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.

            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.

            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 cumulated at
       least 2,000 shares of common stock.  No person shall be elected or stand
       for reelection as a director who will be seventy years of age or older
       on the first day of July 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.

            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.

            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.

             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.

            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.

            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.

            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 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.

            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.

            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.

            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.

            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."

            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, 1996.

                                 Roxann R. Basham
                                 Secretary