SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                  Form 10-K / A
                                (Amendment No. 1)

        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
X       ACT OF 1934

        For the fiscal year ended December 31, 1999

        TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE
        SECURITIES EXCHANGE ACT OF 1934

        For the transition period from __________________ to _________________

        Commission File Number 1-7978

                             BLACK HILLS CORPORATION

        Incorporated in South Dakota      IRS Identification Number 46-0111677

                                625 Ninth Street
                         Rapid City, South Dakota 57701

               Registrant's telephone number, including area code
                                 (605) 721-1700

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

                                                  Name of each exchange
              Title of each class                  on which registered
              -------------------                 ---------------------

         Common stock of $1.00 par value         New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 YES X NO______

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

State the aggregate market value of the voting stock held by  non-affiliates  of
the Registrant.

                 At January 31, 2000           $511,580,784

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

                      Class              Outstanding at January 31, 2000
                      -----              -------------------------------

         Common stock, $1.00 par value          21,371,521shares

Amendment to Form 10-K

We are filing this  Amendment  to our Annual  Report on Form 10-K for the fiscal
year ended  December  31,  1999.  Part III,  Item 10  (Directors  and  Executive
Officers of the Registrant), Item 11 (Executive Compensation), Item 12 (Security
Ownership  of Certain  Beneficial  Owners and  Management)  and Item 13 (Certain
Relationships and Related  Transactions) are included in this report rather than
being incorporated by reference.

<PAGE>

                                    PART III

ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

               DIRECTORS OF THE COMPANY

                           Nominees for Election Until
                         2003 Annual Meeting - Class II

         Name, Age, Principal Occupation for           Director    Board
         Last Five Years and Other Directorships        Since    Committees
         ---------------------------------------       --------  ----------

         Daniel P. Landguth, 53                         1989      Executive
         Chairman and Chief Executive                             Nominating
         Officer of Black Hills Corporation.  Director,
         Rapid City Regional Hospital.
         Rapid City, South Dakota

         John R. Howard, 59                             1977      Executive
         President, Industrial Products, Inc., an                 Compensation
         industrial parts distributor.  Branch                    Audit
         Manager for Linweld, Inc.
         Rapid City, South Dakota

         David C. Ebertz, 54                            1998      Compensation
         Consultant, Dave Ebertz Risk Management                  Audit
         Consulting, since January 2000.  Owner and
         President, Barlow Agency, Inc., an insurance agency,
         until December 31, 1999.
         Gillette, Wyoming


                         Directors Whose Terms Expire at
                         2001 Annual Meeting - Class III

         Name, Age, Principal Occupation for           Director     Board
         Last Five Years and Other Directorships        Since     Committees
         ---------------------------------------       --------   ----------

         Adil M. Ameer, 47                              1997      Executive
         President and Chief Executive Officer,                   Compensation
         Rapid City Regional Hospital.                            Audit
         Rapid City, South Dakota

         Everett E. Hoyt, 60                            1991
         President and Chief Operating Officer of
         Black Hills Power and Light Company.
         Rapid City, South Dakota

         Thomas J. Zeller, 52                           1997      Executive
         President, RE/SPEC Inc., a technical consulting          Compensation
         and services firm. Chairman of the Board,                Nominating
         Teachmaster Technologies, Inc., an educational
         software and consulting firm.
         Rapid City, South Dakota





<PAGE>

                         Directors Whose Terms Expire at
                          2002 Annual Meeting - Class I

         Name, Age, Principal Occupation for        Director         Board
         Last Five Years and Other Directorships     Since         Committees
         ---------------------------------------    --------       -----------

         David S. Maney, 36                          1999          Compensation
         Founder, President and CEO of Worldbridge                 Nominating
         Broadband Services, Inc. and Open Access
         Broadband Networks, Inc.
         Golden, Colorado

         Bruce B. Brundage, 64                       1986          Compensation
         President and Director, Brundage &                        Nominating
         Company, a firm specializing in corporate
         financing.
         Englewood, Colorado

         Kay S. Jorgensen, 49                        1992          Compensation
         Co-Owner and Vice President, Jorgensen-Thompson           Audit
         Creative Broadcast Services.                              Nominating
         Spearfish, South Dakota


EXECUTIVE OFFICERS OF THE COMPANY

The following is a list of all executive  officers of the Company.  There are no
family relationships among them. Officers are normally elected annually.

