIZATION RATIOS
    Long-term debt               47.7%     42.4%     33.7%     37.3%     39.6%
    Common stock equity          52.3      57.6      66.3      62.7      60.4
                                -----     -----     -----     -----     -----
       Total                    100.0%    100.0%    100.0%    100.0%    100.0%
                                =====     =====     =====     =====     =====

  AVERAGE INTEREST RATE ON        8.1%      8.5%      9.0%      8.9%      8.9%
   LONG-TERM DEBT

  NET INCOME AVAILABLE FOR
   COMMON STOCK (in thousands) $25,590   $23,805   $22,946   $23,638   $22,681

  DIVIDENDS PAID ON COMMON     $19,312   $18,920   $17,720   $16,977   $16,045
   STOCK (in thousands)

  COMMON STOCK DATA (in
   thousands)*
   Shares outstanding,          14,409    14,339    13,811    13,689    13,675
    average
   Shares outstanding, end of   14,425    14,386    14,270    13,701    13,675
    year
   Earnings per average          $1.78     $1.66     $1.66     $1.73     $1.66
    share, in dollars
   Dividends paid per share,     $1.34     $1.32     $1.28     $1.24     $1.17
    in dollars
   Book value per share, end    $12.64    $12.19    $11.78    $10.89    $10.38
    of year, in dollars

  RETURN ON COMMON STOCK         14.0%     13.6%     13.7%     15.8%     16.0%
   EQUITY

  ALLOWANCE FOR FUNDS USED
   DURING CONSTRUCTION AS        22.9%     16.7%      3.2%      1.6%      0.8%
   PERCENT OF NET INCOME
</TABLE>

         * Common stock data have been adjusted retroactively to reflect
           the three-for-two stock split in March 1992.

<PAGE>

ELECTRIC OPERATION STATISTICS

<TABLE>
<CAPTION>
Years ended December 31     1995       1994       1993       1992       1991
<S>                      <C>        <C>        <C>        <C>        <C>
ELECTRIC ENERGY GENERATED
 AND PURCHASED (megawatt
 hours)
Generated, net station   1,320,630  1,108,530  1,227,084  1,226,153  1,148,259
 output
Purchased and net          473,175    595,872    435,990    397,478    444,848
 interchange                                             
Total generated and      1,793,805  1,704,402  1,663,074  1,623,631  1,593,107
 purchased
Non-firm sales             (60,575)    (1,000)    (7,780)   (10,405)    (1,040)
Company use and losses     (87,512)   (65,651)   (61,336)   (73,627)   (59,896)
                         ---------  ---------  ---------  ---------  ---------
   Total electric        1,645,718  1,637,751  1,593,958  1,539,599  1,532,171
    energy sales         =========  =========  =========  =========  =========  

ELECTRIC ENERGY SALES
 (megawatt hours)
 Residential               383,929    368,953    370,736    339,341    355,691
 General and commercial    513,854    495,909    469,496    446,036    440,043
 Industrial                552,829    583,258    568,316    572,244    550,999
 Public authorities         23,164     23,051     22,621     21,798     21,347 
 Sales for resale          171,942    166,580    162,789    160,180    164,091
                         ---------  ---------  ---------  ---------  ---------
   Total electric        1,645,718  1,637,751  1,593,958  1,539,599  1,532,171
    energy sales         =========  =========  =========  =========  =========  

ELECTRIC REVENUE (in
 thousands)
 Residential              $ 30,433   $ 28,574   $ 27,064   $ 25,366   $ 27,053
 General and commercial     37,663     35,390     32,295     30,742     31,227
 Industrial                 26,495     27,318     25,901     27,106     26,812
 Public authorities          1,775      1,718      1,537      1,586      1,593
 Sales for resale            8,366      7,460      7,122      7,002      7,223
                          --------   --------   --------   --------   -------- 
   Total electric          104,732    100,460     93,919     91,802     93,908
    revenue
 Other revenue               4,051      4,296      4,236      5,646      4,250
                          --------   --------   --------   --------   --------
   Total revenue          $108,783   $104,756   $ 98,155   $ 97,448   $ 98,158
                          ========   ========   ========   ========   ======== 
ELECTRIC CUSTOMERS 
 (end of year)
 Residential                45,886     45,060     44,657     44,100     43,539
 General and commercial      8,958      8,732      8,507      8,279      8,083
 Industrial                     35         36         41         38         40
 Public authorities            138        130        124        117        112
 Other electric                  1          1          1          1          1
  utilities             
                            ------     ------     ------     ------     ------
   Total                    55,018     53,959     53,330     52,535     51,775
                            ======     ======     ======     ======     ======
RESIDENTIAL STATISTICS
 Average annual KWH
  usage:
  With electric heating     16,901     16,369     17,601     15,380     16,773
  Without electric           6,688      6,488      6,428      6,172      6,502
   heating
  All residential            8,452      8,198      8,351      7,743      8,218
  Average price per KWH,       7.9        7.7        7.3        7.5        7.6
   in cents

AVERAGE PRICE PER KWH,
 ALL SALES                     6.1        6.1        5.9        5.9        6.1
 (in cents)

AVERAGE PRICE PER KWH,         6.3        6.1        5.9        5.9        6.1
 FIRM SALES (in cents)
</TABLE>
<PAGE>

                                    SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of
       1934, the Registrant has duly caused this amendment to be signed on
       its behalf by the undersigned, thereunto duly authorized.

                                  BLACK HILLS CORPORATION

                                  By /c/ROXANN R. BASHAM          
                                     Roxann R. Basham
                                     Corpoarate Secretary and Treasurer

       Dated:  March 19, 1996