EXHIBIT 3(b)
                          BLACK HILLS CORPORATION


                                  BYLAWS


                                 ARTICLE I

                         MEETINGS OF STOCKHOLDERS

   Section 1.  PLACE.  Meetings of the stockholders shall be held at such place
within  or without the State of South Dakota as the Board of Directors may from
time to time determine and as stated in the notice of the meeting.

   Section 2.  ANNUAL MEETING.  The annual meeting of the stockholders shall be
held at such  time  within  six months after the end of each fiscal year of the
Company  as the Board of Directors  designates  for  the  purpose  of  electing
directors  and  for  the  transacting  of  any other business as may be brought
before the meeting.

   Section  3.   SPECIAL MEETINGS.  All annual  and  special  meetings  of  the
stockholders shall be called by a majority of the Board of Directors.

   Section 4.  NOTICE.  Unless all stockholders entitled to vote at the meeting
waive notice in writing, written notice stating the place, day and hour of each
meeting of stockholders,  and in the case of a special meeting, further stating
the purpose for which such meeting is called, shall be mailed at least ten days
before the meeting when called by the Board of Directors to each stockholder of
record who shall be entitled  to  vote  thereat  to  the last known post office
address of each such stockholder as it appears upon the stock transfer books of
the Company.  However, notice of a meeting, at which proposal  to  increase the
capital  stock  or  indebtedness  is to be considered, shall be given at  least
sixty days prior to such meeting.

   Section 5.  QUORUM.  The holders of a majority of the issued and outstanding
shares of the capital stock of the Company entitled to vote thereat, present in
person or represented by proxy, shall  constitute  a quorum for the transaction
of  business at all meetings of the stockholders except  as  may  otherwise  be
provided  by  law  or by the Articles of Incorporation.  If a quorum or greater
number as may be required  by  law  or  the  Articles  shall  not be present or
represented at any meeting of the stockholders, a majority of the  stockholders
who  are  present  in  person  or by proxy and who are entitled to vote thereat
shall have the power to adjourn  the  meeting  from time to time without notice
other than announcement at the meeting until such quorum or such greater number
shall have been obtained.

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   Section 6.  ADJOURNED MEETING.  The majority  of  the  stockholders  who are
entitled  to  vote and who are present in person or by proxy at any regular  or
special meeting of the stockholders shall have the right to adjourn the meeting
from time to time  without  notice other than announcement at the meeting to be
adjourned; provided, however,  the  meeting  may  not be adjourned for a period
longer than sixty days from the date of the meeting  as set forth in the notice
thereof.

   Section 7.  VOTING.  At each meeting of the stockholders,  every stockholder
having the right to vote shall be entitled to vote one vote per share in person
or  by  proxy  appointed  by  an  instrument  in  writing  subscribed  by  such
stockholder.  No proxy shall be valid after eleven months from the date  of its
execution,  unless  otherwise  provided in the proxy.  All voting for directors
shall be by written ballot.  All  elections  shall  be  had  and  all questions
decided  by a plurality except as otherwise provided by law or by the  Articles
of Incorporation.

   Section  8.   INSPECTORS.  The Board of Directors or, if the Board shall not
have made the appointment,  the person presiding at any meeting of stockholders
shall have power to appoint one  or  more  persons, other than the nominees for
directors, to act as inspectors to receive,  canvass  and report the votes cast
by the stockholders at such meeting.  Any inspector so  appointed  who  for any
reason  does not serve in such capacity may be replaced by the person presiding
at the meeting.

                          ARTICLE II

                     BOARD OF DIRECTORS

   Section  1.   DEFINITIONS.   For  the  purposes  of  these Bylaws an "Inside
Director" is a director who is an employee of the Company,  an  officer  of the
Company,  a  person who has in the past served as an officer of the Company  or
any person whose relationship to the Company other than as a director gives him
access on a regular basis to material information about the Company that is not
generally available.   Any director who is not an Inside Director would for the
purpose of these Bylaws  constitute  an "Outside Director."  For the purpose of
this Section "Company" shall also include any subsidiary of the Company.

   Section 2.  MANAGEMENT OF THE COMPANY.   The  property, business and affairs
of  the  Company shall be managed by or under the direction  of  its  Board  of
Directors.

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   Section 3.  QUALIFICATIONS OF DIRECTORS.  At the time a person is elected as
director by  the  stockholders,  that person must beneficially own at least 100
shares of the common stock of the Company; and if such person is elected by the
stockholders, the person must be duly  qualified to vote such stock at the said
election.  Each director is required to apply at least 50 percent of his or her
retainer  toward  the purchase of additional  shares  until  the  director  has
accumulated at least  2,000 shares of common stock.  No person shall be elected
or stand for reelection  as  a  director who will be sixty-five years of age or
older on the thirty-first day of December of the year of the election.