Daniel P. Landguth, 53, Chairman and Chief Executive Officer of Black Hills
  Corporation. Mr. Landguth was elected to his present position in January 1991.

Roxann R. Basham, 38, Vice President - Finance and  Secretary/Treasurer. Ms.
  Basham was elected to her present  position in December  1997. She had served
  as Secretary/Treasurer since 1993.

David R. Emery,  37, Vice  President - Fuel Resources. Mr. Emery was elected to
  his present  position in January  1997.  He had served as General  Manager of
  Black Hills Exploration and Production since June 1993.

Gary R. Fish, 41, President and Chief Operating  Officer of  Independent Energy
  Business Unit. Mr. Fish was elected to his present position in September 1999.
  He had served as Vice President - Corporate  Development since 1996 and as
  Controller since 1988.

Everett E. Hoyt, 60, President and Chief Operating Officer of Black Hills Power.
  Mr. Hoyt was elected to his present position in October 1989.

James M. Mattern, 45, Senior Vice President - Corporate Administration and
  Assistant to the CEO.
    Mr.  Mattern was elected to his present  position in September  1999. He had
    served as Vice President - Corporate Administration and Assistant to the CEO
    since 1997 and as Vice  President - Corporate  Administration  since January
    1994.

Thomas M.  Ohlmacher,  48, Vice President - Power Supply
  Mr.  Ohlmacher was elected to his  present  position in August  1994.  He had
  served as Director of Power Generation since 1993.

Ronald D.  Schaible,  55,  Senior Vice  President  and  General  Manager of
  Communications. Mr. Schaible was elected to his present position in July 1999.
  Previously,  Mr. Schaible had served as  Vice-President  and General Manager
  for Brooks Fiber Properties, Inc. since 1995.

<PAGE>

Mark T. Thies, 36, Controller
    Mr. Thies was elected to his present position in May 1997.  Previously,
    Mr. Thies had served in a number of accounting positions, most recently as
    Assistant Controller, at InterCoast Energy Company, a wholly owned
    subsidiary of MidAmerican Energy Holdings Company since 1990.

Kyle D. White, 40, Vice President - Marketing and Regulatory Affairs
    Mr. White was elected to his present position in July 1998. He had served as
    Vice  President  - Energy  Services  since  January  1998 and had  served as
    Director of Strategic Marketing and Sales since 1993.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Based  solely  upon a review of Black Hills  Corporation's  records and
copies of reports on Form 3, 4 and 5  furnished  to us, we believe  that  during
1999 all persons  subject to the reporting  requirements of Section 16(a) of the
Securities  Exchange Act of 1934,  as amended,  filed the required  reports on a
timely basis.

ITEM 11.       EXECUTIVE COMPENSATION

Compensation Committee Interlocks and Insider Participation

     Our  Compensation  Committee is solely  comprised of the following  outside
directors:  Adil M. Ameer, Bruce B. Brundage,  David C. Ebertz,  John R. Howard,
Kay S. Jorgensen, David S. Maney and Thomas J. Zeller.

     Mr. Ameer is a Director of Black Hills  Corporation  and serves as a member
of its Compensation Committee.  Mr. Landguth, our Chairman,  President and Chief
Executive  Officer,  is also a  director  of Rapid  City  Regional  Hospital,  a
non-profit  organization  of which Mr.  Ameer is President  and Chief  Executive
Officer.  Mr.  Landguth  is serving a six-year  term on the Rapid City  Regional
Hospital  Board which will end in July 2000.  Mr. Ameer and Mr.  Landguth do not
participate in any compensation decisions involving each other.

