SECOND AMENDMENT
                                    TO
                      COAL TRANSPORTATION AGREEMENT

This Second Amendment to Coal Transportation Agreement on this 
____21st________ day of May		 1996 (this "Second Amendment), by 
NORTHERN COAL TRANSPORTATION COMPANY ("NCTC") and OTTER TAIL POWER COMPANY 
("OTP").

WHEREAS, OTP and NCTC are parties to a Coal Transportation Agreement 
dated January 14, 1993; and

WHEREAS, OTP and NCTC desire to extend the term of the Original 
Agreement; and

WHEREAS, OTP and NCTC desire to amend the Original Agreement to provide 
for revised coal transportation rates and minimum volume requirements to Otter 
Tail Power Company's Hoot Lake Plant located near Fergus Falls, MN; and

WHEREAS, OTP and NCTC desire to amend the Original Agreement to include 
provisions for dispatch-based pricing designed to increase electrical 
generation at the Hoot Lake plant; and

WHEREAS, NCTC is providing its railcars for coal haulage to OTP and will 
purchase rail transportation services from the Burlington Northern Santa Fe 
Railroad Company ("BNSF") and is, in turn, selling these rail transportation 
services to OTP.

NOW, THEREFORE, in consideration of the premises, covenants, and 
considerations set out herein, the parties hereto agree as follows:

                          ARTICLE I
               Effective Date and Term of Agreement

      Section 1.  Effective Date and Term of the Second Amendment

This Second Amendment shall be effective on the date entered above which 
will be the date last signed.  In accordance with agreement of the parties, 
the terms of this Second Amendment shall apply on all trains of coal tendered 
on or after January 1, 1996.

The term of this Second Amendment shall end on December 31, 1998.

     	Section 2.  Extension of Original Agreement

Section 1. Term, of the Original Agreement shall be amended to change 
the expiration date from January 15, 1996 to December 31, 1998.

                                Article II
                                Definitions

As used throughout this Second Amendment, the terms noted below shall be 
defined as follows.

1.	"Dispatch-Based Discount"

A predetermined discount, expressed as dollars per net ton, which OTP 
may apply against its Contract Rates for purposes of varying its generating 
costs at the  Hoot Lake Plant.  This discount may be used, if necessary, to 
assist OTP in avoiding energy purchases from other utilities or in making 
wholesale sales to other utilities.

2.	"Dispatch-Based Tons"

Any tons of coal purchased by OTP as a result of OTP utilizing the 
Dispatch-Based Discount.  Such tons shall be determined on a monthly basis 
subject to verification by NCTC and BNSF.

3.	"Dispatch-Based Credit"

A credit applicable to monthly billings for coal and coal 
transportation, determined as the product of the Dispatch-Based Discount and 
the Dispatch-Based Tons for that month.

4.	"Avoided Energy Purchase"

Electrical energy generated at OTP's Hoot Lake Plant which allowed OTP 
to avoid purchasing energy from another utility.

5.	"Wholesale Energy Sales"

Electrical energy generated at OTP's Hoot Lake Plant which was sold to 
another utility for resale to the purchasing utility's customers.

                             Article III
Modification of Transportation Rates, Calculation of the Dispatch-Based Credit
                                 and
                     Minimum Volume Requirement

    Section 1.  Modification of Transportation Rates

The rates shown in Section 3.01., Transportation costs, of the Original 
Agreement shall be deleted in its entirety and will be changed to the 
following.

1.	For Base Tons:		         $(*) per net ton in NCTC and BNSF Railcars

2.	Dispatch-Based Discount	 $(*) per net ton

Base Tons shall be defined as those tons shipped to satisfy the Minimum 
Volume Requirement as noted below in Section 3.  The rates shown above for 
Base Tons shall be subject to quarterly adjustment as described in Section 
3.03 of the Original Agreement, with the first such quarterly adjustment to 
become effective on April 1, 1996.  The adjusted rate shall then be the 
Contract Rate for billing purposes, provided that at no time will the Contract 
Rate fall below the Base Rates shown above.