   Section 4.  NUMBER AND ELECTION;  VACANCIES  AND  REMOVAL.   The  number of
members of the Board of Directors shall be nine (9); provided, (i) the Board of
Directors  may  determine  the number of directors to be more than nine through
amendments to its Bylaws, and  (ii)  the number of directors shall be increased
under  the  conditions set forth in the  following  paragraph.   The  Board  of
Directors shall  be  and  is  divided into three classes, Class I, Class II and
Class III, which shall be as nearly equal in number as possible.  Each director
shall serve for a term ending on the date of the third annual meeting following
the annual meeting at which such  director  was elected; provided, each initial
director in Class I shall hold office until the  annual meeting of stockholders
in 1987, each initial director in Class II shall hold  office  until the annual
meeting of stockholders in 1988, and each initial director in Class  III  shall
hold office until the annual meeting of stockholders in 1989.

   In  the event that dividends payable on the Preferred Stock shall be accrued
and unpaid  in  an amount equivalent to or exceeding four (but less than eight)
quarterly  dividends,  the  number  of  directors  constituting  the  Board  of
Directors shall be increased by a number sufficient so that, without removal of
any director  from  office  prior  to  the  expiration  of his or her term, the
holders  of  the  Preferred  Stock,  voting separately as one  class  for  such
purpose, can elect a sufficient number  of directors to constitute one-third of
all directors, in compliance with subdivision  (G)  of  the Article Fourth.  At
each subsequent annual meeting of stockholders, the holders  of  the  Preferred
Stock  shall  elect  the smallest number of directors necessary to ensure  that
one-third of all directors  shall  have  been  elected  by  the  holders of the
Preferred  Stock,  until such time as all dividends accrued and unpaid  on  the
Preferred Stock shall  have  been  paid,  after which such voting rights of the
holders  of  the  Preferred  Stock  shall be terminated.   In  the  event  that
dividends payable on the Preferred Stock  shall  be  accrued  and  unpaid in an
amount  equivalent  to  or  exceeding eight quarterly dividends, the number  of
directors constituting the Board  of  Directors  shall be increased by a number
sufficient so that, without removal of any director  from  office  prior to the
expiration  of  his  or  her  term,  the holders of the Preferred Stock, voting
separately  as one class for such purpose,can  elect  a  sufficient  number  of
directors to  constitute  a  majority  of  all  directors,  in  compliance with
subdivision  (H) of the Article Fourth.  At each subsequent annual  meeting  of
stockholders,  the  holders  of  the  Preferred  Stock shall elect the smallest
number of directors necessary to ensure that a majority  of all directors shall
have been elected by the holders of the Preferred Stock, until such time as all
dividends accrued  and  unpaid  on  the Preferred  Stock  shall  have  been
paid, after which such voting rights of the holders of the Preferred Stock shall
be terminated.

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   The Board of Directors is expressly  authorized  to  determine  the  rights,
powers,  duties,  rules  and  procedures  that affect the power of the Board of
Directors to manage and direct the business  and  affairs  of  the Corporation,
including  the  power  to  designate  and  empower  committees of the Board  of
Directors, to elect, appoint and empower the officers  and  other agents of the
Corporation,  and  to  determine  the  time  and  place  of,  and  the   notice
requirements  for,  Board  meetings,  as well as quorum and voting requirements
for, and the manner of taking, Board action.

   In the event of any change in the authorized  number of directors, the Board
of Directors shall apportion any newly created directorships  to, or reduce the
number of directorships in, such class or classes as shall, so far as possible,
equalize  the number of directors in each class.  The Board of Directors  shall
allocate consistently  with  the rule that the three classes shall be as nearly
equal in number of directors as possible, any newly-created directorship to the
class the term of office of which is due to expire at the latest date following
such allocation.

   Any vacancies in the Board  of Directors for any reason, including any newly
created directorships resulting  from  any increase in the number of directors,
may be filled by the Board of Directors,  acting by a majority of the directors
then in office, although less than a quorum;  and any directors so chosen shall
hold office until the next election of the class for which such directors shall
have been chosen.

   Notwithstanding any of the foregoing, each director  shall  serve for a term
continuing until the annual meeting of stockholders at which the  term  of  the
class  to  which  he was elected expires and until his successor is elected and
qualified or until  his or her earlier death, resignation or removal; except, a
director may be removed  from office prior to the expiration of his or her term
only for cause and by a vote  of the majority of the total number of members of
the Board of Directors without including the director who is the subject of the
removal determination and without such director being entitled to vote thereon.