     Western Health,  a subsidiary of Rapid City Regional  Hospital,  is a third
party administrator for our healthcare plans. We have paid approximately $76,000
to Western Health in 1999 for its services.

     Worldwide Broadband Services, of which Mr. Maney was President and
Chief Executive  Officer in 1999, sold products and services  totaling  $395,000
during 1999 to Black Hills FiberCom, a subsidiary of ours.

Directors' Fees

     Directors who are not officers  receive an annual fee of $15,500 plus a fee
of $600 for each board meeting and  committee  meeting  attended,  provided such
committee meetings are substantive in nature and content.

     In addition, each outside director receives common stock equivalents
equal to $7,000 per year  divided by the market price of our common  stock.  The
common stock  equivalents  are payable in stock or cash at  retirement or can be
deferred at the election of the director.

     Members of our Board of Directors are required to beneficially own 100
shares of common stock when they are  initially  elected a director and 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.

<PAGE>

Executive Compensation

     The  following  table is furnished  for the fiscal year ended  December 31,
1999, with respect to our Chief Executive Officer and the four other most highly
compensated executive officers for 1999.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                             SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------- ------- ------------------------------ -------------------------
                                                                   Annual Compensation        Long-Term Compensation
----------------------------------------------------- ------- ------------------------------ -------------------------
----------------------------------------------------- ------- ------------------ ----------- -------------------------
Name and Principal Position                            Year        Salary         Bonus(1)    Securities Underlying
                                                                                                Options Granted(2)
<S>                                                    <C>         <C>             <C>        <C>
----------------------------------------------------- ------- ------------------ ----------- -------------------------
----------------------------------------------------- ------- ------------------ ----------- -------------------------
Daniel P. Landguth                                     1999       $262,600         $127,350           23,500
  Chairman and Chief Executive Officer                 1998        237,550           47,683           18,000
                                                       1997        222,675           26,399           18,000
----------------------------------------------------- ------- ------------------ ----------- -------------------------
----------------------------------------------------- ------- ------------------ ----------- -------------------------
Everett E. Hoyt                                        1999       $169,100          $53,100            8,000
 President and Chief Operating Officer                 1998        158,100           18,135            7,500
 of Black Hills Power and Light Company                1997        147,600           15,930            7,500
----------------------------------------------------- ------- ------------------ ----------- -------------------------
----------------------------------------------------- ------- ------------------ ----------- -------------------------
Gary R. Fish                                           1999       $142,300          $61,250          10,500
  President and Chief Operating Officer                1998        123,350           18,154          10,500
  of Independent Energy                                1997        105,012           12,349          10,500
----------------------------------------------------- ------- ------------------ ----------- -------------------------
----------------------------------------------------- ------- ------------------ ----------- -------------------------
Thomas M. Ohlmacher                                    1999       $126,500          $35,700            8,000
  Vice President - Power Supply                        1998        112,350           12,825            7,500
                                                       1997        101,452           11,997            7,500
----------------------------------------------------- ------- ------------------ ----------- -------------------------
----------------------------------------------------- ------- ------------------ ----------- -------------------------
James M. Mattern                                       1999       $116,200          $37,800            8,000
  Senior Vice President - Corporate                    1998        104,350           11,970            7,500
  Administration and Assistant to the                  1997         93,001           10,987            7,500
  Chief Executive Officer
----------------------------------------------------- ------- ------------------ ----------- -------------------------
</TABLE>

         (1)Bonus  amounts  include  amounts earned under the Short-Term  Annual
Incentive  Plan in 1999 and  1998,  the  Results  Compensation  Program  and the
Executive  Gainshare  Program in 1997, and cash bonus programs for our employees
based on the attainment of predetermined profitability measures.

