Exhibit 10-N-6
                  OTTER TAIL POWER COMPANY
             1999 EMPLOYEE STOCK PURCHASE PLAN


ARTICLE I.  INTRODUCTION

Section 1.01  Purpose.  The purpose of the plan is to provide 
employees of the Company and certain related corporations with an 
opportunity to share in the ownership of the Company by providing
them with a convenient means for regular and systematic purchases 
of Common Stock and, thus, to develop a stronger incentive to work
for the continued success of the Company.

Section 1.02  Rules of Interpretation.  It is intended that the 
Plan be an "employee stock purchase plan" as defined in Section 
423(b) of the Code and Treasury Regulations promulgated thereunder.
Accordingly, the Plan shall be interpreted and administered in a 
manner consistent therewith if so approved.  All Participants in 
the Plan will have the same rights and privileges consistent with 
the provisions of the Plan.

Section 1.03  Definitions.  For purposes of the Plan, the following 
terms will have the meanings set forth below:

  (a) "Acceleration Date" means the earlier of the date of shareholder
approval or approval by the Company's Board of Directors of (i) any 
consolidation or merger of the Company in which the Company is not 
the continuing or surviving corporation or pursuant to which shares 
of Company Common Stock would be converted into cash, securities or 
other property, other than a merger of the Company in which 
shareholders of the Company immediately prior to the merger have 
substantially the same proportionate ownership of stock in the 
surviving corporation immediately after the merger; (ii) any sale, 
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of the 
Company; or (iii) any plan of liquidation or dissolution of the 
Company.


  (b) "Affiliate" means any subsidiary corporation of the Company, as
defined in Section 424(f) of the Code, whether now or hereafter 
acquired or established.

  (c) "Code" means the Internal Revenue Code of 1986, as amended.

  (d) "Committee" means the committee described in Section 10.01 of 
the Plan.

  (e) "Common Stock" means the Company's Common Shares, $5 par value 
per share, as such stock may be adjusted for changes in the stock 
or the Company as contemplated by Article XI of the Plan.

  (f) "Company" means Otter Tail Power Company, a Minnesota 
corporation, and its successors by merger or consolidation as 
contemplated by Section 11.02 of the Plan

  (g) "Current Compensation" means all regular wage, salary and 
commission payments paid by the Company to a Participant in 
accordance with the terms of his or her employment, but excluding 
annual bonus payments and all other forms of special compensation.

  (h) "Fair Market Value" as of a given date means the fair market 
value of the Common Stock determined by such methods or procedures
as shall be established from time to time by the Committee, but shall 
not be less than, if the Common Stock is then quoted on the NASDAQ 
National Market System, the average of the high and low sales price 
as reported on the NASDAQ National Market System on such date or, if 
the NASDAQ National Market System is not open for trading on such 
date, on the most recent preceding date when it is open for trading. 
If on a given date the Common Stock is not traded on an established 
securities market, the Committee shall make a good faith attempt to 
satisfy the requirements of this Section 1.03(h) and in connection 
therewith shall take such action as it deems necessary or advisable. 

  (i) "Participant" means a Regular Employee who is eligible to 
participate in the Plan under Section 2.01 of the Plan and who has 
elected to participate in the Plan.

  (j) "Participating Affiliate" means an Affiliate which has been 
designated by the Committee in advance of the Purchase Period in 
question as a corporation whose eligible Regular Employees may 
participate in the Plan.

  (k) "Plan" means the Otter Tail Power Company 1999 Employee Stock 
Purchase Plan, as it may be amended, the provisions of which are set
forth herein.

  (l) "Purchase Period" means the period beginning on May 1, 1999 and 
ending on the last business day in December, 1999 and thereafter each 
approximate six-month period beginning on January 1st and July 1st of 
each year and ending on the last business day in June and December of 
each year; provided, however, that the then current Purchase Period 
will end upon the occurrence of an Acceleration Date.

  (m) "Regular Employee" means an employee of the Company or a 
Participating Affiliate as of the first day of a Purchase Period, 
including an officer or director who is also an employee, but excluding
an employee whose customary employment is less than 20 hours per week.

  (n) "Stock Purchase Account" means the account maintained on the 
books and records of the Company recording the amount received from 
each Participant through payroll deductions made under the Plan.

ARTICLE II.  ELIGIBILITY AND PARTICIPATION

Section 2.01  Eligible Employees.  All Regular Employees shall be 
eligible to participate in the Plan beginning on the first day of the 
first Purchase Period to commence after such person becomes a Regular 
Employee.  Subject to the provisions of Article VI of the Plan, each 
such employee will continue to be eligible to participate in the Plan 
so long as he or she remains a Regular Employee.