   Section 5.  COMPENSATION.  Outside  Directors  shall  be  entitled  to  such
compensation  and  expenses  as  may  be determined by resolution of the Board.
Outside  Directors  may  serve the Company  in  other  capacities  and  receive
compensation therefor.

   Section 6.  MEETINGS.   The  Board  of Directors may hold meetings within or
without the State of South Dakota.  Members  of  the  Board of Directors or any
committee thereof may participate in a meeting of such  Board  or  committee by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at  the same
time, and participation by such means shall constitute presence in person  at a
meeting.

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   Section  7.  REGULAR MEETINGS.  The annual meeting of the Board of Directors
for the election  of  officers and to conduct such other business to be brought
before the meeting shall,  if  practicable,  be  held  on  the  same day as and
immediately  after the annual election of the directors by the stockholders  or
any adjournment  thereof, and no notice thereof need be given.  Further regular
meetings of the Board may be held with or without notice at such time and place
as shall from time to time be determined by the Board by resolution.

   Section 8.  SPECIAL  MEETINGS.   Special  meetings of the Board of Directors
may be called either by the Chairman of the Board  and Chief Executive Officer,
the President or by the Secretary upon the written request of any two directors
by giving oral or written notice to each director stating the time and place of
such meeting.

   Section 9.  NOTICE OF MEETINGS.  Notice shall be  considered  to  have  been
given  if  a notice is either orally communicated to a director at least twelve
hours prior  to such meeting or placed in writing and mailed to the director at
his last known  post  office  address as shown by the records of the Company at
least four days prior to the meeting.   Any notice to be given a director for a
meeting of the directors may be waived by the director in writing either before
or after the meeting.  Presence of any director at a meeting of the Board shall
be considered to be a waiver of notice by  such  director  unless such director
attends  a meeting for the express purpose of objecting to the  transaction  of
any business  because  the meeting is not lawfully called or convened.  Neither
the business to be transacted nor the purpose of any regular or special meeting
of the Board of Directors  need  be specified in the notice or waiver of notice
of such meeting.

   Section 10.  QUORUM.  At all meetings  of  the Board of Directors a majority
of the number of directors at the time in office  shall constitute a quorum for
the transaction of business; provided, less than a quorum of directors may fill
vacancies as set forth in Section 4 of this Article II.  The act of  a majority
of the number of directors at the time in office shall be the act of the Board
of Directors.  If at any meeting of the board there shall be less than a quorum
present, a majority of those present may adjourn the meeting from time to time
until a quorum is obtained and no further notice thereof need be given other
than by announcement at said meeting which shall be so adjourned.

   Section  11.  MANIFESTATION OF DISSENT.  A director of the  Company  who  is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken  shall  be presumed to have assented to the action taken unless
his dissent shall be entered  in  the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment  thereof or shall forward such dissent by
registered  mail  to  the  Secretary  of  the  Company  immediately  after  the
adjournment  of  the meeting.  Such right to  dissent  shall  not  apply  to  a
director who voted in favor of such action.

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   Section 12.  ACTION TAKEN WITHOUT MEETING.  Any action which may be taken
at a meeting of the directors  or of a committee may be taken without a meeting
if a consent in writing setting forth the actions so to be taken shall be signed
before such action by all of the directors,  or  all  of  the  members  of  the
committee,  as  the  case may be.  Such consent shall have the same effect as a
unanimous vote.

                           ARTICLE III

                           COMMITTEES

   Section 1.  EXECUTIVE  COMMITTEE.  The Board of Directors shall appoint from
among its members an executive  committee  of  five directors.  The Chairman of
the Board and Chief Executive Officer and President  shall  be  a member of the
executive  committee.  At least three members of the executive committee  shall
be Outside Directors.  The executive committee (i) shall recommend to the Board
persons to be  elected  as  officers, (ii) recommend persons to be appointed to
Board committees, (iii) may consider  and  make recommendations to the Board on
other Board actions and (iv) may perform such  other duties as may be permitted
by law.

   Section  2.   AUDIT COMMITTEE.  The Board of Directors  shall  appoint  from
three to five of its  Outside  Directors  to  serve as an audit committee.  The
audit  committee  shall  meet  prior  to  and  after  each  yearly  audit  with
representatives of the independent accounting firm approved by the stockholders
for the purpose of reviewing the audit of such firm of  the Company's financial
condition and shall each year recommend to the Board an independent  accounting
firm to be appointed by the Board for the ratification by the stockholders  and
shall perform such other duties as assigned by the Board.