         (2)Reflects the 3-for-2 stock split on March 10, 1998.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                  BLACK HILLS CORPORATION STOCK OPTION GRANTS IN 1999(1)
----------------------------------------------------------------------------------------------------------------------
--------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
                 Name                      Number of       Percent of       Exercise      Expiration     Grant Date
                                          Securities      Total Options       Price          Date         Present
                                          Underlying       Granted to                                     Value(2)
                                        Options Granted     Employees
<S>                                      <C>              <C>              <C>            <C>           <C>
--------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
--------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
Daniel P. Landguth                          23,500            16.8%         $24.0625       07/20/09      $103,635
--------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
--------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
Everett E. Hoyt                               8,000            5.7%         $24.0625       07/20/09      $ 35,280
--------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
--------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
Gary R. Fish                                10,500             7.5%         $24.0625       07/20/09      $ 46,305
--------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
--------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
Thomas M. Ohlmacher                           8,000            5.7%         $24.0625       07/20/09      $ 35,280
--------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
--------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
James M. Mattern                              8,000            5.7%         $24.0625       07/20/09      $ 35,280
--------------------------------------- ---------------- ---------------- -------------- ------------- ---------------
</TABLE>

         (1)Options  vest  annually  in  installments  of 33  percent  per  year
beginning  on the first  anniversary  of the date of grant.  All options  become
fully vested if a change in control occurs.

<PAGE>

         (2)The  Black-Scholes  option-pricing model was used in determining the
present  value  of  the  options  granted.   The  assumptions  utilized  in  the
Black-Scholes model are as follows: 19.87 percent for expected volatility;  6.68
percent for risk free rate of return;  4.2 percent for  dividend  yield;  and 10
years for the time of exercise.

<TABLE>
<CAPTION>
====================================================================================================================
                           STOCK OPTION EXERCISES IN 1999 AND YEAR-END OPTION VALUES(1)
====================================================================================================================

                               Number of Securities Underlying       Value of Unexercised In-the-Money Options at
                                Unexercised Option at 12/31/99          12/31/99 Exercisable/Unexercisable(3)
           Name                  Exercisable/Unexercisable(2)
<S>                           <C>                                   <C>
============================ ===================================== =================================================
Daniel P. Landguth                      45,600/35,500                              $155,240/$18,000
============================ ===================================== =================================================
Everett E. Hoyt                         19,000/13,000                               $64,687/$7,500
============================ ===================================== =================================================
Gary R. Fish                            23,000/17,500                              $70,687/$10,500
============================ ===================================== =================================================
Thomas M. Ohlmacher                     19,000/13,000                               $64,687/$7,500
============================ ===================================== =================================================
James M. Mattern                        19,000/13,000                               $64,687/$7,500
============================ ===================================== =================================================
</TABLE>

(1)No options were exercised by the above named individuals in 1999.

(2)The  number of options have been  adjusted to reflect the 3-for-2 stock split
on March 10, 1998.

(3)Value of unexercisable options is the market value of the shares at year-end
minus the exercise price.

Retirement Plans

         We have a defined  benefit  retirement  plan, a pension  plan,  for our
employees.  The  plan  provides  benefits  at  retirement  based  on  length  of
employment  service and average  monthly  pay in the five  consecutive  calendar
years of  highest  earnings  out of the last ten  years.  Our  employees  do not
contribute to the plan. The amount of annual  contribution  by us to the plan is
based on an actuarial determination.  Accrued benefits become 100 percent vested
after an employee completes five years of service.

         We amended the plan, effective January 1, 2000, whereby future benefits
under  the plan  were  decreased  and in  return  we offer a 401(k)  match.  Our
employees who were age 50 on December 31, 1999 could make a one-time election to
remain  under the old plan  without the 401(k)  match or  participate  under the
revised plan with a 401(k) match.