Section 2.02  Election to Participate.  An eligible Regular Employee 
may elect to participate in the Plan for a given Purchase Period by 
filing with the Company, in advance of that Purchase Period and in 
accordance with such terms and conditions as the Committee in its sole 
discretion may impose, a form provided by the Company for such purpose
(which authorizes regular payroll deductions from Current Compensation
beginning with the first payday in that Purchase Period and continuing
until the employee withdraws from the Plan or ceases to be eligible to
participate in the Plan).

Section 2.03  Limits on Stock Purchase.  No employee shall be granted 
any right to purchase Common Stock hereunder if such employee, 
immediately after such a right to purchase is granted, would own, 
directly or indirectly, within the meaning of Section 423(b)(3) and 
Section 424(d) of the Code, Common Stock possessing 5% or more of the 
total combined voting power or value of all the classes of the capital
stock of the Company or of all Affiliates.

Section 2.04  Voluntary Participation.  Participation in the Plan on 
the part of a Participant is voluntary and such participation is not 
a condition of employment nor does participation in the Plan entitle 
a Participant to be retained as an employee.

ARTICLE III.  PAYROLL DEDUCTIONS AND STOCK PURCHASE ACCOUNT

Section 3.01  Deduction from Pay.  The form described in Section 2.02 
of the Plan will permit a Participant to elect payroll deductions of 
any multiple of $10 but not less than $10 or more than $2,000 of such 
Participant's Current Compensation for each pay period during such 
Purchase Period, subject to such other limitations as the Committee 
in its sole discretion may impose.  A Participant may cease making 
payroll deductions at any time, subject to such limitations as the 
Committee in its sole discretion may impose.  In the event that during 
a Purchase Period the entire credit balance in a Participant's Stock 
Purchase Account exceeds the product of (a) 85% of the Fair Market 
Value of the Common Stock on the first business day of that Purchase 
Period and (b) 2,000, then payroll deductions for such Participant 
shall automatically cease, and shall resume on the first pay period 
of the next Purchase Period.

Section 3.02  Credit to Account.  Payroll deductions will be credited 
to the Participant's Stock Purchase Account on each payday.

Section 3.03  Interest.  No interest will be paid on payroll 
deductions or on any other amount credited to, or on deposit in, a 
Participant's Stock Purchase Account.

Section 3.04  Nature of Account.  The Stock Purchase Account is 
established solely for accounting purposes, and all amounts credited 
to the Stock Purchase Account will remain part of the general assets 
of the Company or the Participating Affiliate (as the case may be).

Section 3.05  No Additional Contributions.  A Participant may not 
make any payment into the Stock Purchase Account other than the 
payroll deductions made pursuant to the Plan.

ARTICLE IV.  RIGHT TO PURCHASE SHARES

Section 4.01  Number of Shares.  Each Participant will have the right
to purchase on the last business day of the Purchase Period all, but 
not less than all, of the number of whole and fractional shares, 
computed to four decimal places, of Common Stock that can be purchased
at the price specified in Section 4.02 of the Plan with the entire 
credit balance in the Participant's Stock Purchase Account, subject to 
the limitations that (a) no more than 2000 shares of Common Stock may 
be purchased under the Plan by any one Participant for a given Purchase
Period, and (b) in accordance with Section 423(b)(8) of the Code, no 
more than $25,000 in Fair Market Value (determined at the beginning of
each Purchase Period) of Common Stock and other stock may be purchased 
under the Plan and all other employee stock purchase plans (if any) of 
the Company and the Affiliates by any one Participant for any calendar 
year.  If the purchases for all Participants for any Purchase Period 
would otherwise cause the aggregate number of shares of Common Stock 
to be sold under the Plan to exceed the number specified in Section 
10.04 of the Plan, each Participant shall be allocated a pro rata 
portion of the Common Stock to be sold for such Purchase Period.

Section 4.02  Purchase Price.  The purchase price for any Purchase 
Period shall be that price as announced by the Committee prior to the
first business day of that Purchase Period, which price may, in the 
discretion of the Committee, be a price which is not fixed or 
determinable as of the first business day of that Purchase Period; 
provided, however, that in no event shall the purchase price for 
any Purchase Period be less than the lesser of (a) 85% of the Fair 
Market Value of the Common Stock on the first business day of that 
Purchase Period or (b) 85% of the Fair Market Value of the Common 
Stock on the last business day of that Purchase Period, in each case
rounded up to the next higher full cent.