   Section  3.   COMPENSATION  COMMITTEE.  The Board of Directors shall appoint
from  three  to  five of its Outside  Directors  to  serve  as  a  compensation
committee.  The compensation  committee (i) shall perform any function required
by directors in the administration  of  all federal and state statutes relating
to  employment  and  compensation,  (ii)  shall  recommend  to  the  Board  the
compensation  for  officers,  and  (iii)  shall   consider   and   approve  the
compensation program, including the benefit program and stock ownership  plans,
of the Company.

   Section  4.   DIRECTOR  NOMINATING  COMMITTEE.  The Board of Directors shall
appoint a director nominating committee  to  be composed of the chief executive
officer  and  a  number  of outside directors as determined  by  the  Board  of
Directors.  An outside director shall be appointed by the Board of Directors to
serve  as  chairman  of  the  director   nominating  committee.   The  director
nominating committee shall recommend to the  Board  of  Directors persons to be
nominated  as  directors or to be elected to fill vacancies  on  the  Board  of
Directors and in making such recommendations shall consider the recommendations
of other directors as well as stockholders.

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   Section 5.  OTHER  COMMITTEES.  The Board of Directors may also appoint from
among its own members such  other  committees  as  the  Board may determine and
assign such powers and duties as shall from time to time  be  prescribed by the
Board.

   Section  6.   REMOVAL  FROM COMMITTEES AND RULES OF PROCEDURE.  
Subject to these Bylaws directors may be removed from the committees and
vacancies therein may be filled by a majority of the Board of Directors.  A
meeting of any committee may be called by any member of the committee.  The
provisions of these Bylaws concerning notice of meetings, compensation, 
manifestation of dissent and taking action without a meeting as they pertain
to directors shall also pertain to committees.


                           ARTICLE IV

                            OFFICERS

   Section 1.  OFFICERS.  The Board of Directors shall elect as officers of the
Company a  Chairman  of  the Board, who shall be the Chief Executive Officer, a
President,  a  Vice President,  a  Secretary,  a  Treasurer  and  may  elect  a
Controller and such  other  Vice Presidents and other officers as the Board may
determine  is  necessary for the  conduct  of  the  business  of  the  Company.
Officers need not  be  directors  except  for  the  Chairman  of the Board, the
President and one Vice President.  Any two or more offices may  be  held by the
same person.  (No person shall hold an officer position after the last  day  of
the month during which said person became sixty-five years of age.)

   Section  2.   TERM  AND REMOVAL.  All officers of the Company shall serve at
the pleasure of the Board of Directors, and the Board at any regular or special
meeting by the vote of a majority of the whole Board may remove an officer from
an office.

   Section 3.  DUTIES OF  CHAIRMAN  OF  THE  BOARD AND CHIEF EXECUTIVE
OFFICER.  The Chairman of the Board and Chief Executive Officer shall be the 
chief administrative officer of the Company.  The Chairman of the Board and
Chief Executive Officer (i) shall exercise such duties as customarily pertain
to the office of Chief Executive Officer, (ii) shall have general and active
management authority and supervision over the property, business and affairs of
the company and over its officers and employees, (iii)  may  appoint employees,
consultants  and  agents  as  deemed  necessary for the proper conduct  of  the
Company's business, (iv) may sign, execute  and  deliver  in  the  name  of the
Company  powers of attorney, contracts, bonds and other obligations subject  to
direction  of  the  Board as set forth in Article VI of these Bylaws, (v) shall
recommend to the Board  of  Directors  persons  for  appointment to offices and
committees and for nomination of directors, (vi) shall  preside  at stockholder
meetings  and  at  meetings of the Board of Directors, and (vii) shall  perform
such other duties as  may  be  prescribed  from  time  to  time by the Board of
Directors.

<PAGE>


   Section  4.   DUTIES  OF  THE PRESIDENT.  The President shall  perform  such
duties as may be prescribed from  time  to time by the Board of Directors or by
the Chairman of the Board and Chief Executive  Officer.   The President, in the
absence or disability of the Chairman of the Board and Chief Executive Officer,
shall perform the duties and exercise the powers of the Chairman  of  the Board
and Chief Executive Officer.

   Section 5.  DUTIES OF VICE PRESIDENTS.  The Vice Presidents shall have  such
powers  and  perform  such  duties  as  may be assigned to them by the Board of
Directors, or the Chairman of the Board and  Chief  Executive  Officer.  In the
absence or disability of the Chairman of the Board and Chief Executive Officer,
and the President, the Vice Presidents in the order as designated by the Board,
or  if  the Board so directs, by the Chairman of the Board and Chief  Executive
Officer,  shall  perform  the duties and exercise the powers of the Chairman of
the Board and Chief Executive Officer.