         We also have a Pension  Equalization Plan, a nonqualified  supplemental
plan, in which benefits are not tax deductible  until paid,  designed to provide
the higher paid executive  employee a retirement  benefit  which,  when added to
social  security  benefits  and the  pension to be  received  under the  defined
benefit  retirement  plan, will  approximate  retirement  benefits being paid by
other employers to its employees with like executive  positions.  The employee's
pension from the qualified pension plan is limited under current law to $135,000
annually and the  compensation  taken into account in determining  contributions
and benefits cannot exceed $170,000.  The amount of deferred  compensation  paid
under nonqualified plans such as the Pension Equalization Plan is not subject to
the limits. A participant  under the Pension  Equalization Plan does not qualify
for benefits  until the benefits  become  vested under a vesting  schedule -- 20
percent  after three years of  employment  under the plan  increasing  up to 100
percent  vesting after eight years of  employment  under the plan. No credit for
past service is granted under the Pension  Equalization Plan. The annual benefit
is 25 percent of the employee's  average  earnings,  if salary was less than two
times the Social Security Wage Base, or 30 percent,  if salary was more than two
times the Social  Security  Wage Base,  times the  vesting  percentage.  Average
earnings  are  normally an  employee's  average  earnings  for the five  highest
consecutive  full years of  employment  during the ten full years of  employment
immediately  preceding the year of calculation.  The annual Pension Equalization
Plan  benefit  is paid on a  monthly  basis  for 15 years to each  participating
employee and, if deceased, to the employee's  designated  beneficiary or estate,
commencing  at the earliest of death or when the employee is both retired and 62
years of age or more.

<PAGE>

         In the  event  that  at the  time  of a  participant's  retirement  the
participant's   salary  level   exceeds  the   qualified   pension  plan  annual
compensation  limitation  of $170,000,  then the  participant  shall  receive an
additional  benefit  which is  measured  by the  difference  between the monthly
benefit  which  would have been  provided to the  participant  under the defined
benefit retirement plan as if there were no annual  compensation  limitation and
the monthly benefit to be provided to the participant  under the defined benefit
retirement plan.

         Participants  in the Pension  Equalization  Plan are  designated by our
Board of Directors upon recommendation of the Chief Executive Officer. Selection
is based on key  employees as  determined by  management  and  consideration  of
performance  rather  than being  based  solely on  salary.  The  minimum  salary
component applied in the selection process is the maximum annual Social Security
taxable wage base that is presently at $76,200.

Employees' Stock Purchase Plan

         Our employees and those of our subsidiaries are eligible to participate
in the Employees'  Stock Purchase Plan, as approved by the  shareholders  at the
1987 Annual Meeting under which offerings of our common stock, at the discretion
of the Board of Directors,  are made to employees at a price equal to 90 percent
of the  closing  sale  price on the New York Stock  Exchange  on the date of the
offering.  Employees may purchase up to 400 shares per offering. An offering was
extended to employees in 1999 at a price of $21.66 per share. Shares are held in
nominee name until subscriptions are paid for in full.

Retirement Savings Plan

         We have a Retirement  Savings Plan under Section 401(k) of the Internal
Revenue Code of 1986,  as amended,  which permits our employees and those of our
subsidiaries,  including officers,  to elect to invest up to 20 percent of their
eligible  earnings  on a  pre-tax  basis  into an  investment  fund  subject  to
limitations imposed by the Internal Revenue Code.

         Effective  January 1, 2000, we provide a matching  contribution  of 100
percent of the  employee's  tax deferred  contribution,  subject to a maximum of
three percent of the employee's compensation.

         Distribution  from the fund will be made to employees at termination of
employment,  retirement,  death, or in case of hardship. No amounts were paid or
distributed  pursuant to the Retirement  Savings Plan to the  individuals  named
herein nor to the officers as a group.

Severance Agreements

         We have entered into change of control  severance  agreements with each
of our  executive  officers  and  certain key  employees.  The change of control
severance  agreements  provide for  certain  payments  and other  benefits to be
payable upon a change in control and a  subsequent  termination  of  employment,
either involuntary or for a good reason.