ARTICLE V.  EXERCISE OF RIGHT

Section 5.01  Purchase of Stock.  On the last business day of a 
Purchase Period, the entire credit balance in each Participant's 
Stock Purchase Account will be used to purchase the number of whole 
shares and fractional shares, computed to four decimal places, of 
Common Stock purchasable with such amount (subject to the limitations
of Section 4.01 of the Plan), unless the Participant has filed with 
the Company, in advance of that date and subject to such terms and 
conditions as the Committee in its sole discretion may impose, a form 
provided by the Company which requests the distribution 
of the entire credit balance in cash.

Section 5.02  Notice of Acceleration Date.  The Company shall use its 
best efforts to notify each Participant in writing at least ten days
prior to any Acceleration Date that the then current Purchase Period 
will end on such Acceleration Date.

ARTICLE VI.  WITHDRAWAL FROM PLAN; SALE OF STOCK

Section 6.01  Voluntary Withdrawal.  A Participant may, in accordance
with such terms and conditions as the Committee in its sole discretion
may impose, withdraw from the Plan and cease making payroll deductions 
by filing with the Company a form provided for this purpose.  In such 
event, the entire credit balance in the Participant's Stock Purchase 
Account will be paid to the Participant in cash within 30 days.  A 
Participant who withdraws from the Plan will not be eligible to reenter
the Plan until the beginning of the next Purchase Period following the
date of such withdrawal.

Section 6.02  Death.  Subject to such terms and conditions as the 
Committee in its sole discretion may impose, upon the death of a 
Participant, no further amounts shall be credited to the Participant's 
Stock Purchase Account.  Thereafter, on the last business day of the 
Purchase Period during which such Participant's death occurred and in
accordance with Section 5.01 of the Plan, the entire credit balance in
such Participant's Stock Purchase Account will be used to purchase 
Common Stock, unless such Participant's estate has filed with the 
Company, in advance of that day and subject to such terms and conditions
as the Committee in its sole discretion may impose, a form provided by 
the Company which elects to have the entire credit balance in such 
Participant's Stock Account distributed in cash within 30 days after 
the end of that Purchase Period or at such earlier time as the Committee
in its sole discretion may decide.  Each Participant, however, may 
designate one or more beneficiaries who, upon death, are to receive the
Common Stock or the amount that otherwise would have been distributed 
or paid to the Participant's estate and may change or revoke any such 
designation from time to time.  No such designation, change or 
revocation will be effective unless made by the Participant in writing
and filed with the Company during the Participant's lifetime.  Unless 
the Participant has otherwise specified the beneficiary designation, 
the beneficiary or beneficiaries so designated will become fixed as of 
the date of the death of the Participant so that, if a beneficiary 
survives the Participant but dies before the receipt of the payment 
due such beneficiary, the payment will be made to such beneficiary's 
estate.

Section 6.03  Termination of Employment.  Subject to such terms 
and conditions as the Committee in its sole discretion may impose, 
upon a Participant's normal or early retirement with the consent of 
the Company under any pension or retirement plan of the Company or 
Participating Affiliate, no further amounts shall be credited to the 
Participant's Stock Purchase Account. Thereafter, on the last business
day of the Purchase Period during which such Participant's approved 
retirement occurred and in accordance with Section 5.01 of the Plan, 
the entire credit balance in such Participant's Stock Purchase Account
will be used to purchase Common Stock, unless such Participant has 
filed with the Company, in advance of that day and subject to such terms
and conditions as the Committee in its sole discretion may impose, a 
form provided by the Company which elects to receive the entire credit
balance in such Participant's Stock Purchase Account in cash within 
30 days after the end of that Purchase Period, provided that such 
Participant shall have no right to purchase Common Stock in the event 
that the last day of such a Purchase Period occurs more than three 
months following the termination of such Participant's employment with 
the Company  or Participating Affiliate by reason of such an approved 
retirement.  In the event of any other termination of employment (other
than death) with the Company or a Participating Affiliate, participation 
in the Plan will cease on the date the Participant ceases to be a Regular
Employee for any reason.  In such event, the entire credit balance in 
such Participant's Stock Purchase Account will be paid to the Participant
in cash within 30 days.  For purposes of this Section 6.03, a transfer 
of employment to any Participating Affiliate or to the Company, or a leave
of absence which has been approved by the Committee, will not be deemed 
a termination of employment as a Regular Employee.