   Section 6.  DUTIES OF SECRETARY.  The Secretary shall attend all meetings of
the Board and stockholders, record all votes and the minutes of all proceedings
in books to be kept for such  purposes  and  shall  perform like duties for the
committees when required.  He shall have the custody  of  the  seal.   He shall
have the custody of the stock books and shall perform such other duties  as may
be  prescribed by the Board of Directors or the Chairman of the Board and Chief
Executive Officer.

   Section  7.   DUTIES  OF TREASURER.  The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books of the Company and shall deposit all monies
and other valuable effects in the name and to the credit of the Company in such
depositories as may be designated by the Board of Directors.  He shall disburse
the funds of the Company as may be ordered by the Board, taking proper vouchers
for such disbursements and  shall render to the Chairman of the Board and Chief
Executive Officer and to the  Board  of  Directors  at  its regular meetings or
whenever they may require it, an account of all his transactions  as  Treasurer
and of the financial condition of the Company.

   Section  8.   DUTIES  OF  OTHER OFFICERS.  All officers of the Company shall
have such duties as shall be prescribed  by  the  Board  of  Directors  or  the
Chairman of the Board and Chief Executive Officer.

   Section 9.  DELEGATION OF DUTIES OF OFFICERS.  In the case of the absence of
any  officer  of  the  Company  or for any other reason that the Board may deem
sufficient, the Board may delegate  the  powers or duties of any officer to any
other officer or to any director for such time as determined by the Board.

<PAGE>


   Section 10.  COMPENSATION OF OFFICERS.   The compensation of the Chairman
of the Board and Chief Executive Officer shall be determined by the Board of
Directors.  The compensation of each of the other officers shall be recommended
by the  Chairman  of  the Board and Chief Executive Officer and approved by the
Board of Directors.  No  officer  shall be prevented from receiving such salary
by reason of the fact that he is also a director of the Company.

                           ARTICLE V

                         INDEMNIFICATION

   Section 1.  ACTIONS, SUITS OR PROCEEDINGS  OTHER  THAN BY OR IN THE
RIGHT OF THE COMPANY.  The Company shall indemnify any person who  was  or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, including all appeals, (other than an  action by or in the
right of the Company) by reason of the fact that he is or was or has agreed to
become a director or officer of the Company, or is or was serving or had agreed
to serve at the request of the Company as a director or officer of another
corporation (including  a subsidiary of the corporation,  or  subsidiaries  of
subsidiaries), partnership,  joint  venture,  trust  or other enterprise, or by
reason of any action alleged to have been taken or omitted  in  such  capacity,
against costs, charges, expenses (including attorneys' fees), judgments, fines,
penalties  and  amounts paid in settlement actually and reasonably incurred  by
him or on his behalf in connection with such action, suit or proceeding and any
appeal therefrom,  if  he  acted  in  good  faith and in a manner he reasonably
believed to be within the scope of this authority  and  in,  or not opposed to,
the best interests of the Company, and, with respect to any criminal  action or
proceeding,  had no reasonable cause to believe his conduct was unlawful.   The
termination of  any  action, suit or proceeding by judgment, order, settlement,
conviction, or upon a  plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be within the scope of his authority and
in, or not opposed to, the  best  interests of the Company and, with respect to
any criminal action or proceeding,  had  reasonable  cause  to believe that his
conduct was unlawful.

   Section 2.  ACTIONS OR SUITS BY OR IN THE RIGHT OF THE COMPANY.  The Company
shall indemnify any person who was or is a party or is threatened  to be made a
party  to  any  threatened,  pending  or  completed action, suit or proceeding,
including all appeals, by or in the right of  the Company to procure a judgment
in its favor by reason of the fact that he is or  was or has agreed to become a
director or officer of the Company or is or was serving  or has agreed to serve
at the request of the Company as a director or officer of  another  corporation
(including  a  subsidiary  of the corporation or subsidiaries of subsidiaries),
partnership, joint venture,  trust  or  other  enterprise,  or by reason of any
action alleged to have been taken or omitted in such capacity,  against  costs,
charges  and  expenses  (including  attorneys'  fees)  actually  and reasonably
incurred  by him or on his behalf in connection with the defense or  settlement

<PAGE>


of such action or suit and any appeal therefrom, if he acted in good faith and
in a manner he reasonably believed to be within the  scope of  his  authority
and in, or not opposed to, the best interests of the corporation, except that
no indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have  been adjudged to be liable to  the Company
unless and only to the extent that the Courts of South Dakota or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of such liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity 
for such costs, charges and expenses which the Courts of South Dakota or such
other court shall deem proper.