         A change in control is defined in the agreements as:

         *        an  acquisition  of 30 percent  or more of our  common  stock,
                  except for certain defined  acquisitions,  such as acquisition
                  by employee benefit plans, us, or any of our subsidiaries; or

         *        members of our  incumbent  Board of  Directors at the time the
                  agreements   were  executed   cease  to  constitute  at  least
                  two-thirds of the members of the Board of Directors,  with the
                  incumbent   Board  of   Directors   being   defined  as  those
                  individuals  consisting  of the Board of Directors on the date
                  the  agreement  was executed and any other  directors  elected
                  subsequently  whose  election  was  approved by the  incumbent
                  Board of Directors; or
<PAGE>

         *        approval by our shareholders of:

                  *        a merger, consolidation, or reorganization;
                  *        liquidation or dissolution;
                  *        or agreement for sale or other  disposition of all or
                           substantially all of our assets,  with exceptions for
                           transactions which do not involve an effective change
                           in control of voting securities or Board of Directors
                           membership,  and transfers to subsidiaries or sale of
                           subsidiaries; and

         *        all  regulatory  approvals  required  to effect a change in
                  control  have been obtained.

         In the  change of  control  severance  agreements,  a good  reason  for
termination which would trigger payment of benefits is defined to include:

         *        a change in the executive's status, title, position or
                  responsibilities;
         *        a reduction  in the  executive's  annual  compensation  or any
                  failure to pay the executive any  compensation  or benefits to
                  which he or she is entitled within seven days of the date due;
         *        any material breach by us of any provisions of the change of
                  control severance agreement;
         *        requiring the executive to be based outside a 50-mile radius
                  from Rapid  City,  South  Dakota; or
         *        our failure to obtain an agreement from any successor company
                  to assume and agree to perform the change of control severance
                  agreement.

The agreement with the Chief Executive  Officer also contains an optional window
period, a 30-day period of time beginning on the one-year  anniversary after the
change in control,  during which time the Chief Executive  Officer may terminate
for any reason and receive the payments and benefits.

         Upon a  change  in  control,  the  executive  will  have an  employment
contract for a three-year  period, but not beyond age 65. During this employment
term,  the executive  shall receive  annual  compensation  at least equal to the
highest  rate in effect at any time during the  one-year  period  preceding  the
change in control and shall also receive  employment  welfare benefits,  pension
benefits, and supplemental retirement benefits on a basis no less favorable than
those received prior to the change in control.

         If the  executive's  employment  is  terminated  during the  three-year
employment  term  involuntarily,  for a good reason,  or by the Chief  Executive
Officer for any reason during a window period, then the executive is entitled to
the following benefits:

         *    severance pay equal to 2.99 times  executive's  five-year  average
              taxable  compensation,  provided  that the  foregoing  payment  is
              subject to  proportionate  reduction  based upon when  termination
              takes place during the three-year employment term and based upon a
              ratio of the executive's employment term to 36 months; and
         *    continuation of employee welfare benefits for the remainder of the
              employment  term,  with an offset for similar  benefits  received,
              along  with   additional   credited   service  under  the  Pension
              Equalization Plan and defined benefit retirement plan equal to the
              remainder of the employment term.

         The change of control  severance  agreements  contain a "cap" provision
which reduces any amounts  payable to an amount which would prevent any payments
from being  nondeductible under the Internal Revenue Code. The change of control
severance agreements provide for reimbursement of legal fees and expenses of the
executive  incurred  after the change in control by the  executive in seeking to
obtain or enforce  any  benefits  provided  by the  change of control  severance
agreement.  The  executive is not required to mitigate the amount of any payment
or benefit  by seeking  other  employment  or  otherwise,  and the  payments  or
benefits are not reduced whether or not the executive  obtains other  employment
and/or benefits, except for employee welfare benefits.

<PAGE>

ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of February 29, 2000, the following  table sets forth the beneficial
ownership of our common stock for each director, each executive officer named in
the summary  compensation table, and all of our directors and executive officers
as a group. Beneficial ownership includes shares a director or executive officer
has the  power to vote or  transfer,  and  stock  options  that are  exercisable
currently or within 60 days of February 29, 2000.

