Exhibit 3.2


                          ARTICLES OF AMENDMENT TO THE
                          ARTICLES OF INCORPORATION OF
                             BLACK HILLS CORPORATION


         The  undersigned  hereby  execute,  acknowledge,  and  deliver  to  the
Secretary of State of South Dakota the following Articles of Amendment:

1.   The name of the corporation is Black Hills Corporation.

2.   The following  amendment was adopted by the shareholders of the Corporation
     on June 20, 2000:

               Article I of the Articles of  Incorporation  is hereby amended to
               read as follows:

                    The name of the  Corporation  is Black Hills Power and Light
                    Company.

3.   The  number of shares of the  Corporation  outstanding  at the time of such
     adoption was 20,428,852,  and the number of shares entitled to vote thereon
     was 20,428,852.

4.   The number of shares voted for such  amendment  was  12,987,600,  which was
     70.4% of all issued  and  outstanding  shares at this  time.  The number of
     shares voted  against this  amendment was  1,861,557.  The number of shares
     abstaining  from  voting on this  amendment  was  2,225,459.  The number of
     shares held by brokers and not voted was 3,354,236.

         IN WITNESS  WHEREOF,  these  Articles of  Amendment  to the Articles of
Incorporation  of Black  Hills  Corporation  were  executed  on this 22nd day of
December, 2000.

                                       BLACK HILLS CORPORATION



                                       By /s/ James M. Mattern
                                          James M. Mattern
                                          Its Senior Vice President - Corporate
                                            Administration


                                       And /s/ Roxann R. Basham
                                           Roxann R. Basham
                                           Its Vice President - Controller and
                                             Corporate Secretary
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                          ARTICLES OF AMENDMENT TO THE
                          ARTICLES OF INCORPORATION OF
                       BLACK HILLS POWER AND LIGHT COMPANY


         The  undersigned  hereby  execute,  acknowledge,  and  deliver  to  the
Secretary of State of South Dakota the following Articles of Amendment:

1.   The name of the corporation is Black Hills Power and Light Company.

2.   The following  amendment was adopted by the shareholders of the Corporation
     on June 20, 2000:

          Article I of the Articles of  Incorporation  is hereby amended to read
          as follows:

               The name of the Corporation is Black Hills Power, Inc.

3.   The  number of shares of the  Corporation  outstanding  at the time of such
     adoption  was 100,  and the number of shares  entitled to vote  thereon was
     100.

4.   The number of shares voted for such amendment was 100. The number of shares
     voted against this amendment was 0.

         IN WITNESS  WHEREOF,  these  Articles of  Amendment  to the Articles of
Incorporation  of Black Hills Power and Light Company were executed on this 22nd
day of December, 2000.

                                      BLACK HILLS POWER AND LIGHT COMPANY



                                      By /s/ James M. Mattern
                                         James M. Mattern
                                         Its Senior Vice President - Corporate
                                           Administration


                                      And /s/ Roxann R. Basham
                                          Roxann R. Basham
                                          Its Vice President - Controller and
                                            Corporate Secretary