   Section 3.  INDEMNIFICATION FOR  COSTS,  CHARGES  AND EXPENSES OF
SUCCESSFUL PARTY.  Notwithstanding the other provisions of this Article V, to
the extent that a director or officer has been successful, on the merits or
otherwise, including, without limitation, the dismissal of an action without
prejudice, in defense of any action, suit or proceeding referred to in Sections
1 and 2 of this Article V, or in defense of any claim, issue or matter therein,
he shall be indemnified against all costs, charges and expenses (including 
attorneys' fees) actually and reasonably incurred by him or on his behalf in
connection therewith.

   Section 4.  DETERMINATION OF RIGHT TO INDEMNIFICATION.   Any indemnification
under Sections 1 and 2 of this Article V (unless ordered by a court)  shall
be paid by the Company unless a determination is made  (i) by the board of
directors  by  a  majority vote of the directors who were not parties  to  such
action, suit or proceeding,  or  if such majority of disinterested directors so
directs, (ii) by independent legal  counsel  in  a written opinion, or (iii) by
the shareholders, that indemnification of the director or officer is not proper
in the circumstances because he has not met the applicable  standard of conduct
set forth in Sections 1 and 2 of this Article V.

   Section  5.   ADVANCE  OF COSTS, CHARGES AND EXPENSES.  Costs,  charges 
and expenses (including attorneys' fees) incurred by a person referred to in
Sections 1 or 2 of this Article V in defending a civil or criminal action, suit
or  proceeding  shall  be  paid  by  the  corporation  in  advance of the final
disposition  of  such action, suit or proceeding; provided, however,  that  the
payment of such costs,  charges  and expenses incurred by a director or officer
in his capacity as a director or officer  (and  not  in  any  other capacity in
which service was or is rendered by such person while a director or officer) in
advance  of the final disposition of such action, suit or proceeding  shall  be
made only  upon  receipt  of  an undertaking by or on behalf of the director or
officer to repay all amounts so  advanced in the event that it shall ultimately
be determined that such director or  officer  is not entitled to be indemnified
by  the  Company  as authorized in this Article V.   Such  costs,  charges  and
expenses incurred by  other employees and agents may be so paid upon such terms
and conditions, if any,  as  the  majority  of the directors deems appropriate.
The majority of the directors may, in the manner  set  forth  above,  and  upon
approval  of  such  director or officer of the Company, authorize the Company's
counsel to represent such person, in any action, suit or proceeding, whether 
or not the Company is a party to such action, suit or proceeding.

<PAGE>

   Section  6.   PROCEDURE  OF  INDEMNIFICATION.   Any  indemnification   under
Sections 1, 2 and 3, or advance of costs, charges and expenses under Section  5
of this Article V shall be made promptly, and in any event within 60 days, upon
the  written  request of the director or officer.  The right to indemnification
or advances as  granted  by this Article V shall be enforceable by the director
or officer in any court of  competent  jurisdiction, if the Company denies such
request, in whole or in part, or if no disposition  thereof  is  made within 60
days.    Such   person's   costs  and  expenses  incurred  in  connection  with
successfully establishing his right to indemnification, in whole or in part, in
any such action shall also be  indemnified  by  the  Company.   It  shall  be a
defense to any such action (other than an action brought to enforce a claim for
the  advance  of  costs, charges and expenses under Section 5 of this Article V
where the required  undertaking, if any, has been received by the Company) that
the claimant has not  met  the standard of conduct set forth in Sections 1 or 2
of this Article V, but the burden  of  proving  such  defense  shall  be on the
Company.  Neither the failure of the Company (including its board of directors,
its   independent   legal   counsel  and  its  shareholders)  to  have  made  a
determination prior to the commencement  of such action that indemnification of
the claimant is proper in the circumstances  because  he has met the applicable
standard of conduct set forth in Sections 1 or 2 of this  Article  V,  nor  the
fact  that there has been an actual determination by the Company (including its
board of  directors,  its  independent legal counsel and its shareholders) that
the claimant has not met such  applicable  standard  of  conduct,  shall  be  a
defense to the action or create a presumption that the claimant has not met the
applicable standards of conduct.

   Section 7.  SETTLEMENT.  The Company shall not be obligated to reimburse the
costs  of any settlement to which it has not agreed.  If in any action, suit or
proceeding,  including  any appeal, within the scope of Sections 1 or 2 of this
Article V, the person to be indemnified shall have unreasonably failed to enter
into a settlement thereof  offered  or  assented  to  by  the opposing party or
parties  in  such action, suit or proceeding, then, notwithstanding  any  other
provision hereof,  the indemnification obligation of the Company to such person
in connection with such  action,  suit or proceeding shall not exceed the total
of  the  amount at which settlement could  have  been  made  and  the  expenses
incurred by such person prior to the time such settlement could reasonably have
been effected.