The Contract Rates will normally be utilized as a component in 
determining OTP's generation costs at its Hoot Lake plant for purposes of 
ongoing comparisons and evaluations of energy purchases from other suppliers 
and wholesale power transactions to other utilities.  NCTC and BNSF agree, 
however, that OTP may evaluate its generation costs at its Hoot Lake plant 
incorporating the Dispatch-Based Discount shown above.  Any tons of coal 
shipped under this Second Amendment as a result of OTP utilizing the Dispatch-
Based Discount to generate energy at its Hoot Lake Plant rather than make 
energy purchases from others, or to make a wholesale power sale to another 
utility, shall be referred to as "Dispatch-Based Tons."  OTP shall be required 
to provide documentation on a monthly basis to support the amounts of 
Dispatch-Based Tons for which OTP determined the discount was required.  This 
documentation shall be in the form as shown in Exhibit 1 to this Second 
Amendment.  OTP agrees to provide the documentation, including OTP's 
calculation of the applicable credit, to NCTC within 10 days after the end of 
a calendar month in which Dispatch-Based Tons were shipped.  Any credit 
supported by such documentation will be paid to OTP by check within 20 days of 
receipt of such documentation.  The total number of OTP tons available to OTP 
for designation as Dispatch-Based Tons shall be limited as noted below in 
Section 2.

The amount of the Dispatch-Based Discount, including the necessity of a 
Dispatch-Based Discount, if any, for the following year shall be determined 
through negotiation between NCTC, OTP, and BNSF by November 1 of each year of 
this Second Amendment.

     Section 2.  Calculation of the Dispatch-Based Credit

A credit for Dispatch-Based Tons will be calculated and paid by NCTC to 
OTP based upon documentation provided by OTP to NCTC and the following 
formula:

     Dispatch-Based Tons = (Avoided Energy Purchases + Wholesale Energy 
Sales) x 0.60

     Dispatch-Based Credit = (Dispatch-Based Tons) x (Dispatch-Based 
Discount)

For purposes of the above calculations, Avoided Energy Purchases and 
Wholesale Energy Sales shall be expressed in megawatt hours ("MWh").  The 
conversion factor for MWh of electrical energy to tons of coal (0.60) is 
derived as the reciprocal of the ratio of the defined heating value for Spring 
Creek coal (18.70 MMbtu/ton) and the defined heat rate for the Hoot Lake Plant 
(11.20 MMbtu/MWh).  This conversion factor shall remain fixed for the term of 
this Second Amendment.

Section 3.  Minimum Volume Requirement

Section 3.04, Minimum Tonnage - Base Freight Component of the Original 
Agreement and Section 3.05 Tonnage - Base Railcar Cost of the First Amendment 
of the Original Agreement shall be deleted in their entirety and replaced with 
the following.

This Agreement is subject to a Minimum Volume Requirement of 600,000 
tons to be shipped during the term of this Agreement.  In addition to the 
Minimum Volume Requirement, 400,000 additional tons may be tendered and 
shipped as Dispatch-Based Tons as defined in Article II, Section 1 of the 
Second Amendment.  Any tons tendered and shipped above an aggregate total of 
1,000,000 tons shall be considered to be Base Tons for billing purposes.  OTP 
will use reasonable efforts to tender tons to NCTC in even increments during 
the term of this Agreement.  If, at the end of this Agreement, OTP has been 
prevented from tendering the coal in quantities sufficient to meet the Minimum 
Volume Requirement other than due to an event of Force Majeure, OTP shall pay 
to NCTC an amount equal to twenty-five percent (25%) of the last effective 
rate in place at the time this Agreement expires.


                                      Article IV
                                       General

Nothing is this Second Amendment shall alter the rights or obligations 
of the parties except as specifically set forth above.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment 
to be executed by their duly authorized representatives on the day and year 
first written above.

                                OTTER TAIL POWER COMPANY


                                By Ward Uggerud						

                                Its	V.P. Operations					


                                NORTHERN COAL TRANSPORTATION CO.


                                By Malcolm R. Thomas						

                                Its V.P. Marketing & Sales						


(*) Confidential information has been omitted and filed separately with
the Commission pursuant ot Rule 24b-2.