ARTICLE VII.  NONTRANSFERABILITY

Section 7.01  Nontransferable Right to Purchase.  The right to purchase 
Common Stock hereunder may not be assigned, transferred, pledged or 
hypothecated (whether by operation of law or otherwise), except as 
provided in Section 6.02 of the Plan, and will not be subject to 
execution, attachment or similar process.  Any attempted assignment,
transfer, pledge, hypothecation or other disposition or levy of 
attachment or similar process upon the right to purchase will be null
and void and without effect.

Section 7.02  Nontransferable Account.  Except as provided in Section
6.02 of the Plan, the amounts credited to a Stock Purchase Account may
not be assigned, transferred, pledged or hypothecated in any way, and 
any attempted assignment, transfer, pledge, hypothecation or other 
disposition of such amounts will be null and void and without effect.

Section 7.03  Nontransferable Shares.  Except as the Committee shall 
otherwise permit, prior to the second anniversary of the beginning of 
any Purchase Period, the Common Stock purchased at the end of such 
Purchase Period by a Participant pursuant to Section 5.01 of the Plan
together with any additional Common Stock acquired pursuant to Section
8.04 of the Plan upon the reinvestment of dividends may not be assigned,
transferred, pledged, hypothecated or otherwise disposed of in any way 
other than by will or by the laws of descent and distribution, and 
any other attempted assignment, transfer, pledge, hypothecation or 
other disposition of such share or shares will be null and void and 
without effect.

ARTICLE VIII.  COMMON STOCK ISSUANCE AND DIVIDEND REINVESTMENT

Section 8.01 Issuance of Purchased Shares.  Promptly after the last 
day of each Purchase Period and subject to such terms and conditions
as the Committee in its sole discretion may impose, the Company will 
cause the Common Stock then purchased pursuant to Section 5.01 of the 
Plan to be issued for the benefit of the Participant and held in the 
Plan pursuant to Section 8.03 of the Plan.

Section 8.02  Completion of Issuance.  A Participant shall have no 
interest in the Common Stock purchased pursuant to Section 5.01 of 
the Plan until such Common Stock is issued for the benefit of the 
Participant pursuant to Section 8.03 of the Plan.

Section 8.03  Form of Ownership.  The Common Stock issued under 
Section 8.01 of the Plan will be held in the Plan in the name of the 
Participant or jointly in the name of the Participant and another 
person, as the Participant may direct on a form provided by the Company,
until such time as certificates for such shares of Common Stock are 
delivered to or for the benefit of the Participant pursuant to Section
8.05 of the Plan.

Section 8.04  Automatic Dividend Reinvestment.  Prior to the delivery 
of certificates to or for the benefit of the Participant under Section
8.05 of the Plan, any and all cash dividends paid on full and fractional
shares of Common Stock issued under either Section 8.01 of the Plan or 
this Section 8.04 shall be reinvested to acquire either new issue Common
Stock or shares of Common Stock purchased on the open market, as 
determined by the Committee in its sole discretion.  Purchases of Common
Stock under this Section 8.04 will be (a) with respect to shares newly 
issued by the Company, invested on the dividend payment date, or, if 
that date is not a trading day, the immediately preceding trading day, 
or (b) with respect to shares purchased on the open market, normally 
purchased on the open market within ten business days of the dividend 
payment date, depending upon market conditions.  The price per share 
of the Common Stock issued under this Section 8.04 shall be (x) with 
respect to shares newly issued by the Company, the Fair Market Value 
of the Common Stock on the applicable investment date, or (y) with 
respect to shares purchased on the open market, the weighted average 
price per share at which the Common Stock is actually purchased on the 
open market for the relevant period on behalf of all participants in 
the Plan.  All shares of Common Stock acquired under this Section 
8.04 will be held in the Plan in the same name as the Common Stock 
upon which the cash dividends were paid.

Section 8.05  Delivery.  At any time following the conclusion of the 
nontransferability period set forth in Section 7.03 of the Plan and 
subject to such terms and conditions as the Committee in its sole 
discretion may impose, by filing with the Company a form provided by 
the Company for such purpose, the Participant may elect to have the 
Company cause to be delivered to or for the benefit of the Participant
a certificate for the number of whole shares and cash for the number 
of fractional shares representing the Common Stock purchased pursuant 
to Section 5.01 of the Plan together with any additional Common Stock 
acquired pursuant to Section 8.04 of the Plan upon the reinvestment 
of dividends.  The election notice will be processed as soon as 
practicable after receipt.  A certificate for whole shares normally 
will be mailed to the Participant within five business days after 
receipt of the election notice; provided, however, that if  the notice 
is received between a dividend record date and a dividend payment date,
a certificate will generally not be sent out until the declared 
dividends have been reinvested pursuant to Section 8.04 of the Plan.  
Any fractional shares normally will be sold on the first trading day 
of each month and a check for the fractional shares sent to the 
Participant promptly thereafter.