   Section  8.   SUBSEQUENT  AMENDMENT.  No amendment, termination or repeal of
this Article V or of relevant provisions of the South Dakota corporation law or
any other applicable laws shall affect or diminish in any way the rights of any
director or officer of the Company  to  indemnification  under  the  provisions
hereof  with  respect  to  any  action,  suit or proceeding arising out of,  or
relating to, any actions, transactions or  facts  occurring  prior to the final
adoption of such amendment, termination or repeal.

<PAGE>


   Section  9.   OTHER  RIGHTS, CONTINUATION OF RIGHT TO INDEMNIFICATION.  The
indemnification provided by this Article V shall not be deemed exclusive of any
other  rights  to  which  a  director,   officer,  employee  or  agent  seeking
indemnification may be entitled under any law (common or statutory), agreement,
vote of shareholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action  in  any other capacity while holding
office  or  while employed by or acting as agent for  the  Company,  and  shall
continue as to  a  person who has ceased to be a director, officer, employee or
agent, and shall inure  to  the  benefit  of  the  estate, heirs, executors and
administrators of such person.  Nothing contained in  this  Article  V shall be
deemed  to prohibit, and the Company is specifically authorized to enter  into,
agreements  with  officers  and  directors providing indemnification rights and
procedures   different  from  those  set   forth   herein.    All   rights   to
indemnification  under  this Article V shall be deemed to be a contract between
the Company and each director or officer of the Company who serves or served in
such capacity at any time  while  this  Article V is in effect.  This Article V
shall be binding upon any successor corporation to this Company, whether by way
of acquisition, merger, consolidation or otherwise.

   Section 10.  SAVINGS CLAUSE.  If this  Article V or any portion hereof shall
be invalidated on any ground by any court of  competent  jurisdiction, then the
Company shall nevertheless indemnify each director or officer of the Company as
to any costs, charges, expenses (including attorneys' fees),  judgments,  fines
and  amounts paid in settlement with respect to any action, suit or proceeding,
whether  civil,  criminal, administrative or investigative, including an action
by or in the right  of  the  Company,  to  the  full  extent  permitted  by any
applicable  portion of this Article V that shall not have been invalidated  and
to the full extent permitted by applicable law.

   Section 11.   SUBSEQUENT  LEGISLATION.   If  the South Dakota law is amended
after  the  adoption  of this Article V to further expand  the  indemnification
permitted to directors  and  officers  of  the  Company, then the Company shall
indemnify such persons to the fullest extent permitted by the South Dakota law,
as so amended.

                           ARTICLE VI

                          CAPITAL STOCK

   Section 1.  STOCK CERTIFICATES.  Certificates for stock of the Company shall
be in such form as the Board of Directors may from  time  to time prescribe and
shall be signed by the President or a Vice President and by  a  Treasurer or an
Assistant   Treasurer   or  the  Secretary  or  an  Assistant  Secretary.    If
certificates are signed by  a  transfer agent, acting in behalf of the Company,
or registered by a registrar, the signatures of the officers of the Company may
be facsimile.  The Company, through  its officers, may cause certificates to be
issued and delivered bearing facsimile signatures of persons even though at the
time of the issuance and delivery of such certificates, any of such persons may
no longer be an officer of the Company.

<PAGE>


   Section 2.  TRANSFER AGENT.  The Board  of  Directors  shall  have  power to
appoint  one  or  more  transfer  agents  and  registrars  for the transfer and
registration of certificates of stock of any class and may require  that  stock
certificates  shall  be  countersigned  and  registered  by one or more of such
transfer agents and registrars.  The transfer agent and registrar  may  be  the
same person.

   Section  3.   TRANSFER OF STOCK.  Shares of the capital stock of the Company
shall be transferable  on the books of the Company only by the holder of record
thereof  in  person  or by  a  duly  authorized  attorney  upon  surrender  and
cancellation of certificates for a like number of shares properly endorsed.

   Section 4.  LOST CERTIFICATE.  In case any certificates of the capital stock
of the Company shall be  lost,  stolen  or  destroyed,  the  Company  may cause
replacement  certificates  to  be  issued  upon such proof of the fact and such
indemnity to be given to it and to its transfer agent and registrar, if any, as
shall be deemed necessary or advisable by it.

   Section 5.  HOLDER OF RECORD.  The Company  shall  be  entitled to treat the
holder of record of any share or shares of stock as the holder  thereof in fact
and shall not be bound to recognize any equitable or other claim to or interest
in  such shares on the part of any other person, whether or not it  shall  have
express or other notice thereof, except as otherwise expressly provided by law.
The expression  "stockholder"  or  "stockholders" whenever used in these Bylaws
shall be deemed to mean only the holder or holders of record of stock.