         The common stock  interest of each named person and all  directors  and
executive  officers as a group represents 1.3 percent of the aggregate amount of
common stock issued and outstanding.  Except as indicated by footnote below, the
beneficial owner possesses sole voting and investment powers with respect to the
shares shown.
<TABLE>
<CAPTION>
                                                 Shares              Options                Directors
                                              Beneficially         Exercisable            Commmon Stock
Name of Beneficial Owner                         Owned            Within 60 Days         Equivalents  (1)      Total
<S>                                           <C>                  <C>                   <C>                   <C>
Adil M. Ameer                                    1,097(2)                                      657              1,754
Bruce B. Brundage                                5,422(3)                                    5,903             11,325
David C. Ebertz                                  1,739(4)                                      397              2,136
Gary R. Fish                                     7,796(5)             23,000                                   30,796
John R. Howard                                  16,864                                       4,708             21,572
Everett E. Hoyt                                 10,683                19,000                                   29,683
Kay S. Jorgensen                                 2,516                                       1,717              4,233
Daniel P. Landguth                              15,866                45,600                                   61,466
David S. Maney                                   1,168(6)                                      180              1,348
James M. Mattern                                 5,595                19,000                                   24,595
Thomas M. Ohlmacher                              3,515                19,000                                   22,515
Thomas J. Zeller                                 1,172(7)                                      657              1,829
All directors and executive officers
as a group                                      90,046               173,800                14,221            278,068
</TABLE>

         (1)Includes  common stock  allocated to the directors'  accounts in the
Directors'  Stock Based  Compensation  Plan of which the trustee has sole voting
and investment authority.

         (2)Includes  150 shares  owned  jointly with Mr.  Ameer's  spouse as to
which he shares voting and investment authority.

         (3)Includes 5,400 shares owned by Brundage & Co.Pension Plan and Trust
of which Mr. Brundage is the trustee with sole voting and investment authority.

         (4)Includes  506 shares owned  jointly with Mr.  Ebertz's  spouse as to
which he shares voting and investment authority.

         (5)Includes  6,236 shares owned  jointly with Mr.  Fish's  spouse as to
which he shares voting and investment authority.

         (6)Includes  1,000 shares owned jointly with Mr.  Maney's  spouse as to
which he shares voting and investment authority.

         (7)Includes  225 shares owned  jointly with Mr.  Zeller's  spouse as to
which he shares voting and investment authority.

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See "Compensation Committee Interlocks and Insider Participation" under Item 11.

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        BLACK HILLS CORPORATION

                                        By    DANIEL P. LANDGUTH
                                        Daniel P. Landguth, Chairman,
                                        President and Chief Executive Officer
Dated:   April 26, 2000


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S>                                        <C>                           <C>
       DANIEL P. LANDGUTH                  Director and Principal        April 26, 2000
-----------------------------------------  Executive Officer
Daniel P. Landguth, Chairman,
President, and Chief Executive Officer

       ROXANN R. BASHAM                    Principal Financial Officer   April 26, 2000
-----------------------------------------
Roxann R. Basham, Vice President-Finance,
and Corporate Secretary/Treasurer

       MARK T. THIES                       Principal Accounting Officer  April 26, 2000
-----------------------------------------
Mark T. Thies, Controller

       ADIL M. AMEER                       Director                      April 26, 2000
-----------------------------------------
Adil M. Ameer

       BRUCE B. BRUNDAGE                   Director                      April 26, 2000
-----------------------------------------
Bruce B. Brundage

       DAVID C. EBERTZ                     Director                      April 26, 2000
-----------------------------------------
David C. Ebertz

       JOHN R. HOWARD                      Director                      April 26, 2000
-----------------------------------------
John R. Howard

       EVERETT E. HOYT                     Director and Officer          April 26, 2000
-----------------------------------------
Everett E. Hoyt (President and Chief
Operating Officer of Black Hills Power)

       KAY S. JORGENSEN                    Director                      April 26, 2000
-----------------------------------------
Kay S. Jorgensen

       DAVID S. MANEY                      Director                      April 26, 2000
-----------------------------------------
David S. Maney

       THOMAS J. ZELLER                    Director                      April 26, 2000
-----------------------------------------
Thomas J. Zeller

</TABLE>