ARTICLE IX.  EFFECTIVE DATE, AMENDMENT AND TERMINATION OF PLAN

Section 9.01  Effective Date.  The Plan was approved by the Board of 
Directors on December 14, 1998, subject to approval by the shareholders
of the Company within twelve (12) months thereafter.

Section 9.02  Plan Commencement.  The initial Purchase Period under 
the Plan will commence May 1, 1999.  Thereafter, each succeeding 
Purchase Period will commence and terminate in accordance with Section
1.03(l) of the Plan.

Section 9.03  Powers of Board.   The Board of Directors may amend or 
discontinue the Plan at any time.  No amendment or discontinuation of
the Plan, however, shall be made without shareholder approval that 
requires shareholder approval under any rules or regulations of the 
NASDAQ National Market System or any securities exchange that are 
applicable to the Company.

Section 9.04  Automatic Termination.  The Plan shall automatically 
terminate when all of the shares of Common Stock provided for in 
Section 10.04 of the Plan have been sold, provided that such 
termination shall in no way affect the terms of the Plan pertaining 
to any Common Stock then held under the Plan.

ARTICLE X.  ADMINISTRATION

Section 10.01  The Committee.  The Plan shall be administered by a 
committee (the "Committee") established by the Board of Directors.  
The members of the Committee need not be directors of the Company 
and shall be appointed by and serve at the pleasure of the Board of 
Directors.

Section 10.02  Powers of Committee.  Subject to the provisions of 
the Plan, the Committee shall have full authority to administer the 
Plan, including authority to interpret and construe any provision of 
the Plan, to establish deadlines by which the various administrative 
forms must be received in order to be effective, and to adopt such 
other rules and regulations for administering the Plan as it may deem 
appropriate.  The Committee shall have full and complete authority to 
determine whether all or any part of the Common Stock acquired pursuant
to the Plan shall be subject to restrictions on the transferability 
thereof or any other restrictions affecting in any manner a 
Participant's rights with respect thereto but any such restrictions 
shall be contained in the form by which a Participant elects to 
participate in the Plan pursuant to Section 2.02 of the Plan.  Decisions
of the Committee will be final and binding on all parties who have an 
interest in the Plan.

Section 10.03  Power and Authority of the Board of Directors.  
Notwithstanding anything to the contrary contained herein, the Board 
of Directors may, at any time and from time to time, without any further
action of the Committee, exercise the powers and duties of the Committee
under the Plan.

Section 10.04  Stock to be Sold.  The Common Stock to be issued and 
sold under the Plan may be authorized but unissued shares or shares 
acquired in the open market or otherwise.  Except as provided in 
Section 11.01 of the Plan, the aggregate number of shares of 
Common Stock to be sold under the Plan will not exceed 200,000 shares.

Section 10.05  Notices.  Notices to the Committee should be addressed
as follows:

      Otter Tail Power Company
      215 South Cascade Street, Box 496
      Fergus Falls, MN 56538-0496
      Attn: Corporate Secretary

ARTICLE XI.  ADJUSTMENT FOR CHANGES IN STOCK OR COMPANY

Section 11.01  Stock Dividend or Reclassification.  If the 
outstanding shares of Common Stock are increased, decreased, 
changed into or exchanged for a different number or kind of 
securities of the Company, or shares of a different par value 
or without par value, through reorganization, recapitalization, 
reclassification, stock dividend, stock split, amendment to the 
Company's Articles of Incorporation, reverse stock split or 
otherwise, an appropriate adjustment shall be made in the maximum 
numbers and kind of securities to be purchased under the Plan with 
a corresponding adjustment in the purchase price to be paid therefor.

Section 11.02  Merger or Consolidation.  If the Company is merged 
into or consolidated with one or more corporations during the term 
of the Plan, appropriate adjustments will be made to give effect 
thereto on an equitable basis in terms of issuance of shares of the
corporation surviving the merger or of the consolidated corporation,
as the case may be.

ARTICLE XII.  APPLICABLE LAW

Rights to purchase Common Stock granted under the Plan shall be 
construed and shall take effect in accordance with the laws of the 
State of Minnesota.