   Section 6.  CLOSING OF TRANSFER BOOKS.   The  Board  of Directors shall have
power to close the stock transfer books of the Company for  a stated period but
not  to  exceed,  in  any  case,  fifty  days,  and  in  case  of a meeting  of
stockholders  not  less  than  ten  days, preceding the date of any meeting  of
stockholders, or the date for payment  of  any  dividend,  or  the date for the
allotment of rights, or the date when any change or conversion or  exchange  of
capital  stock  shall  go  into  effect, or in order to make a determination of
stockholders for any other proper  purpose;  provided, however, that in lieu of
closing the stock transfer books, the Board of  Directors  may fix in advance a
date  as the record date for any such determination of stockholders,  not  less
than ten  days prior to the date on which the particular action, requiring such
determination  of  stockholders,  is  to  be  taken; and in such case only such
stockholders as shall be stockholders of record  on  the date so fixed shall be
entitled to such notice of, and to vote at, such meeting, or to receive payment
of such dividend, or to receive such allotment of rights,  or  to exercise such
rights, as the case may be, notwithstanding any transfer of any  stock  on  the
books  of  the  Company  after any such record date fixed as aforesaid.  When a
determination of stockholders  entitled  to vote at any meeting of stockholders
has been made as provided in this section,  such  determination  shall apply to
any adjournment thereof.

<PAGE>


   Section 7.  CLOSING OF TRANSFER BOOKS TO AUTHORIZE INCREASE IN INDEBTEDNESS
AND CAPITAL STOCK.  Notwithstanding Section 6 of this Article and in order to
comply with Section 8 of Article XVII of the South Dakota Constitution, the
notice to be given stockholders  for  a meeting at which a proposal to increase
the Company's authorized indebtedness or  capital  stock  is  to  be considered
shall be given at least sixty days prior to the meeting and the record date for
the determination of stockholders eligible to vote at such meeting  may  be set
by the Board sixty or more days prior to the said meeting.


                          ARTICLE VII

              CONTRACTS, LOANS, CHECKS AND DEPOSITS

   Section 1.  CONTRACTS.  The Board of Directors may authorize any officer  or
officers,  agent  or  agents, to enter into any contract or execute and deliver
any instrument in the name  of and on behalf of the Company, and such authority
may be general or confined to specific instances.

   Section 2.  LOANS.  No loans  shall  be  contracted on behalf of the Company
and no evidences of indebtedness shall be issued  in its name unless authorized
by a resolution of the Board of Directors.  Such authority  may  be  general or
confined to specific instances.

   Section  3.   CHECKS, DRAFTS, ETC.  All checks, drafts, or other orders  for
the payment of money,  notes  or  other evidences of indebtedness issued in the
name of the Company shall be signed  by  such  officer  or  officers,  agent or
agents  of  the  Company  and  in  such  manner  as  shall from time to time be
determined by resolution of the Board of Directors.

   Section  4.   DEPOSITS  AND  INVESTMENTS.   All  funds of  the  Company  not
otherwise employed shall be deposited from time to time  to  the  credit of the
Company  in such banks, trust companies or other depositories as the  Board  of
Directors  or  officers of the Company designated by the Board of Directors may
select; or be invested as authorized by the Board of Directors.  Such authority
may be general or confined to specific instances.


                          ARTICLE VIII

                          MISCELLANEOUS

   Section 1.  OFFICES.   The  principal  office of the Company shall be in the
City of Rapid City, County of Pennington, State  of  South Dakota.  The Company
may also have offices at such other places within or without the State of South
Dakota  as the Board of Directors may from time to time  designate  or  as  the
business of the Company may require.

   Section  2.  SEAL.  The corporate seal shall have inscribed thereon the name
of the Company and the words "Corporate Seal -1941- South Dakota."

<PAGE>


   Section 3.   AUDIT.   The  books  of account of the Company shall be audited
annually by an independent firm of public accountants who shall be appointed by
the Board of Directors and ratified by the stockholders at each annual meeting.
Such  auditors  shall submit to the Board  of  Directors  each  year  certified
financial statements of the Company for the preceding fiscal year.


                           ARTICLE IX

                           AMENDMENTS

   These Bylaws may be altered, amended or repealed at any meeting of the Board
of Directors by the  affirmative  vote  of  a  majority  of  the  whole  Board;
provided,  no alteration or amendment may be in conflict with any provision  of
the Articles of Incorporation.



   I certify  that  the foregoing is a true copy of the Amended Bylaws of Black
Hills Corporation as  adopted  by  the Board of Directors of the Corporation on
the 30th day of January, 1996 to become effective in their entirety on the 30th
day of January, 1996.

   Witness my hand and the seal of the Corporation on this 30th day of January,
1997.


                                Roxann R. Basham
                                Secretary